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Stock code : 6658


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If you are in any doubt about any of the contents of this pros pectus, you should obtain independent professional advice.
Liuliumei Co., Ltd.
溜溜 梅 股 份 有 限 公 司
(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 11,464,100 H Shares (subj ect to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 1,146,500 H Shares (subject to reallocation)
Number of International Offer Shares : 10,317,600 H Shares (subject to reallocation and
the Over-allotment Option)
Offer Price : HK$43.58 per H Share, plus brokerage of 1.0%,
SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Stock
Exchange trading fee of 0.00565% (payable in
full on application in Hong Kong dollars and
subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 6658
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
⳪暲@:9)
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Li mited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for an y loss howsoever
arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in ‘‘Documents Delivered to the Registrar of Companies and Available on Di splay’’ in
Appendix VII to this prospectus, has b een registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and
Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Comp anies in
Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price per Offer Share will be HK$43.58 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay
(subject to application channels), on application, the Offer Price of HK$43.58 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC transaction
levy of 0.0027%, the AFRC transaction levy of 0.00015% an d Hong Kong Stock Exchange trading fee of 0.00565%.
The Overall Coordinators, on behalf of the Underwr iters, and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer Shares
and/or the Offer Price below that is stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kon gP u b l i c
Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the website of our Co mpany at
www.liuliumei.com and on the website of the 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 day which is the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be availa ble. Further
details are set forth in ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Offer Shares’’ in this prospectus.
Prior to making an investment decision, prospectiv e investors should carefully consider all of the information set out in this prospectus, in partic ular, the risk factors set
out in the section headed ‘‘Risk Factors.’’ The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to te rmination by
the Overall Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8 : 00 a.m. on the Listing Date. See ‘‘Underwriting — Grounds for
Termination’’ of this prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered a n ds o l do n l y
outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act.
ATTENTION
The Hong Kong Public Offering is being conducted in a fully electronic manne r and no printed copies of this prospectus will be provided by the Company.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.liuliumei.com. If you require a printed copy of this
prospectus, you may download and print from the website address above.
June 5, 2026
IMPORTANT


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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We
will not provide 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 In formation’’ section, and our website at
www.liuliumei.com .
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 a HKSCC
Participant to give electronic applicatio n instructions via HKSCC’s FINI system to
apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this prospectus are identical
to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to
Section 342C of the Companies (Winding Up an d Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses stated
above.
P l e a s er e f e rt ot h es e c t i o nh e a d e d‘ ‘ H o wt oA p p l yf o rt h eH o n gK o n gO f f e rS h a r e s ’ ’i nt h i s
prospectus for further details on the procedures through which you can apply for the Hong Kong
Offer Shares electronically.
IMPORTANT
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Your application through the White Form eIPO service or the HKSCC EIPO service must be
made for a minimum of 100 Hong Kong Offer Shares a nd 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 Ko ng Offer Shares will be considered and such
an application is liable to be rejected.
If you are applying through the White Form eIP O service, you may refer to the table below for
the amount payable for the number of Hong Kong Offer Shares you have selected. You must pay the
respective amount payable on application in ful l upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may require
you to pre-fund your application in such amount a s determined by the broker or custodian, based on
the applicable laws and regulations in Hong Kong You are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer
S h a r e sy o ua p p l i e df o r .
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 4,401.96 1,500 66,029.25 8, 000 352,156.03 90,000 3,961,755.38
200 8,803.90 2,000 88,039.00 9, 000 396,175.54 100,000 4,401,950.44
300 13,205.85 2,500 110,048.76 10, 000 440,195.04 150,000 6,602,925.65
400 17,607.80 3,000 132,058.52 20, 000 880,390.09 200,000 8,803,900.85
500 22,009.75 3,500 154,068.27 30, 000 1,320,585.13 250, 000 11,004,876.08
600 26,411.71 4,000 176,078.02 40, 000 1,760,780.17 300, 000 13,205,851.29
700 30,813.65 4,500 198,087.76 50, 000 2,200,975.21 350, 000 15,406,826.50
800 35,215.60 5,000 220,097.52 60, 000 2,641,170.26 400, 000 17,607,801.72
900 39,617.56 6,000 264,117.02 70, 000 3,081,365.31 450, 000 19,808,776.94
1,000 44,019.51 7,000 308,136. 54 80,000 3,521,560.34 573,200 (1) 25,231,979.86
Notes:
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined
in the Listing Rules) and the SFC transaction levy, the S tock Exchange trading fee and AFRC transaction levy
are paid to the Stock Exchange (in the case of the SFC t ransaction levy, collected by the Stock Exchange on
behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of
the AFRC).
IMPORTANT
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If there is any change to the expected timetable of the Hong Kong Public Offering, we will issue
an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk and our
website at www.liuliumei.com .
H o n gK o n gP u b l i cO f f e r i n gc o m m e n c e s ................................ 9 : 0 0a . m .o n
Friday, June 5, 2026
Latest time to complete applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) .....................................1 1 : 3 0a . m .o n
Wednesday, June 10, 2026
Application lists open (3) ..........................................1 1 : 4 5a . m .o n
Wednesday, June 10, 2026
Latest time (a) to complete payment of White Form eIPO
applications by effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) apply through the
HKSCC EIPO channel
(4) ....................................... 1 2 : 0 0n o o no n
Wednesday, June 10, 2026
If you are instructing your broker or custo dian who is a HKSCC Participant will submit
electronic application instruction(s) on your b ehalf 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) ......................................... 1 2 : 0 0n o o no n
Wednesday, June 10, 2026
Announcement of
. the level of indications of interest in the International Offering;
. the level of applications in the Hong Kong Public Offering; and
. the basis of allocation of the Hong Kong Offer
Shares to be published on the website of the Stock
Exchange at
www.hkexnews.hk and our website at
www.liuliumei.com (5) ............................ n ol a t e rt h a n1 1 : 0 0p . m .o n
Friday, June 12, 2026
Results of allocations in the Hong Kong Public Offering
(with successful applicants’ identification document
numbers, where appropria te) to be made available
through a variety of channels as described in the section
headed ‘‘How to Apply for the Hong Kong Offer Shares
— Publication of Results’’ including
. on the website of the Stock Exchange at
www.hkexnews.hk and our website at
www.liuliumei.com (5) r e s p e c t i v e l y ................... n ol a t e rt h a n1 1 : 0 0p . m .o n
Friday, June 12, 2026
EXPECTED TIMETABLE (1)
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. on the designated results of allocation website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )w i t ha‘ ‘ s e a r c h
b yI D ’ ’f u n c t i o n .................................... f r o m1 1 : 0 0p . m .o n
Friday, June 12, 2026 to
12 : 00 midnight on
Thursday, June 18, 2026
. from the allocation results telephone enquiry line
by at +852 2862 8555 between 9 : 00 a.m. and
6 : 0 0p . m . ....................................o nM o n d a y ,J u n e1 5 ,2 0 2 6 ,
Tuesday, June 16, 2026,
Wednesday, June 17, 2026 and
Thursday, June 18, 2026
Despatch of H Share certific ates in respect of wholly or
partially successful applic ations, or deposit of H Share
certificate into CCASS, on or before
(6) ......................... F r i d a y ,J u n e1 2 ,2 0 2 6
Despatch of White Form e-Refund payment (7) instructions
a n dr e f u n dc h e q u e so no rb e f o r e ............................ M o n d a y ,J u n e1 5 ,2 0 2 6
Dealings in H Shares on the Stock Exchange expected to
c o m m e n c ea t ................................................. 9 : 0 0a . m .o n
Monday, June 15, 2026
Notes:
(1) All dates and times refer to Hong Kong loca l time and dates unless otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11 : 30
a.m. on the last day for making applications. If you have already submitted your application and obtained an
application reference number from the designated websi te before 11 : 30 a.m., you will be permitted to continue the
application process (by completing payment of application monies) until 12 : 00 noon on the last day for making
applications, when the application lists close.
(3) If there is/are Bad Weather Signal(s) (as defined in the section headed ‘‘How to Apply for the Hong Kong Offer Shares
— Bad Weather Arrangements’’ in this prospectus) in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00
noon on Wednesday, June 10, 2026 the application lists will not open or close on that day. For further information,
please refer to the section headed ‘‘How to Apply for th e Hong Kong Offer Shares — Bad Weather Arrangements’’ in
this prospectus.
(4) If you apply for Hong Kong Offer Shares through HKSCC EIPO channel you should contact your broker or custodian
for the latest time for giving such instructions which may be different from the lat est time as stated above.
(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, which is expected to
be on or around Monday, June 15, 2026 provided that the Glob al Offering has become unconditional in all respects at
or before that time. Investors who trade H Shares on the basis of publicly availab le allocation details before the receipt
of H Share certificates or before the H Share certificates become valid evidence of title do so entirely at their own risk.
(7) Applicants being individuals who are eligible for persona l collection may not authorise any other person to collect on
their behalf. If you are a corporate applicant which is eligible for personal collection, your authorised representative
must bear a letter of authorisation from your corporation s tamped with your corporation’s chop. Both individuals and
authorised representatives must produce evidence of ide ntity acceptable to our H Share Registrar at the time of
collection.
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.
EXPECTED TIMETABLE (1)
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White Form e-Refund payment instructions/refund cheques will be issued for the applicants who have applied through
White Form eIPO service in respect of wholly or part ially unsuccessful applications pursuant to the Hong Kong Public
Offering. Part of the applicant’s Hong K ong identity card number or passport number, or, if the application is made by
joint applicants, part of the Hong Kong identity card number or passport number of the first-named applicant,
provided by the applicant(s) may be printed on the refund cheq ue, if any. Such data would al so be transferred to a third
party for refund purposes. Banks may require verifica tion of an applicant’s Hong Kong identity card number or
passport number before encashment of the refund cheques. In accurate completion of an applicant’s Hong Kong identity
card number or passport number may invalidate or delay encashment of the refund cheques.
Applicants who have applied through White Form eIPO service and paid thei r applications monies through single bank
accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund payment
instructions. Applicants who have applied through White Form eIPO service and paid their app lication monies through
multiple bank accounts may have refund monies (if any) despatched to the address as specified in their application
instructions in the form of refund cheque(s) in favor of the applicant (or, in the case of joint applications, the
first-named applicant) by ordinary post at their own risk.
Further information is set out in the sections headed ‘‘How to Apply for the Hong Kong Offer Shares —
Despatch/Collection of H Share Certifica tes and Refund of Application Monies’’.
The above expected timetable is a summary only. You should read carefully the sections headed
‘‘Underwriting’’, ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Offer
Shares’’ for details relating to the structure of th e Global Offering and the conditions and procedures
for application for the Hong Kong Offer Shares.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of
an offer to subscribe for or buy any security other than the Hong Kong Offer Shares. This prospectus
may not be used for the purpose of, and does not constitute, an offer to sell or a solicitation of an
offer to subscribe for or buy any security in any other jurisdiction or in any other circumstances. No
action has been taken to permit a public offering of the Offer Shares or the distribution of this
prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the
offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be
made except as permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
You should rely only on the information contained in this prospectus to make your investment
decision. We have not authorized anyone to provide you with information that is different from what
is contained in this prospectus. Any information or representation not included in this prospectus
must not be relied on by you as having been authorized by us, 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
or advisors, or any other person or party involved in the Global Offering. Information contained on
our website, located at
www.liuliumei.com , does not form part of this prospectus.
Page
Expected Timetable ................................................................ i i i
Contents .......................................................................... v i
Summary .......................................................................... 1
Definitions ......................................................................... 1 3
Glossary of Technical Terms ........................................................ 2 3
Forward-Looking Statements ........................................................ 2 4
Risk Factors ....................................................................... 2 5
Waivers from Strict Compliance with the Listing Rules ................................. 4 6
Information about this Prospectus and the Global Offering ............................. 5 0
Directors, Supervisors and Parties Involved in the Global Offering ...................... 5 4
Corporate Information .............................................................. 5 8
Industry Overview .................................................................. 6 0
Regulatory Overview ............................................................... 7 0
History, Development and Corporate Structure ........................................ 7 6
Business ........................................................................... 9 3
Directors, Supervisors and Senior Management ........................................ 1 4 3
Relationship with our Controlling Shareholders ........................................ 1 5 6
Share Capital ...................................................................... 1 6 0
CONTENTS
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Page
Substantial Shareholders ............................................................ 1 6 3
Cornerstone Investors ............................................................... 1 6 5
Financial Information ............................................................... 1 7 0
Future Plans and Use of Proceeds .................................................... 1 9 9
Underwriting ....................................................................... 2 0 2
Structure of the Global Offering ..................................................... 2 1 3
How to Apply for the Hong Kong Offer Shares ........................................ 2 2 0
Appendix I — Accountants’ Report .............................................. I - 1
Appendix II — Unaudited Pro Forma Financial Information ......................... I I - 1
Appendix III — Taxation and Foreign Exchange .................................... III-1
Appendix IV — Summary of Principal Legal and Regulatory Provisions ............... I V - 1
Appendix V — Summary of Articles of Association ................................. V - 1
Appendix VI — Statutory and General Information ................................. V I - 1
Appendix VII — Documents Delivered to the Registrar of Companies and
Available on Display ............................................ V I I - 1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus. As
it is a summary, it does not contain all the information that may be important to you and is qualified
in its entirety by, and should be in conjunction with, the full text of this prospectus. You should read
the entire prospectus before you decide to invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in investing in the
Offer Shares are set out in ‘‘Risk Factors.’’ You should read that section carefully before you decide
to invest in the Offer Shares.
OVERVIEW
We are a fruit snack company focusing on the plum-based products. We also aspire to promote
plum culture and to introduce snacking options with natural ingredients. Guided by our
plum-centric product development strategy, we ha ve built a diverse plum-based products portfolio
ranging from classic products crafted with traditi onal techniques to products fused with complex
flavors, catering to a wide range of taste profiles. Since the launch of our iconic brand Liuliumei (‘‘ 溜
溜梅’’) in 2001, we have been dedicated to deepening our expertise in the plum-based products
industry and unlocking the culinary potential of sour flavors within plums.
In 2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a
market share of 4.9%, according t o Frost & Sullivan. Since its launch in 2019, our plum jelly rapidly
captured consumer bases, leveraging its natural an d refreshing tastes. As a result, according to Frost
& Sullivan, in 2024, we ranked sixth in China’s j elly industry in terms of retail sales value,
representing a market share of 2.9%.
During the Track Record Period, we achieved strong growth. In 2023, 2024 and 2025, our total
revenue amounted to RMB1, 322.0 million, RMB1,616.0 million and RMB1,710.7 million,
respectively. We also effectively managed our co sts and enjoyed benefit from economies of scale,
recording net profit of RMB99.2 million, RMB 147.7 million and RMB182.1 m illion in 2023, 2024
and 2025, respectively.
OUR STRENGTHS
We believe the following competitive advant ages have contributed to our success: (i) robust
product development strategy and continuous R&D efforts; (ii) comprehensive sales network and
diversified marketing campaigns; (iii) integrated supply chain; and (iv) e xperienced management
team with entrepreneurship and market insights.
OUR GROWTH STRATEGIES
We will continue to pursue the following strate gies: (i) Enrich our product offerings; (ii)
Enhance our brand recognition; (iii) expanding our sales network, increasing consumer bases and
exploring international markets; and (iv) optimizing our production capacity and supply chain.
OUR BRAND AND PRODUCTS
We offer three major product categories, namel y, our dried plum snacks, prune-based products
and plum jelly. For each category, we have launche d different series encompassing both products
crafted with traditional methods and products of complex flavors.
SUMMARY
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The following table sets forth the breakdown of the sales volume and average selling price per
kg of our major product categories for the years indicated:
Year ended December 31,
2023 2024 2025
Dried plum snacks kilotons 23.2 29.9 23.6
RMB/kg 36.2 32.6 35.2
Prune-based products kilotons 4.0 5.6 9.0
RMB/kg 38.7 39.7 42.1
Plum jelly kilotons 12.1 21.8 24.7
RMB/kg 25.7 18.8 18.8
Note: the average selling price per kg is estimated through div iding the revenue of each product category by the sales
volume.
OUR SALES CHANNELS
Our management and development of sales channels are vital to our business operation and
future growth. The table below sets forth a breakd own of our revenue by sales channel for the years
indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5
Supermarkets and membership stores (1) 170,919 12.9 266,914 16.5 402,554 23.5
Snack stores 133,827 10.1 550,813 34.1 648,451 38.0
Distributorship 881,714 66.7 659,065 40.8 530,781 31.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both
online and offline, as well as membership stores with whom we began cooperation in late 2024. Our revenue
attributable to membership stores accounted for 0.7% and 8.6% of our total revenue in 2024 and 2025,
respectively.
During the Track Record Period, we strategically focus on developing membership stores and
chain snack stores. Membership stores operate on a premium market positioning where customers
pay a membership subscription fee for access. This model is characterized by value-per-unit pricing
on larger packing sizes, which is underpinned by s trict SKU management, private-label merchandise
development, and robust supply-chain capabilitie s. In contrast, specialized snack stores focus on
convenience and impromptu purchases. Their success relies on (i) a different operational strategy
emphasizing wide choice of SKUs and diverse product s pecifications, competitive pricing, frequent
product refreshes to capture evolving tastes and (ii) a network of compact, conveniently located
stores that prioritize efficient merchandising an d rapid replenishment. Revenue from supermarkets
and membership stores increased by 56.2% fr om RMB170.9 million in 2023 to RMB266.9 million in
2024, and further increased by 50.8% to RMB402.6 million in 2025. This was primarily driven by (i)
our introduction of premium products, such as Chile an pitted prunes, which were positioned to cater
to mid-to-high-income customers; (ii) our rollout of differentiated packaging and tailored product
offerings developed sp ecifically for membership store c onsumers; and (iii) our commencement of
business with certain prominent and fas t-growing membership stores in late 2024.
SUMMARY
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Revenue from snack stores increased by 311 .7% from RMB133.8 million in 2023 to RMB550.8
million in 2024, and further increased by 17.7% to RMB648.5 million in 2025. This was primarily
driven by (i) the continued expansion of large-scale snack store groups, which led to increased
procurement volumes; (ii) our expanded presence and increased cooperation with leading nationwide
snack store chains with leading nat ionwide snack store chains; (iii) our launch of customized product
formats, such as family-sized packages and vari ety packs; and (iv) our implementation of
co-branding initiatives and targeted marketing campaigns, as well as our enhanced use of digital
marketing and live commerce platforms.
Revenue from distributorship decrease d by 25.2% from RMB881.7 million in 2023 to
RMB659.1 million in 2024, and further decrea sed by 19.5% to RMB530.8 million in 2025, primarily
due to our strategic shift to focus on the sales to sup ermarkets, membership stores and snack stores.
The following table sets forth a breakdown of our gross profit and gross profit margin by sales
channel for the years indicated:
Year ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except percentages)
Online self-operated stores 68,050 50.2 65,420 47.0 53,545 41.5
Supermarkets and membership stores (1) 77,051 45.1 105,118 39.4 131,959 32.8
Snack stores 54,266 40.5 191,685 34.8 228,529 35.2
Distributorship 330,344 37.5 220,242 33.4 194,667 36.7
Total 529,711 40.1 582,465 36.0 608,700 35.6
Note:
(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both
online and offline, as well as membership stor es with whom we began coope ration in late 2024.
Our gross profit margin from supermarkets an d membership stores declined from 45.1% in
2023 to 39.4% in 2024. Similarly, our gross profit ma rgin from sales to snack stores decreased from
40.5% in 2023 to 34.8% in 2024, and our gross profit m argins from sales to distributorship decreased
from 37.5% to 33.4% during the same period. This decline is primarily due to our adoption of a
pricing strategy that offers lower prices to t hese customers. Our gross profit margin from
supermarkets and membership stores decreased from 39.4% in 2024 to 32.8% in 2025, mainly
because we increased the sales of customized prune-based products for a membership store, which
had lower profit margins. Our gross profit margin from sales to snack stores remained relatively
stable at 34.8% in 2024 and 35.2% in 2025. Our gross profit margin from sales to online
self-operated stores decreased from 47.0% in 2024 to 41.5% in 2025, primarily due to competitive
pricing strategies to amplify our online platfo rm presence and enhanced promotion for newly
launched products, which lowered the prices of such products. Our gross profit margin from
distributorship increased from 33.4% in 2024 to 36.7% in 2025, as we reduc ed the discounts for
distributors when we enhanced collaborations with other channels.
OUR PRODUCTION
During the Track Record Period, our production plants mainly produced dried plum snacks,
plum jelly and prune-based products. We also engage some third-party contractors, from time to
time, to facilitate only certain preliminary processi ng phases of the production, such as the pickling
phase for our dried plum snacks, thereby easing sh ort-term pressure on produc tion facilities during
peak seasons.
SUMMARY
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The following table sets forth the production cap acity, production volume and utilization rate
of our four production plants for finished products during the Track Record Period:
Year ended December 31,
2023 2024 2025
Designed
capacity
Actual
production
Utilization
rate (%)
Designed
capacity
Actual
production
Utilization
rate (%)
Designed
capacity
Actual
production
Utilization
rate (%)
(tons in thousands, except for percentages)
Anhui Plant 25.9 22.5 86.9 32.2 30.2 93.9 34.9 27.1 77.7
Plum Jelly Plant 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0
Wuhu Plant 6.0 3.6 59.9 6.0 3.5 58.1 6.0 3.6 60.0
‘‘Fiber Life’’ Natural Food
Production Plant – – – 3.5 1.8 51.8 8.0 4.7 58.8
Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1
Notes:
(1) The designed production capacity of the year is calcu lated based on the following assumptions: (i) All product
lines are functioning in its full capacity; (ii) our pr oduction facilities operate 16 hours per day for most of our
products; and (iii) we operate at every working day per year.
(2) The utilization rate of our production plant during the year equals the actual produ ction volume divided by the
designed production capacity during the same year.
(3) During the Track Record Period, Anhui Plant primarily produced dried plum products and prune-based
products. The utilization rate of Anhui Plant decreased from 93.9% in 2024 to 77.7% in 2025, mainly because we
increased our sales focus on plum jelly and prune-base d products in response to market demand and consumer
preferences, and adjusted our production schedule accordingly to prioritize these two product categories. As our
Anhui Plant is principally configured for the production of dried plum snacks, this adjustment correspondingly
resulted in a decrease in its production utilization rate.
(4) During the Track Record Period, our Plum Je lly Plant mainly produced plum jelly products.
(5) During the Track Record Period, our Wuhu Plant primarily produced dried plum products and other products.
(6) During the Track Record Period, our ‘‘Fiber Life’’ Na tural Food Production Plant p rimarily produced pitted
prune-based products.
SUPPLY CHAIN MANAGEMENT
Our integrated supply chain spanning across raw material procurement, processing and
production is key to our success. Our procurement team coordinates with our production team,
preparing a procurement list based on the production team’s plans, annual budgets and market price
for raw materials. Meanwhile, the procurement t eam is also responsible for purchasing bulk raw
materials and strategic stockpile that are necessary to our production, planning and purchasing
fundamental raw materials based on its analysis of the market.
OUR CUSTOMERS AND SUPPLIERS
Our major customers primarily comprise superm arkets, membership stores, snack stores and
distributors. During the Track R ecord Period, revenue from our five largest customers in each year
accounted for 14.2%, 33.1% and 45.8% of our total revenue for the respective year. The increase in
revenue generated from our five largest customers in each year during the Track Record Period was
primarily attributable to our strengthened coopera tion with fast-expanding national snack stores.
During the Track Record Period, revenue from our largest customer in each year accounted for
3.4%, 14.1% and 16.4% of our total revenue for the respective year. Our largest customer in 2023 is
a leading nationwide chain supermarket, which offers comprehensive range of groceries, food and
household items. Our largest customers in 2024 and 2025, Customer B and Customer C, were
nationwide chain snack stores. Customer B operat es over 14,000 snack stores covering 28 provinces
and all city tiers in China, and Customer C operate s about 18,300 snack stores in all major provinces
and cities in China.
SUMMARY
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Our major suppliers primarily comprise raw material suppliers, production equipment
suppliers, and packaging materi al suppliers. During the Track R ecord Period, purchase amount
from our five largest suppliers in each year acco unted for 16.9%, 14.5% and 14.7% of our total
purchase amount for the respective year. During the Track Record Period, purchase amount from
our largest supplier in each year accounted for 5.0%, 5.1% and 3.9% of our total purchase amount
for the respective year. Our largest supplier in 2023 and 2024 sold sugar to us.
FOOD SAFETY AND QUALITY CONTROL
Food safety and product quality is our top pri ority. We have implemented a comprehensive
quality management system that encompasses our en tire supply chain, from raw material sourcing to
product sales. Building on the requirements of ISO 22000 and HACCP, we identify and evaluate
food safety risks in each stage of production. We have achieved the globally recognized FSSC 22000
certification in October 2024 to standardize foo d safety management across our supply chain. We
have established a dedicated quality assurance cente r for quality planning, quality engineering and
supplier management. The testing center has received CMA and CNAS certifications and produces
authoritative testing reports that facilitate con tinuous improvement in our quality management
practices.
MARKETING AND PROMOTION
Our marketing strategy is key to our brand development, combining innovative marketing
vehicles and advertising campaigns that capture consumer attention to establish brand identity.
Central to our strategy is to cultivate consumer mindshare, advocating for various consumption
scenarios of plum-based food and encouraging consumers to incorporate our products into their
daily diets. We also offer customized products and co-branding products to enhance our brand
awareness. Committed to promoting plum culture, we also adopt the culture-driven marketing
strategy that educates consumers about the rich history of plum-based food. Our multi-faceted
marketing style provides an immersive experience to consumers, creating emot ional connections with
them, while enriching the cultural narratives of our brand. To retain our energetic and youthful
brand image, we also collaborate with celebr ities and KOLs who are popular among younger
generations.
COMPETITIVE LANDSCAPE
According to Frost & Sullivan, the snack foo d industry in China is highly competitive.
According to Frost & Sullivan, China’s market si ze of fruit snack in terms of retail sales value
amounted to RMB52.0 billion in 2024, accounting for 5.6% of China’s snack food industry. The
market size of the fruit snack industry in China by retail sales value increased from RMB37.8 billion
in 2020 to RMB52.0 billion in 2024 at a CAGR of 8.3% , and is expected to further reach RMB78.0
billion in 2029, with a CAGR of 8.6%. On the other ha nd, sour-flavored products, particularly
plum-based products, have been growing rapidly, primarily due to the evolving market demand for
products made with natural ingredients. We believe our brand recognition, product development
ability, sales channel management ability and prod uction and quality control ability enable us to
compete effectively against our competitors. A ccording to Frost & Sulli van, in 2024 we ranked first
in China’s fruit snacks industry, with a mark et share of 4.9%. See ‘‘Industry Overview.’’
RISK FACTORS
Some of the major risks we face include: (i) changes in consumer tastes, preferences and
spending habits or any unforeseen circumstances with a negative impact on consumer demand; (ii)
any negative publicity related to our brand, our products or our shareholders, directors, officers,
employees and business partners; (iii) price volatilit y, seasonality and other risks in relation to our
supply chain; (iv) our failure to upgrade existin g products, develop new products and promote new
brands; (v) our failure to compete; (vi) any negativ e publicity related to the snack food industry; and
(vii) any failure to maintain food safety and quality.
SUMMARY
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THE IMPACT OF COVID-19
In 2020, the COVID-19 outbreak affected the global economy and briefly disrupted our
business operations. Approximately 30% of our pr oduction lines were suspended for approximately
30 days, while the remaining lines continued operating under closed-loop management within the
industrial park. Logistics and transportation were not interrupted, as we complied with government
disinfection requirements for food products. All of our offline marketing activities were affected due
to the pandemic, resulting in the cancellation of approximately 600 planned marketing events. In
addition, the installation of certain ancillary production facilities was delayed because the
technicians responsible for installing the production line were subject to a 28-day quarantine
before commencing work. However, these disruptions were temporary, and we soon resumed normal
operations. During the pandemic, we worked clo sely with logistics suppliers to guarantee timely
deliveries and carefully managed our production plan to fulfill customer orders. We also
implemented control measures to safeguard em ployees’ health while maintaining smooth
production and logistics processes. These measures enabled us to effectively respond to the
challenges posed by COVID-19 and maintain stable growth without any material adverse effects on
our business operations or financial performance during the pandemic.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables present our summary historical financial information for the years or as of
the dates indicated.
Principal Components of Our Consolidated Statements of Profit or Loss and Other Comprehensive
Income
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Revenue 1,322,042 1,616,018 1,710,731
Cost of sales (792,331) (1,033,553) (1,102,031)
Gross profit 529,711 582,465 608,700
Other income and gains, net 27,962 39,572 34,966
Selling and distribution expenses (309,395) (310,170) (271,720)
Administrative expenses (88,691) (100,180) (112,085)
Research and development expenses (33,612) (18,948) (27,885)
Finance costs (7,966) (7,773) (13,221)
Fair value (loss)/gain on financial liabilities at
fair value through profit or loss (‘‘ FVTPL ’’) (6,026) (1,625) 5,300
Impairment losses on trade receivables and
other receivables, net (719) (2,143) (2,481)
Other expenses (661) (791) (2,399)
Profit before tax 110,603 180,407 219,175
Income tax expense (11,372) (32,688) (37,087)
Profit for the year 99,231 147,719 182,088
Attributable to:
Owners of the Company 99,231 147,719 182,088
SUMMARY
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Revenue
The following table sets forth a breakdown of our revenue by product category for the years
indicated:
Year ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(RMB in thousands, except for percentages)
Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5
Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2
Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3
Others
(1) 16,878 1.3 8,568 0.5 34,747 2.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other
fruit-based products.
Gross Profit and Gross Margin
The following table sets forth a breakdown of our gross profit and gross profit margin by
product category for the years indicated:
Year ended December 31,
2023 2024 2025
Gross profit
Gross
profit
margin
(%) Gross profit
Gross
profit
margin
(%) Gross profit
Gross
profit
margin
(%)
(RMB in thousands, except percentages)
Dried plum snacks 316,378 37.7 312,639 32.1 277,007 33.4
Prune-based products 54,733 35.1 72,332 32.4 112,956 29.7
Plum jelly 153,030 49.2 196,107 47.8 211,450 45.4
Others
(1) 5,570 33.0 1,387 16.2 7,287 21.0
Total 529,711 40.1 582,465 36.0 608,700 35.6
Note:
(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea and other dried-fruit products.
During the Track Record Period, changes in th e gross profit margin of our products were
primarily due to (i) the fluctuations in key raw mater ial prices, and (ii) our strategic pricing decisions
to enhance market penetration in the broader snack industry. We adjust product prices in response
to the shifting competitive landscape, raw material cost fluctuations and ongoing promotional
activities. For example, we may temporarily reduce prices for new products during launch
promotions to attract consumers’ attention, an d further calibrate pricing amid intensified
competition to reinforce our market presence. Our market-driven pricing strategies enable our
products to effectively penetrate target ma rkets while sustaining sufficient margins.
Profit for the Year
We recorded net losses in 2020 due to the implement ation of a range of restructuring initiatives,
including the adoption of our plum-centric str ategy and the optimization of our distribution
network, which adversely affected our net margins in the short term. Despite our previous
exploration of businesses in non-core dried fruit products, we steered our product development
initiatives to focus on plum-based products and o ther similar offerings, a strategic transformation
that we effected through a series of deliberat e measures commencing in 2019, including the
engagement of a branding consultancy with experience advising leading domestic consumer product
brands to support a comprehensive brand repositioning, the strengthening of messaging around the
health value of green plums, the launch of extensive nationwide marketing campaigns across major
SUMMARY
–7–


--- page 17 ---
cities including Hefei, Chengdu, Zhengzhou, Wuhan, Xi’an and Hangzhou, the discontinuation of
non-core dried fruit products, the streamlin ing of our distributor network to focus on key
distributors aligned with our new strategic direction, and the reallocation of significant marketing
and promotional expenditures in support of the foregoing initiatives; while these measures
collectively enhanced our brand focus and operational efficiency, they also resulted in a
short-term decline in revenue during the trans ition period. See ‘‘History, Development and
Corporate Structure — Previous Application for Listing on the Shenzhen Stock Exchange.’’.
However, such initiatives helped us to establish a m ore focused product mix and distribution model.
As a result, in 2021, we had an increase in the revenue primarily driven by an increase in the sales
volume of plum-based products. Such increase in revenue and our efforts in tightening cost controls
in selling expenses, resulted in a net profit posi tion since 2021. Our profit for the year further
increased by 48.9% from RMB99.2 million in 202 3 to RMB147.7 million in 2024, primarily driven
by the continuously increasing demand of our products. Our profit for the year also increased by
23.3% from RMB147.7 million in 2 024 to RMB182.1 million in 2025.
Principal Components of Our Consolidated Statements of Financial Position
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current assets 715,636 734,862 857,242
Current assets 679,026 936,105 1,132,831
Total assets 1,394,662 1,670,967 1,990,073
Non-current liabilities 211,144 3,731 4,748
Current liabilities 918,053 1,049,288 1,103,698
Total liabilities 1,129,197 1,053,019 1,108,446
Net current (liabilities)/asse ts (239,027) (113,183) 29,133
Net assets 265,465 617,948 881,627
Our net current liabilities of RMB113.2 million as o f December 31, 2024 subsequently turned to
net current assets of RMB29.1 million as of Decemb er 31, 2025, primarily due to (i) an increase in
inventories, (ii) an increase in pledged bank depos its, and (iii) a decrease in financial liabilities at
FVTPL due to our settlement of certain financial lia bilities, partially offset by (i) a decrease in cash
and cash equivalents, (ii) an increase in trade and bills payables, and (iii) an increase in
interest-bearing bank borrowings, which we re mainly attributable to the purchase of raw
materials and production equipment.
Our net current liabilities decreased from RMB239.0 million as of December 31, 2023 to
RMB113.2 million as of December 31, 2024, primarily due to (i) an increase in inventories, (ii) a
decrease in financial liabilities at FVTPL and (iii) an increase in trade and bills receivables, partially
offset by (i) an increase in trade and bills payabl es and (ii) an increase in interest-bearing bank
borrowings. The financial liabilities at FVTPL, pr imarily arising from our repurchase rights and
other embedded derivatives associated with special rights granted to shareholders, has been
converted to equity before our first submission of the application for Listing.
SUMMARY
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--- page 18 ---
Our net assets increased from RMB265.5 millio n as of December 31, 2 023 to RMB617.9 million
as of December 31, 2024, primarily due to (i) the d erecognition of redemption liabilities due to
cancellation of redemption righ ts of RMB204.2 million, and (ii) th e profit and total comprehensive
income for the year of RMB147.7 million. Our net assets increased from RMB617.9 million as of
December 31, 2024 to RMB881.6 million as of December 31, 2025, primarily due to the profit and
total comprehensive income for the year of RMB182.1 million.
Summary of Our Consolidated Statements of Cash Flows
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash flows from operating activities 126,903 84,374 74,474
Net cash flows used in investing activities (80,634) (110,117) (165,952)
Net cash flows (used in)/from financing
activities (53,328) 36,398 47,335
Net (decrease)/increase in cash and cash
equivalents (7,059) 10,655 (44,143)
Cash and cash equivalents at beginning
of the year 74,451 67,392 78,047
Cash and cash equivalents at end of the year 67,392 78,047 33,904
Our cash and cash equivalents decreased sig nificantly from RMB78.0 million in 2024 to
RMB33.9 million in 2025, primarily due to an inc rease in inventories of RMB151.0 million in
relation to our substantial procurement of raw materials and ancillary materials ahead of peak sales
season during the Chinese New Year, and an inc rease in trade and bills receivables of RMB60.0
million due to the increased sales to retail custome rs, such as supermarkets, membership stores and
snack stores, partially offset by an increase in trade and bills payables of RMB53.7 million.
Our net cash flows used in investing activiti es expanded from RMB110.1 million in 2024 to
RMB166.0 million in 2025, primarily due to our purcha se of items of property, plant and equipment
of RMB125.3 million and prepayment of leaseh old land of RMB43.2 million. During the same
period, our net cash flows from financing activ ities increased from RMB36.4 million to RMB47.3
million, primarily due to an increase in new bank loans of RMB570.8 million, partially offset by
repayment of bank loans of RMB416.8 million.
OFFERING STATISTICS
All statistics in this table are based on the assu mption that the Over-allotment Option is not
exercised.
B a s e do na n
Offer Price of
HK$43.58
per H Share
Market capitalization of the H Shares
(1) HK$3,434.59 million
Market capitalization of the Shares (2) HK$3,434.59 million
Unaudited pro forma adjusted consolidated net tangible assets of the
Group attributable to owners of the Company as of December 31,
2025 per Share
(3) HK$18.66
SUMMARY
–9–


--- page 19 ---
Notes:
(1) The calculation of market capitalization is based on the assumption that 78,811,208 H Shares will be in issue
immediately following the completion of the Global Offering (assuming the Over-allotment Option is not
exercised and including 67,347,108 Unlisted Shares that will be converted into H Shares upon the completion of
the Global Offering).
(2) The calculation of market capitalization is based on 78,811,208 Shares expected to be in issue immediately after
completion of the Global Offering.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share in the above table is calculated after
the adjustments referred to in the section headed ‘‘Un audited Pro Forma Statement of Adjusted Consolidated
Net Tangible Assets of the Group Attributable to Owners of the Company’’ set out in ‘‘Appendix II — Unaudited
Pro Forma Financial Information’’ to this prospectus an d on the basis of 78,811,208 Shares in issue immediately
following the completion of the Global Offering, assumi ng that the Over-allotment Option is not exercised.
FUTURE PLANS AND USE OF PROCEEDS
Assuming an Offer Price of HK$43.58 per Offer Share, we estimate that we will receive net
proceeds of approximately HK$ 440.1 million from the Global Offering after deducting the
underwriting commissions and other estimated expenses paid and payable by us in connection with
the Global Offering and assuming that the Over-a llotment 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: (i) approximately 61.0 % of the net proceeds, or approximately HK$268.5
million, will be used to expand our production capac ity over the next three y ears; (ii) approximately
21.0% of the net proceeds, or approximately HK$ 92.4 million, will be used to enhance our brand
recognition, expand our sales ne twork and explore international markets over the next year; (iii)
approximately 8.0% of the net proceeds, or appro ximately HK$35.2 million, will be used to recruit
R&D personnel and advance our R&D initiatives; an d (iv) approximately 10.0% of the net proceeds,
or approximately HK$44.0 million, will be used for working capital and general corporate purposes.
PRE-IPO INVESTMENTS
Our Company engaged in four rounds of Pre-IPO Investments from 2015 to 2025. For further
details of the identities and background of the Pre-IPO Investors and the principal terms of the
Pre-IPO Investment, see ‘‘History, Development an d Corporate Structure — Pre-IPO Investments.’’
PREVIOUS APPLICATION FOR LISTING ON THE SHENZHEN STOCK EXCHANGE
Our Company submitted an application for listing of our Shares on the ChiNext Board of the
Shenzhen Stock Exchange on June 17, 2019 (the ‘‘ A-Share Listing Application ’’). At that time, in
response to the slowing pace of sales growth, we la unched a strategic brand upgrade to differentiate
green plum products from general snacks by posi tioning them as a mainstream food category with
natural health benefits, aiming to open up broader market opportunities by appealing to everyday
consumption scenarios, thereby strengthening consumer purchase motivation. We engaged a
branding consultancy to support a comprehensive repositioning, conducted market research, and
rolled out nationwide marketing campaigns in key c ities. The strategic upgrade led to a temporary
decline in revenue and a significant increase in mar keting and promotional expenditure, therefore
our net profit was expected to decrease substantially and fail to meet the substantive financial
requirements for an A-share listing application. Accordingly, following discussions with the then
sponsor, we withdrew the A-Share Listing Application on Decembe r 8, 2019. The A-Share Listing
A p p l i c a t i o nh a dn o tb e e nr e t u r n e do rr e j e c t e db yt h eC S R Ca n dr e m a i n e dv a l i dp r i o rt oo u r
withdrawal. During the process of the A-Share Listing Application, save for the reason as disclosed
above, we did not encounter any material difficulties or legal impediments which led us to withdraw
the A-Share Listing Application. For further de tails, see ‘‘History, Development and Corporate
Structure — Previous application for listing on the Shenzhen Stock Exchange.’’
SUMMARY
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OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised), Mr. Yang, Ms. Li (who is M r. Yang’s spouse), Juru n Investment, Kaixuan
Star and Kailai Star will directly own approximately 32.44%, 3.73%, 31.21%, 4.57% and 3.05% of
the total issued share capital of our Company. Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star,
Kailai Star and Liuliu Star are a group of Controlling Shareholders upon the Listing. See
‘‘Relationship with our Contro lling Shareholders’’ for details.
DIVIDEND POLICY
No dividend was paid or declared by our Company or other entities comprising our Group
during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our
shareholders based on their equity interests in our Company as of March 31, 2026, which was fully
paid on May 12, 2026. Any declaration and payment, as well as the amount of dividends, will be
subject to our Articles of Association and the relevant PRC laws. We currently do not have any
dividend policy or fixed dividend pay-out ratio. We may distribute dividends by way of cash or by
other means that our Shareholders consider appropriate. Distribution of dividends is subject to the
discretion of our Shareholders and our Sharehold ers may authorize our Board to make distribution
plan. Our Board may recommend a distribution of dividends in the future after taking into account
our results of operations, financial condition, operating requirements, capital requirements,
Shareholders’ interests and any other conditions that our Board may deem relevant. We cannot
assure you that we will be able to distribute dividends of the above amount or any amount, or at all,
in any year. The declaration and payment of divid ends may also be limited by legal restrictions and
by loan or other agreements that our Company and our subsidiaries have entered into or may enter
into in the future.
LISTING EXPENSES
Listing expenses consist of professional fees, u nderwriting commissions and other fees incurred
in connection with the Global Offering. We expec t to incur listing expenses of approximately
HK$59.5 million (based on the Offer Price of HK$43.58 per Offer Share and assuming the
Over-allotment Option is not exercised), which accounts for approximately 11.9% of the gross
proceeds from the Global Offering. We estimate th e listing expenses to consist of approximately
HK$20.0 million in underwriting f ees and HK$39.5 million in non-und erwriting fees. Among of the
total listing expenses, approximately HK$26.3 millio n will be directly attributable to the issue of our
Shares, which will be deducted from equity upon the completion of the Global Offering, and the
remaining HK$33.2 million will be expensed in our c onsolidated statements of profit or loss and
other comprehensive income. Our Directors do no t expect such expenses to materially impact our
results of operations in 2025. We did not recognize any listing expenses in 2023. We recognized
listing expenses of RMB5.8 million and RMB18.5 million in 2024 and 2025, respectively, in our
consolidated statements of profit or loss and other comprehensive income.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Recent Development
After the Track Record Period, we have experienced a steady business growth. The growth was
primarily driven by our continuous product development efforts and multi-channel sales network.
We launched new dried plum products and products in packages for Chinese New Year. In addition,
the sales volume continued increasing in the first quarter of 2026, compared to the same period in
2025.
SUMMARY
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During the course of February and April 2025, U.S. President Trump implemented tariffs on
several major trading partners, includin g China, with a baseline of 10% tariffs (‘‘ U.S. Reciprocal
Tariffs ’’). In response to the U.S. Reciprocal Tariffs , China adopted a series of trade measures
including raising its tariffs on certain U.S. goods. As of May 12, 2025, the United States and the
PRC entered into a bilateral tariff reduction arrangement under which the PRC reduced tariffs on
certain U.S. goods from 125% to 10%, while the United States lowered tariffs on Chinese goods
from 145% to 30%. This temporary reduction was su bsequently extended, and as of February 23,
2026, the 10% tariff rate imposed by the PRC on good s imported from the United States remains in
effect. On February 20, 2026, the U.S. Supreme Co urt struck down tariffs imposed by President
Trump pursuant to executive orders issued unde r a national emergency statute. On the same day,
President Trump announced a 10% across-the-boar d tariff, which he increased to 15% the following
day. During the Track Record Period, our procur ement from U.S. supplie rs mainly comprised
prunes, which amounted to nil, RMB3.3 millio n and RMB16.2 million in 2023, 2024 and 2025,
respectively, representing nil, 0.3% and 1.1% of our total purchase amount during the same years.
Our procurement from U.S. suppliers increased in 2025, mainly because we procured a large amount
of prunes from the U.S. in early 2025, prior to China’ s implementation of additional tariffs on U.S.
goods or after China lowered its tariffs on U.S. goods, mainly due to customer demand for our
prune-based products. We have found alternative suppliers for comparable prunes at competitive
price. In particular, we procured prunes from Chile at comparable cost and quality subsequent to
China’s implementation of additional tariffs.
Chile is one of the world’s largest prune exporters and is renowned for producing high-quality
prunes that meet international standards in terms o f size and taste. Chile’s favorable agricultural
conditions and efficient production processes allo w it to produce prunes at a competitive cost. In
addition, the China-Chile Free Trade Agreement , originally signed in 2005 and expanded in 2019,
significantly reduces tariffs on imports from Chile , ensuring that the procurement cost of Chilean
prunes remains highly competitive. As such, we do not expect that the tariff policy changes may
directly have material adverse effects on our business, financial condition and results of operations.
Dividends Post-Track Record Period
On May 10, 2026, we declared dividends of R MB67.3 million to our shareholders based on
their equity interests in our Company as of March 31, 2026, which was fully paid on May 12, 2026.
No Material Adverse Change
Our Directors have confirmed that, up to the dat e of this prospectus, there has been no material
adverse change in our financial or trading position or prospects since December 31, 2025, being the
date of our latest audited financial statements, and there has been no event since December 31, 2025
that would materially affect the information as set out in the Accountants’ Report in Appendix I to
this prospectus.
SUMMARY
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In this prospectus, unless the context otherwise requires, the following terms and expressions
have the meanings set forth below. Certain other terms are explained in ‘‘Glossary of Technical
Terms’’ in this prospectus.
‘‘Accountants’ Report’’ the accountants’ report of our Company for the Track Record Period,
as included in Appendix I to this prospectus
‘‘AFRC’’ the Accounting and Financial Reporting Council of Hong Kong
‘‘Anhui Green Plum’’ Qingmei Town Development Co., Ltd.* ( 青梅小鎮發展有限公司), a
company established in the PRC with limited liability on December 29,
2016 and one of our direct wholly-owned subsidiaries
‘‘Anhui Liuliu’’ Anhui Liuliumei Food Co., Ltd.* ( 安徽溜溜梅食品有限公司), (formerly
known as Anhui Liuliu Orchard Ecommerce Co., Ltd.* ( 安徽溜溜果園
電子商務有限公司)), a company established in the PRC with limited
liability on April 18, 1999 and one of our direct wholly-owned
subsidiaries
‘‘Anhui LIUM’’ Anhui Liuliumei Agriculture Co., Ltd.* ( 安徽溜溜梅農業有限公司),
(formerly known as Anhui Liuliume i Agricultural Technology Co.,
Ltd.* ( 安徽溜溜梅農業科技有限公司)), a company established in the
PRC with limited liability on March 11, 2015 and one of our direct
wholly-owned subsidiaries
‘‘Anhui Plum’’ Anhui Plum Natural Food Co., Ltd.* ( 安徽西梅纖生天然食品有限公司)
(formerly known as Anhui Liuliu mei Biotechnology Co., Ltd.* ( 安徽溜
溜梅生
物科技有限公司), a company established in the PRC with limited
liability on May 16, 2024 and one of our direct wholly-owned
subsidiaries
‘‘Articles of Association’’
or ‘‘Articles’’
the articles of associations of our Company, as amended from time to
time, which shall become effective on the Listing Date, a summary of
which is set out in Appendix V to this prospectus
‘‘Audit Committee’’ the audit committee of the Board
‘‘Beijing Sequoia’’ Beijing Sequoia Xiny uan Equity Investment Centre (Limited
Partnership)* ( 北京紅杉信遠股權投資中心（有限合夥）), a limited
partnership established in the PRC on June 14, 2012
‘‘Board’’ or ‘‘Board of
Directors’’
the board of directors of our Company
‘‘business day(s)’’ any day(s) (other than Sa turday(s), Sunday(s) or public holiday(s) in
Hong Kong) on which licensed banks in Hong Kong are generally open
for general banking business throughout their normal business hours
‘‘Capital Market
Intermediaries’’
the capital market intermediaries as named in the section headed
‘‘Directors, Supervisors and Partie s Involved in the Global Offering’’
‘‘CCASS’’ the Central Clearing and Settl ement System established and operated
by HKSCC
DEFINITIONS
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‘‘China’’ or ‘‘PRC’’ the People’s Republic of Ch ina and, except where the context otherwise
requires and only for the purpose of this prospectus, references in this
prospectus to China or the PRC exclude Hong Kong, the Macao
Special Administrative Region and Taiwan Region
‘‘Chinese government’’ or
‘‘PRC government’’
the central people’s government of the PRC, including all governmental
subdivisions (including provincial, municipal and other regional or
local government entities) and instr umentalities thereof or, where the
context requires, any of them
‘‘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
‘‘Companies Ordinance’’ the Co mpanies Ordinance (Chapter 622 of the Laws of Hong Kong), as
amended, supplemented and otherwise modified from time to time
‘‘Company’’ or ‘‘our
Company’’
Liuliumei Co., Ltd. ( 溜溜梅股份有限公司) (formerly known as Liuliu
Orchard Group Co., Ltd. ( 溜溜果園集團股份有限公司, 溜溜果園集團有限
公司，安徽溜溜果園集團有限公司，安徽溜溜果園科技有限公司，安徽凱
旋農業科技有限公司)), a company established in the PRC with limited
liability on September 4, 2009 and subsequently converted into a joint stock
company with limited liability on April 21, 2016
‘‘Controlling
Shareholder(s)’’
has the meaning ascribed to it under the Listing Rules and unless the
context requires otherwise, refers to Mr. Yang, Ms. Li, Jurun
Investment, Kaixuan Star, Kailai Star and Liuliu Star
‘‘Corporate Governance
Code’’ or ‘‘CG Code’’
the Corporate Governance Code as set out in Appendix C1 to the
Listing Rules
‘‘CSRC’’ the China Securiti es Regulatory Commission (
中國證券監督管理委員
會)
‘‘Designated Bank’’ HKSCC Partic ipant’s EIPO Designated Bank
‘‘Director(s)’’ the director(s) of our Company
‘‘Domestic Share(s)’’ or
‘‘Domestic Unlisted
Share(s)’’
ordinary share in our capital, with a nominal value of RMB1.0 each,
which are subscribed for and paid up in Renminbi, which are not listed
on any stock exchange
‘‘EIT’’ the PRC enterprise income tax
‘‘EIT Law’’ the PRC Enterprise Income Tax Law ( 《中華人民共和國企業所得稅
法》), as amended, supplemented or otherwise modified from time to
time
‘‘Extreme Conditions’’ the occurrence of ‘‘extreme conditions’’ as announced by any
government authority of Hong Kong due to serious disruption of
public transport services, extens ive flooding, major landslides,
large-scale power outage or any o ther adverse conditions before
Typhoon Signal No. 8 or above is replaced with Typhoon Signal No.
3o rb e l o w
DEFINITIONS
–1 4–


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‘‘FINI’’ or ‘‘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 issues
‘‘Fujian Green Plum’’ Fujian Qingmei Town Co., Ltd.* ( 福建青梅小鎮有限公司), a company
established in the PRC with limited liability on September 26, 2016 and
one of our direct wholly-owned subsidiaries
‘‘Fujian Liuliu’’ Fujian Liuliu Orchard Food Co., Ltd.* ( 福建溜溜果園食品有限公司), a
company established in the PRC with limited liability on May 25, 2009
and one of our direct wholly-owned subsidiaries
‘‘Fujian LIUM’’ Fujian Liuliumei Agr icultural Technology Co., Ltd.* ( 福建溜溜梅農業
科技有限公司), a company established in the PRC with limited liability
on December 17, 2014 and one of our direct wholly-owned subsidiaries
‘‘General Rules of
HKSCC’’
the General Rules of HKSCC as may be amended or modified from
time to time and where the context so permits, shall include the
HKSCC Operational Procedures
‘‘Global Offering’’ the Hong Kong Public O ffering and the International Offering
‘‘Group’’, ‘‘our Group’’,
‘‘we’’, ‘‘us’’, or ‘‘our’’
our Company and our subsidiaries, or any one of them as the context
may require or, where the context refers to any time prior to its
incorporation, the business which its predecessors or the predecessors
of its present subsidiaries, or any one of them as the context may
require, were or was engaged in and w hich were subsequently assumed
by it
‘‘Guangxi Liuliu’’ Guangxi Liuliu Or chard Industrial Park Co., Ltd.* ( 廣西溜溜果園產業
園有限公司), a company established in the PRC with limited liability on
April 22, 2019 and one of our dire ct wholly-owned subsidiaries
‘‘Guangxi LIUM’’ Guangxi Liuliumei A gricultural Technology Co., Ltd.* ( 廣西溜溜梅農
業科技有限公司), a company established in the PRC with limited
liability on June 5, 2020 and one of our direct wholly-owned
subsidiaries
‘‘Guide’’ the Guide for New Listing App licants published by the Stock Exchange
‘‘H Share Registrar’’ Computershare Hong Kong Investor Services Limited
‘‘H Share(s)’’ ordinary share(s) in the share capital of our Company with nominal
value of RMB1.0 each, which are to be subscribed for and traded in
Hong Kong dollars and are to be listed on the Stock Exchange
‘‘HK$’’ or ‘‘Hong Kong
dollars’’ or ‘‘HK
dollars’’
Hong Kong dollars and cents respectively, the lawful currency of Hong
Kong
‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exch anges and Clearing Limited
DEFINITIONS
–1 5–


--- page 25 ---
‘‘HKSCC EIPO ’’ the application for the Hong Kong Offer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS to be
credited to your designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your behalf,
including by instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer Shares on your behalf
‘‘HKSCC Nominees’’ HKSCC Nominees Limit ed, a wholly-owned subsidiary of HKSCC
‘‘HKSCC Operational
Procedures’’
the operational procedures of HKSCC, containing the practices,
procedures and administrative o r other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI
or any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to time in
force
‘‘HKSCC Participant’’ a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing part icipant or a custodian participant
‘‘Hong Kong’’ or ‘‘HK’’ the Hong Kong Special Ad ministrative Region of the People’s Republic
of China
‘‘Hong Kong Offer
Shares’’
the 1,146,500 H Shares initially offered for subscription pursuant to the
Hong Kong Public Offering, subject to reallocation as described in the
section headed ‘‘Structure of the Global Offering’’
‘‘Hong Kong Public
Offering’’
the offering by our Company of the Hong Kong Offer Shares for
subscription by the public in Hong Kong, as further described in the
section headed ‘‘Structure of the Global Offering’’
‘‘Huaan Fund’’ Wuhu Huaan Zhanxin Equity Investment Fund Partnership (Limited
Partnership)* ( 蕪湖華安戰新股權投資基金合夥企業（有限合夥）), a
limited partnership established in the PRC on July 29, 2023
‘‘Hong Kong
Underwriters’’
the underwriters of the Hong Kong Public Offering listed in the section
headed ‘‘Underwriting — Hong Kong U nderwriters’’ in this prospectus
‘‘Hong Kong
Underwriting
Agreement’’
the underwriting agreement dated June 4, 2026 relating to the Hong
Kong Public Offering entered into by, among other parties, our
Company and the Controlling Shareholders, the Joint Sponsors, the
Overall Coordinators, and the Hong Kong Underwriters, as further
described in the section headed ‘‘Underwriting — Underwriting
Arrangements and Expenses — Hong Kong Public Offering’’ in this
prospectus
‘‘Independent Third
Party(ies)’’
an individual(s) or a company(ies) who or which, as far as our
Directors are aware after having made all reasonable enquiries, is/are
not a connected person of our Company
DEFINITIONS
–1 6–


--- page 26 ---
‘‘International Offer
Shares’’
the H Shares initially offered by our Company for subscription at the
Offer Price pursuant to the Internat ional Offering together with, where
relevant, any additional H Shares which may be issued by our
Company pursuant to the exercise of the Over-allotment Option
(subject to reallocation as describe di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo f
the Global Offering’’ in this prospectus)
‘‘International Offering’’ the offer of the Int ernational Offer Shares by the International
Underwriters at the Offer Price outside the United States in offshore
transactions in accordance with Regulation S or any other available
exemption from registration under the U.S. Securities Act, as further
described in the section headed ‘‘Structure of the Global Offering’’ in
this prospectus
‘‘International
Underwriters’’
the group of international und erwriters, led by the Overall
Coordinators that is expected to enter into the International
Underwriting Agreement to underwrite the International Offering
‘‘International
Underwriting
Agreement’’
the underwriting agreement expected to be entered into on or around
June 11, 2026 by, among other parties, our Company and the
Controlling Shareholders, th e Joint Sponsors, the Overall
Coordinators and the International Underwriters in respect of the
International Offering, as further described in the section headed
‘‘Underwriting — Underwriting Arrangements and Expenses —
International Offering’’ in this prospectus
‘‘Joint Bookrunners’’ the joint bookrunne rs as named in the section headed ‘‘Directors,
Supervisors and Parties Involved in the Global Offering’’
‘‘Joint Global
Coordinators’’
the joint global coordinators as na med in ‘‘Directors, Supervisors and
Parties Involved in the Global Offering’’
‘‘Joint Lead Managers’’ the joint lead manag ers as named in the section headed ‘‘Directors,
Supervisors and Parties Involved in the Global Offering’’
‘‘Joint Sponsors’’ CITIC Securities (Hon g Kong) Limited and Guoyuan Capital (Hong
Kong) Limited
‘‘Jurun Investment’’ Anhui Juru n Investment Company Limited* ( 安徽聚潤投資有限公司),
a company established in the PRC with limited liability on January 6,
2015 and one of our Controlling Shareholders
‘‘Kailai Star’’ Wuhu Kailai Star Inves tment Partnership Enterprise (Limited
Partnership)* ( 蕪湖凱萊之星投資合夥企業（有限合夥）), a limited
partnership established in the PRC with limited liability on June 18,
2015 and one of our Controlling Shareholders
‘‘Kaixuan Star’’ Wuhu Kaixuan Star Inve stment Partnership Enterprise (Limited
Partnership)* ( 蕪湖凱旋之星投資合夥企業（
有限合夥）), a limited
partnership established in the PRC with limited liability on June 18,
2015 and one of our Controlling Shareholders
DEFINITIONS
–1 7–


--- page 27 ---
‘‘Latest Practicable Date’’ May 26, 2026, being the latest practicable date for the purpose of
ascertaining certain information con tained in this prospectus prior to
its publication
‘‘Listing’’ the listing of the H Shares on the Main Board
‘‘Listing Committee’’ the Listing Committee of the Stock Exchange
‘‘Listing Date’’ the date on which dealings in our H Shares first commence on the Main
Board
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended, supplemented or otherwise
modified from time to time
‘‘Liuliu LIUM’’ Wuhu Liuliu LIUM Enterp rise Management Partnership (Limited
Partnership)* ( 蕪湖溜溜梅企業管理合夥企業（有限合夥）), a limited
partnership established in the PRC with limited liability on
November 25, 2025
‘‘Liuliu New Retail’’ Anhui Liuliumei New Retail Co., Ltd.* ( 安徽溜溜梅新零售有限公司)
(formerly known as Anhui Liuliu Orchard New Retail Marketing Co.,
Ltd.* ( 安徽溜溜果園新零售營銷有限公司)), a company established in
the PRC with limited liability on August 23, 2018 and one of our direct
wholly-owned subsidiaries
‘‘Liuliu Orchard’’ Wuhu Liuliu Orchard Ent erprise Management Partnership (Limited
Partnership)* ( 蕪湖溜溜果園企業管理合夥企業（有限合夥）), a limited
partnership established in the PRC with limited liability on November
25, 2025
‘‘Liuliu Ren’’ Wuhu Liuliu Ren Enterpr ise Management Partnership (Limited
Partnership)* ( 蕪湖溜溜人企業管理合夥企業（
有限合夥）), a limited
partnership established in the PRC with limited liability on
November 24, 2025
‘‘Liuliu Research
Institute’’
Anhui Liuliu Plum Research Institute Co., Ltd.* ( 安徽溜溜梅研究院有
限公司), a company established in the PRC with limited liability on
November 28, 2016 and one of our dir ect wholly-owned subsidiaries
‘‘Liuliu Sales’’ Anhui Liuliumei Sales Co., Ltd.* ( 安徽溜溜梅銷售有限公司) (formerly
known as Anhui Liuliu Orchard Sales Co., Ltd.* ( 安徽溜溜果園銷售有
限公司)), a company established in the PRC with limited liability on
July 2, 2018 and one of our direct wholly-owned subsidiaries
‘‘Liuliu Star’’ Wuhu Liuliu Star Ente rprise Management Partnership (Limited
Partnership)* ( 蕪湖溜溜之星企業管理合夥企業（有限合夥）), a limited
partnership established in the PRC with limited liability on January 20,
2025 and one of our Controlling Shareholders
‘‘Main Board’’ the stock market (excluding the option market) operated by the Stock
Exchange which is independent from and operated in parallel with
GEM of the Stock Exchange
DEFINITIONS
–1 8–


--- page 28 ---
‘‘MOF’’ the Ministry of Finance of the PRC ( 中華人民共和國財政部)
‘‘MOFCOM’’ the Ministry of Commerce of the PRC ( 中華人民共和國商務部)
‘‘Mr. Yang’’ Mr. Yang Fan ( 楊帆), spouse of Ms. Li, one of our Controlling
Shareholders, our executive Director, chairman of the Board and chief
executive officer
‘‘Ms. Li’’ Ms. Li Huimin ( 李慧敏), spouse of Mr. Yang, one of our Controlling
Shareholders
‘‘Nomination Committee’’ the nomination committee of our Board
‘‘NPC’’ or ‘‘National
People’s Congress’’
the National People’s Congress of the PRC ( 中華人民共和國全國人民
代表大會)
‘‘NPC Standing
Committee’’
the Standing Committee of National People’s Congress ( 全國人民代表
大會常務委員會)
‘‘Nuoxiang Dongchen’’ Changsha Nuoxiang Dongchen Equity Investment Partnership
Enterprise (Limited Partnership)* ( 長沙諾享東辰股權投資合夥企業（有
限合夥）), a limited partnership established in the PRC on October 13,
2020
‘‘Nuoxiang Jinhong’’ Changsha Nuoxiang Jinho ng Equity Investment Partnership Enterprise
(Limited Partnership)* ( 長
沙諾享瑾鴻股權投資合夥企業（有限合夥）), a
limited partnership established in the PRC on May 25, 2020
‘‘Offer Price’’ HK$43.58, the price per Offer Share in Hong Kong dollars (exclusive of
brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction levy of
0.00015%), at which Hong Kong Offer Shares are to be subscribed for,
to be determined in the manner further described in the section headed
‘‘Structure of the Global Offering — Pricing’’ in this prospectus
‘‘Offer Share(s)’’ the Hong Kong Offer Sha res and the International Offer Shares,
together with, where relevant, any additional H Shares which may be
issued by our Company pursuant to the exercise of the Over-allotment
Option
‘‘Overall Coordinators’’ the ov erall coordinators as named in the section headed ‘‘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 pursuant to the Intern ational Underwriting Agreement,
pursuant to which our Company may be required to allot and issue up
to an aggregate of 1,719,600 additional H Shares, representing
approximately 15% of the Offer Share s initially being offered under
the Global Offering, at the Offer Pri ce to, among other things, cover
over-allocations in the Internationa l Offering, if any, further details of
w h i c ha r ed e s c r i b e di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo ft h eG l o b a l
Offering — Stabilization’’ in this prospectus
DEFINITIONS
–1 9–


--- page 29 ---
‘‘PBOC’’ the People’s Bank of China ( 中國人民銀行), the central bank of the
PRC
‘‘Plum Jelly Tech’’ Wuhu Plum Jelly Natural Food Technology Co., Ltd.* ( 蕪湖梅凍天然
食品科技有限公司), a company established in the PRC with limited
liability on February 24, 2022 and o ne of our direct wholly-owned
subsidiaries
‘‘PRC Company Law’’ or
‘‘Company Law’’
the Company Law of the PRC 《中華人民共和國公司法》,a se n a c t e db y
the Standing Committee of the Eigh th National People’s Congress on
December 29, 1993 and effective on July 1, 1994, as amended,
supplemented or otherwise modified from time to time
‘‘PRC Legal Advisors’’ AllBright Law Office s, legal Advisors to our Company as to PRC Law
‘‘Pre-IPO Investment(s)’’ the investment(s) in our Company undertaken by the Pre-IPO
Investors, as set out in ‘‘Histo ry, Development and Corporate
Structure — Pre-IPO Investments’’
‘‘Pre-IPO Investors’’ our pre-IPO investors i nr e l a t i o nt oP r e - I P OI n v e s t m e n t sr e c e i v e db y
our Group. For details, see ‘‘History, Development and Corporate
Structure — Pre-IPO Investments’’
‘‘Pre-IPO Share Incentive
Plan’’
the share incentive plan adopted by our Company on December 17,
2025, the principal terms of which are summarized in ‘‘Appendix VI —
Statutory and General Information — D. Pre-IPO Share Incentive
Plan’’
‘‘Pre-IPO Share Incentive
Platform(s)’’
our employee share incentive platfo rm(s) including Kailai Star, Liuliu
Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren
‘‘prospectus’’ this prospectus being issued in connection with the Hong Kong Public
Offering
‘‘Regulation S’’ Regulation S under the U.S. Securities Act
‘‘Remuneration and
Appraisal Committee’’
the remuneration and appraisal committee of our Board
‘‘RMB’’ or ‘‘Renminbi’’ Renminbi, the lawful currency of the PRC
‘‘SAFE’’ the State Administration of Foreign Exchange of the PRC ( 中華人民共
和國外匯管理局)
‘‘SAMR’’ the State Administration for Market Regulation of the PRC ( 中華人民
共和國國家市場監督管
理總局)
‘‘SFC’’ the Securities and Futures Commission of Hong Kong
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented and modified from time to
time
DEFINITIONS
–2 0–


--- page 30 ---
‘‘Share(s)’’ ordinary share(s) with nominal value RMB1.0 each in the share capital
of our Company, comprising Domestic Shares and H Shares
‘‘Shareholder(s)’’ holder(s) of the Share(s)
‘‘Shenzhen Junrong’’ Shenzhen Junrong Partnership (Limited Partnership)* ( 深圳君榮實業合
夥企業（有限合夥）), a limited partnership established in the PRC on
September 8, 2015
‘‘State Council’’ the State Council of the PRC ( 中華人民共和國國務院)
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘Supervisor(s)’’ member(s) of our Supervisory Committee
‘‘Supervisory Committee’’ the Supervisory Committee of our Company
‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs issued by
the SFC, as amended, supplemented or otherwise modified from time
to time
‘‘Track Record Period’’ the periods comprisi ng the three years ended December 31, 2023, 2024
and 2025
‘‘United States’’ or ‘‘U.S.’’ the United States of America
‘‘U.S. dollars’’, ‘‘US$’’ or
‘‘USD’’
United States dollars, the lawful currency of the United States
‘‘Underwriters’’ the Hong Kong Underwrite rs and the International Underwriters
‘‘Underwriting
Agreements’’
the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
‘‘U.S. Securities Act’’ the United States Securi ties Act of 1933, as amended and supplemented
or otherwise modified from time to time, and the rules and regulations
promulgated thereunder
‘‘White Form eIPO’’ the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted on line 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
‘‘Xingnong Fund’’ Wuhu Fanchang District Xingnong Industrial Investment Fund Co.,
Ltd.* ( 蕪湖市繁昌區興農產業投資基金有限公司), a company
established in the PRC with limited liability on December 21, 2021
‘‘Zhangzhou Nida’’ Zhangzhou Nida Ag ricultural Technology Co., Ltd.* ( 漳州市尼嗒農業
科技有限公司), a company established in the PRC with limited liability
on April 1, 2026 and one of our direct wholly-owned subsidiaries
DEFINITIONS
–2 1–


--- page 31 ---
‘‘Zhaoan Liuliu’’ Zhaoan Liuliu Orchard Food Co., Ltd.* ( 詔安溜溜果園食品有限公司),
a company established in the PRC with limited liability on September
27, 2010 and one of our direct wholly-owned subsidiaries
‘‘Zhongnongan Testing’’ Anhui Zhongnongan Inspection and Testing Center Co., Ltd.* ( 安徽中
農安檢驗檢測中心有限公司), a company established in the PRC with
limited liability on December 26, 2016 and one of our indirect
wholly-owned subsidiaries
Unless otherwise expressly stated or the cont ent otherwise requires, in this prospectus:
. all times refer to Hong Kong time and references to years in this prospectus are to calendar
years;
. the terms ‘‘associate(s)’’, ‘‘close associate(s)’’, ‘‘connected person(s)’’, ‘‘core connected
person(s)’’, ‘‘connected transaction(s)’’, ‘‘subsidiary(ies)’’ and ‘‘substantial shareholder(s)’’
shall have the meanings ascribed to such terms in the Listing Rules; and
. 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 figures preceding them.
DEFINITIONS
–2 2–


--- page 32 ---
This glossary of technical terms contains explanations of certain technical terms used in this
prospectus. As such, these terms and their meanings may not correspond to standard industry
meanings or usage of these terms.
‘‘Aseptic filling
technology’’
a manufacturing process where a sterile product is transferred into
pre-sterilized containers within a sterile environment to prevent
contamination
‘‘CAGR’’ compound annual growth rate
‘‘China-Chile Free Trade
Agreement’’
a bilateral trade pact aimed at eliminating tariffs and fostering
economic cooperation between China and Chile
‘‘CO
2e’’ carbon dioxide equivalent
‘‘CRM’’ customer relationship management system
‘‘Double Eleven’’ an an nual online sales event in China on November 11
‘‘ERP system’’ enterprise resource planning system
‘‘GHG’’ greenhouse gas, a gas that absor bs and emits radiant energy within the
thermal infrared range, cau sing the greenhouse effect
‘‘HACCP’’ Hazard Analysis Critical Control Points, a food safety risk
management system which focuses on identifying and controlling
food safety hazards
‘‘ISO 22000’’ food safety management s ystem requirements published by ISO
‘‘ISO/TS19657 : 2017’’ definitions and technical cri teria, such as acceptable sources, materials
and processes, to be fulfilled for food ingredients to be considered as
natural
‘‘KA customers’’ key accounts customer groups of the Company, primarily consisting of
chain snack stores, national and regional supermarkets, well-known
online retailers and cha in convenience stores
‘‘KOL(s)’’ key opinion leader(s)
‘‘OA system’’ office automation system
‘‘OEM’’ original equipment manufacturing, where a manufacturer
manufactures a product in accordan ce with the customer’s design and
specifications and is marketed a nd sold under the customer’s brand
name or under no specific brand
‘‘PE’’ polyethylene
‘‘SKU’’ acronym for minimum stock keeping unit, a unique identifier for each
distinct product and service that can be purchased
‘‘618 Shopping Festival’’ an annual online sales event in China on June 18
GLOSSARY OF TECHNICAL TERMS
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This prospectus contains certain forward-looking statements and information relating to our
Company and our subsidiaries that are based on the beliefs of our management as well as
assumptions made by and information currently a v a i l a b l et oo u rm a n a g e m e n t .W h e nu s e di nt h i s
prospectus, the words ‘‘aim’’, ‘‘anticipate’’, ‘‘believe ’’, ‘‘can’’, ‘‘continue’’, ‘‘could’’, ‘‘forecast’’,
‘‘expect’’, ‘‘going forward’’, ‘‘intend’’, ‘‘ought to’’, ‘‘may’’, ‘‘might’’, ‘‘plan’’, ‘‘potential’’, ‘‘predict’’,
‘‘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, financial performance, liquidity and capital resources, some of
which may not materialize or may change. These statements are subject to certain risks, uncertainties
and assumptions, including the other risk factors as described in this prospectus. You are strongly
cautioned that reliance on any forward-looking s tatements involves known and unknown risks and
uncertainties. The risks and uncertainties facing our Company which could affect the accuracy of
forward-looking statements include, but are not limited to, the following:
. our operations and business prospects;
. future developments, trends and conditions in the industry and markets in which we
operate;
. our business strategies and plans to achieve these strategies;
. changes to the regulatory environment and general outlook in the industry and markets in
which we operate;
. our ability to reduce costs; and
. our dividend policy.
We do not guarantee that the transactions and events described in the forward-looking
statements in this prospectus will happen as de scribed, or at all. Actual outcomes may differ
materially from the information contained in the fo rward-looking statements as a result of a number
of factors, including, without limitation, the risks and uncertainties set forth in ‘‘Risk Factors’’ in
this prospectus. You should not rely upon forward-looking statements as predictions of future
events. We undertake no obligation, beyond what is required by law, to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made, even when
our situation may have changed.
FORWARD-LOOKING STATEMENTS
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In addition to other information in this prospectus, you should carefully consider the following
risk factors before making any investment decision in relation to our H Shares. Any of the following
risks may materially and adversely affect our business, financial condition or results of operations, or
otherwise cause a decrease in the trading price of our H Shares and cause you to lose part or all of the
value of your investment in our H Shares. These factors are contingencies that may or may not occur,
and we are not in a position to express a view on the likelihood of any such contingency occurring.
The information given is as of the Latest Practicable Date unless otherwise stated, will not be
updated after the date hereof, and is subject to the cautionary statements in the section headed
‘‘Forward-Looking Statements’’ in this prospectus.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Any changes in consumer tastes or any unforeseen circumstances with a negative impact on consumer
demand may materially and adversely affect our business and financial performance.
Consumer demand for fruit snacks and plum-ba sed products is unpredictable and evolves
constantly. Demand is influenced by various factors such as spending power, consumption patterns,
social media trends, as well as public perception of plum-based products or the snack food in
general. Our business development depends parti ally on our ability to proactively anticipate and
identify market trends, continuously upgrade our existing products and launch new offerings in a
timely and cost-effective manner to meet evolving consumer preferences. Our products may fail to
capture shifting market trends. Any changes in consumer preferences and tastes, or our failure to
anticipate, identify or adapt to market trends, may impose pressure on our sales and the pricing of
our product, and may lead to incre ases in selling and distribution expenses. Moreover, the rapid
changes in consumer preferences require us to invest resources in product development and market
research. Notwithstanding our investment, we cannot assure you that our upgraded products or
newly launched offerings will align with market tre nds or meet consumer expectations. Any failure to
do so may materially and adversely affect our business, financial condition and results of operations.
Any negative publicity related to our brand, our products or our shareholders, directors, officers,
employees and business partners will materially and adversely affect our reputation and results of
operations.
Any complaints, claims or negative media coverage relating to our brand, our products or our
shareholders, directors, officers, employees and business partners may impair the goodwill of our
brand, even if such claims are meritless. Moreover , any negative publicity relating to our brand may
not only affect the market acceptance of our existing products but could also disrupt our product
development plans, causing material and adverse e ffects to our reputation and results of operations.
In addition, our marketing campaigns featuring c elebrities and KOLs are inherently risky and may
fail to deliver satisfactory outcomes. We may not a lways select a spokesperson who suits our brand
values or effectively appeals to our target consu mers, which could limit the impact of our campaigns.
Any negative publicity involving our selected celebrities and KOLs, such as scandals or
inappropriate behavior, could tarnish our brand image due to our brand’s associations with them.
There is no assurance that they will generate the exp ected market responses or lead to satisfactory
sales performance. If these campaigns fail to re sonate with our target audience, we may incur
substantial financial losses. We are also susceptib le to the risk of industry-wide restrictions on the
use of celebrities and KOLs in marketing campai gns. Such regulations c ould limit our ability to
effectively leverage endorsements, further impac ting our marketing efforts and sales outcomes. If
any of these situations occur, our business, financial condition and results of operations may be
materially and adversely affected.
RISK FACTORS
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We face various supply chain risks.
Our raw materials primarily include plums, p runes, fresh fruits and konjac, among others.
Seasoning and other auxiliary materials such as s alt and sugar are also used in our production. In
2023, 2024 and 2025, our raw ma terial costs amounted to RMB575.5 million, RMB771.4 million and
RMB807.4 million, respectively, accounting for 43.5%, 47.7% and 47.2% of total revenue for the
same years. As a result, if we are unable to procu re the necessary raw materials in sufficient
quantities at competitive prices, our production e fficiency and profit margins may be materially and
adversely affected. The costs of the raw materials are subject to price volatility caused by a variety of
factors, including shifts in supply and demand, fluctuations in commodity prices, rising logistics and
warehousing costs, our bargaining position with suppliers, as well as macroeconomic condition and
catastrophic events. There is no assurance that our raw material costs will not increase significantly
in the future, and we cannot assure you that all or part of any such increased costs can be passed to
our customers in a timely manner or at all.
Our efforts to upgrade existing products, develop new products and promote new brands may not
generate the results we expect to achieve.
In 2023, 2024 and 2025, we incurred research and development expenses of RMB33.6 million,
RMB18.9 million and RMB27.9 million, respectively. However, the process of upgrading existing
products or innovating new ones is inherently risky, and there is no guarantee that our R&D efforts
will always deliver satisfactory outcomes. Fur thermore, the commercialization of new products
depends on multiple factors which may be beyond our control, including industry trends, market
demand, production efficiency, competition and consumer acceptance. Additionally, we may
attempt to launch new sub-brands under ‘‘Liuliumei ’’, and such attempt is subject to risks relating to
incorrect judgments regarding consumer preferences, market demand and brand image and pricing.
Any delays in launching new products or sub-brands can lead to missed market opportunities or
diminish the appeal of our innovations, which, in turn, could adversely affect our brand reputation
and results of operations.
Failure to stay competitive may materially and adversely affect our results of operations and business
growth.
The snack food industry is highly competitive. We face competition from national and local
snack food companies that are seeking to expand into this market. Many of these competitors,
particularly those established snack food manufact urers, have already built strong brand recognition
and a robust consumer base across other snack cate gories. With their R&D capabilities and financial
resources, they are able to capture market trends and develop comparable or even superior products.
If they successfully enter the segments in which w e operate with products that meet consumers’
preferences, they may divert a significant portion of our existing consumers, which could negatively
affect our market shares and sales. In addition, our competitors may be able to source high-quality
plums and other raw materials at competitive prices. Specifically, they could establish strong
connections with local suppliers or leverage their economies of scale to negotiate more favorable
terms, thereby intensifying price competition withi n the industry. This heightened price competition
may pressure us to lower our retail prices to retain our consumers and attract new ones, which could
affect our profit margins and financial performance. These competitors with localized supply chains
may also minimize logistics costs, enabling the m to further lower the prices. Moreover, our
competitors may heavily invest in advertising and promotional activities to enhance their brand
visibility. This aggressive marketing approach cou ld challenge our brand recognition and force us to
increase our own advertising spending to defend our market position. As a result, we may need to
devote significant resources to sa les and marketing efforts, which ma y increase our operational costs
and place additional strain on our business growth.
RISK FACTORS
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Any negative publicity related to the snack food industry, including the use of food additives,
preservatives, flavor enhancers and food colorant in production, may materially and adversely affect our
reputation and results of operations.
Any negative publicity surrounding the entire snack food industry, even if it is not directly
related to our brand or products, may adversely affect the market acceptance of our products and
business operation. Media coverage or the pub lic perception regarding the use of additives,
preservatives flavor enhancers and food coloran t in snack foods may reinforce the stereotype that
snack foods are unhealthy, diverting consumers who are pivoting to healthier lifestyles.
Additionally, social media and e-commerce pla tforms play a pivotal role in shaping consumer
perceptions, which may result in the stereotypical views that portray any snacks, including the ones
that we produce, as unhealthy. Such negative perceptions could further divert potential buyers and
restrict our market reach. There is no guarantee t hat our efforts will succeed in reshaping consumers’
perception. If we are unable to effectively differentiate our products from other snack foods and
align with changing consumer trends, we may exp erience a decline in sales volume and a loss in
business opportunities.
Any failure to maintain food safety and quality could materially and adversely affect our reputation and
subject us to regulatory scrutiny.
Maintaining consistent product quality and food safety relies on the effectiveness of our quality
control systems, which may be influenced by a num ber of factors, such as the design of our quality
control systems and our ability to ensure that our employees and third parties comply with those
quality control policies and guidelines. We canno t assure you that our quality control systems would
be effective at all times, or that we can identify a ny defects in our systems in a timely manner. Issues
such as improper production, processing, delivery a nd warehousing, neglect in implementing proper
product validation, substandard raw materials, or other unforeseen events can compromise product
quality and raise food safety concerns. These issu es can lead to legal proceedings and regulatory
scrutiny, which are often costly and time-con suming. Other than these immediate effects, such
incidents can cause long-lasting damage to our brand reputation, eroding consumer trust and
affecting our business, financial condition and results of operations in the long term. In cases where
quality issues arise from suppliers, we may need to ne gotiate or initiate litigation against them to
recover losses from substandard raw materials. T hese disputes can be expen sive and divert resources
from our core operations, negatively affecting our profitability. Moreover, compensation clauses in
supplier contracts may not fully cover our financia l losses, and even if litigation is resolved in our
favor, enforcing judgments may not adequate ly compensate us for the damages incurred.
Any failure to maintain our relationships with food processing equipment suppliers may materially and
adversely affect our business operations.
We cannot assure you that our investments and upgrades in production equipment and
facilities can be carried out successfully, or generat e positive cash flows or profitable returns within a
short period of time, or at all. For example, our plum je lly factory collaborates strategically with our
Japanese equipment supplier, Orihiro, whose pro prietary aseptic filling technology significantly
extends the shelf life of plum jelly. However, we m ay not be able to maintain our relationship with
Orihiro or other overseas food processing equipment suppliers due to various reasons, such as
disputes over contractual terms, our failure to m aintain the purchase volumes stipulated in the
agreements, or general geopolitical and economic circumstances. If these partnerships were to
terminate, our production capabilities could be ne gatively impacted, as our R&D efforts may not be
able to fully replicate or replace the advanced tech nologies provided by these partners. On the other
hand, our competitors may establish similar colla borations or develop comparable production
techniques, further eroding our competitive adv antage in production. As a result, any failure to
maintain these key partnerships or find alterna tive solutions could cause material and adverse
impact on our production efficiency, product development and market position, which may in turn
adversely affect our business, financial condition and results of operations.
RISK FACTORS
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Any inability to maintain, expand or optimize our sale s network may cause material and adverse effects
to our business operation.
Our multi-faceted sales network integrates o nline self-operated stores, supermarkets,
membership stores, snack stores and a distributorship network, encompassing both online and
offline scenarios. Revenue from our online sel f-operated stores, supermarkets and membership
stores, snack stores accounted for 33.3%, 59.2% and 69.0% of our total revenue in 2023, 2024 and
2025, respectively. However, if we are unable to con sistently maintain our relationships with these
customers or fail to attract their consumer bases, or if there are changes in the industries where our
customers, particularly snack stores, operate, or if the operational conditions of our major
customers deteriorate, we may incur significant co sts while failing to enhance our sales performance.
Moreover, as part of our omni-channel sales strategy, we have integrated e-commerce and live
commerce platforms to expand our sales, launchin g self-operated channels and flagship stores.
However, we have limited control over the operatio ns of these platforms, which could be vulnerable
to various risks, including outages, data breaches , power failures, computer viruses, cyberattacks,
vandalism and other disruptive events, which could also disrupt our operations and negatively
impact our business, financial condition and results of operations. Additionally, there is no
guarantee that our online sales strategy will be implemented as planned, or at all.
Failure to manage and develop our distribution network may cause material and adverse impact on our
business operations.
Our comprehensive distribution network is key to our sales strategy in penetrating local
markets. In 2023, 2024 and 2025, our sales to distributors accounted for 66.7%, 40.8% and 31.0% of
our revenue, respectively. As of December 31, 2023, 2024 and 2025, we had 1,398, 1,396 and 1,439
distributors, respectively. Any disruptions or inefficiencies in developing and managing our
distribution network may result in high operational costs, reduced sales and a weakened market
presence. However, we may not be able to maintain ou r relationships with existing distributors or
engage new ones in a timely manner and at acceptable cost. In addition, some of our distributors
may promote competitors’ product s, which can divert their efforts in selling our offerings. They may
also encounter challenges in effectively penetrati ng new markets, disrupting our market expansion
and limiting our growth potential. Managing an extensive distribution network also incurs
significant costs, including expenses related to m onitoring distributor performance, providing
training and support and maintaining incentives to ensure alignment with our sales goals. However,
there is no guarantee that we will always be successful in detecting noncompliance by our
distributors with their contractual obligations, which may harm our brand reputation and strain our
relationships with other distributors. Furthermore, if consumer demand for our products declines or
if distributor orders fail to align with actual market demand, our distributors may reduce their usual
orders or refrain from ordering new products, leading to a significant decline in sales volume. In
addition, we cannot assure you that our measures to mitigate cannibalization risks among the
distributors and other sales channels would be e ffective at all times. See ‘‘Business — Our Sales
Channels — Coordination between Sales Channel s.’’ Any disruption or failure in our ability to
optimize these channels may lea d to a material and adverse impact on our business, financial
condition and results of operations.
We consider the formulas and production methods of our products as critical trade secrets, and our
failure to safeguard such secrets will harm our business operation.
Our success and continued growth greatly depend on a range of proprietary knowledge and
trade secrets, including the formulas for our products and food processing equipment and
technologies used in production. Our employees, OEM manufacturers or other business partners
may inadvertently or intentionally disclose our tra de secrets to others, including our competitors.
Any leakage of our trade secrets may cause a loss of our competitive advantage, further affecting our
business, financial condition and results of operations.
RISK FACTORS
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If we fail to maintain or upgrade our production eq uipment and facilities, or if we fail to successfully
implement production expansion plans, our production efficiency and business growth may be negatively
impacted.
We may encounter capacity shortages if consumer demand for our products surges. Our
production expansion plan may not be successful due to various reasons, including (i) the
availability of suitable locations for new p roduction premises, (ii) proximity to logistics
infrastructure, (iii) the sufficiency of manageme nt and financial resources, and (iv) our ability to
hire, train and retain skilled personnel. Any fa ilure to execute the plan may lead to production
capacity shortage and incur substantial investment losses, causing material and adverse effects to our
business, financial condition and results of operations. We cannot assure you that investments in
expanding or upgrading our production facilities will succeed or generate profits in the short term.
These investments may rather become wasteful or obsolete due to the rapid technological
advancements or shifts in industry standards. Failure to effectively expand our production
capacity or adapt to technological changes could hinder our future growth.
Any disruption to our production process or incidents related to our production may materially and
adversely affect our business operations.
Our production process is subject to potential disruptions arise from a variety of causes,
including equipment malfunctions or personnel misconduct, which may be beyond our control. We
may also face the risk that repairs may be delayed. Any such delay in repairing critical production
equipment could result in extended periods of downt ime, leading to significant interruptions in our
production processes, which would undermin e our ability to meet market demand and impact our
inventory levels. In addition to disruption risks caused by human error or equipment malfunctions,
our production may be severely disrupted by natu ral disasters and other force majeure events,
including fires, earthquakes, pandemics, or extreme weather conditions such as droughts, floods,
severe heat or cold, typhoons or storms. Such events may cause extensive damage to our production
facilities, rendering our machinery and infrast ructure inoperable for extended periods of time.
Furthermore, these events may also disrupt essent ial services such as power, water or gas supplies,
which are critical to our production processes. In addition, transportation channels could be
affected, limiting our ability to source raw mater ials or distribute finished goods to customers,
further compounding adverse effects to our business, financial condition and results of operations. If
we are unable to resume production in a timely manner following production disruption, or if we
cannot find alternative production facilities t o continue operations, we may face significant
challenges in meeting consumer demand, resulting i n delays in product delivery, inventory shortages
and loss of customer trust. Additionally, prolonged or repeated production disruptions would result
in increased operational costs, redu ced sales and diminis hed profitability.
Our engagement with third-party contractors and OEM suppliers may reduce our control over food
safety, product quality, manufacturing yields, development and product delivery schedules.
We typically engage contractors to facilitate onl y certain phases of the production, such as the
pickling for our dried plum snacks. We also engage OEM suppliers for the production of plum jelly
and other plum-based products, due to the ever- increasing demand for our products. In these
collaborations, we provide raw materials directly to the third-party contra ctors and OEM suppliers
and require them to adhere to our strict quality standards and operational guidelines. However, we
may lack sufficient control over the preliminary processing and production of our contractors and
OEM suppliers, facing the risk that they may not fully comply with our production guidelines or fail
to meet our quality requirements. In particular, the y may experience operational issues that result in
delays or inadequate production volumes, which could leave us unable to meet consumer demand.
Additionally, these contractors’ and OEM supp liers’ failure to comply with our quality control
standards may cause food safety concerns and quality issues. If the products do not meet the
required quality standards, we may face product r ecalls, customer complaints, legal claims, or
regulatory penalties, all of which could lead to sig nificant financial liabilities and harm our brand
image.
RISK FACTORS
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We face the risk of inventory obsolescence.
As of December 31, 2023, 2024 a nd 2025, we had inventories of RMB425.9 million, RMB523.7
million and RMB673.4 million, respectively. Our in ventory turnover days in 2023, 2024 and 2025
were 181.7 days, 167.7 days and 198.2 days, respect ively. Our ability to accura tely forecast consumer
demand is essential for maintaining an optimal inv entory level, given the short shelf life of both our
raw materials and finished products. However, unanticipated events may significantly affect
consumer demand, leading to excess inventory, which could further result in inventory obsolescence,
a decline in inventory value, or the need for inven tory write-downs. We cannot assure that our
inventory management system will always function effectively. Any inefficiencies or failures in the
system may further exacerbate inventory-related i ssues and adversely affect our business, financial
condition and results of operations.
Disruptions in our own or third-party warehouses could damage raw materials, work-in-progress and
finished products, while delays or mishandling by third-party logistics providers may affect timely
product delivery.
During the Track Record Period and up to the Latest Practicable Date, we primarily operated
our own warehouses. During peak sales seasons o r raw material procurement periods, we rent
third-party warehouses on a small scale to store raw materials, work-in-prog ress and finished goods.
Some unforeseeable events that are beyond our c ontrol, such as climate disasters, may lead to
inventory loss, delays in delivery and disruptions in our supply chain which could disrupt our
operations, strain customer relationships and cau se financial losses. During the Track Record Period
and as of the Latest Practicable Date, the majority of our product transportation was provided by
independent third-party logistics service provide rs. Our logistics providers may delay their delivery
due to unforeseeable events beyond our control, such as natural disasters, tra ffic accidents or labor
strikes, disrupting our business operations. Furth ermore, if any of our logistics providers were to
suspend their services, we may not be able to promp tly secure a suitable alternative provider, which
could lead to delivery delays, hindering our ability to timely meet customer demand. We also face the
risk that our logistics providers may mishandle our products during delivery, resulting in damaged
goods. Such incidents can lead to customer dissatisfaction and harm our brand reputation. If
customers consistently receive products in poor condition, we may suffer from loss of customers, an
increase in product returns or complaints, further exacerbating the adverse effects on our
competitiveness and market position. Moreover, we may encounter increases in the cost of
logistics services, which could place additional financial pressure on our operational expenses. If we
are unable to either absorb these increased costs or pass them on to our customers through price
adjustments, our profit margins will be reduced, wh ich may adversely affect our business, financial
condition and results of operations.
Our measures may not completely avoid the occurrence of channel stuffing among different distribution
channels.
We operate a comprehensive and diversified sale s network that includes self-operated online
stores, supermarkets, membership stores, snack sh ops and an extensive network of distributors and
sub-distributors. We depend on distributors to pr ovide self-reported inventory data and primarily
conduct sample-based inventory reviews rather than comprehensive evaluations. Since we do not
have direct contractual relatio nships with sub-distributors, our visibility and control over their
inventory and sales practices remain limited. The rela tively short shelf life of our products increases
the risk of overstocking and potential product wastage if demand is overestimated. If distributors or
sub-distributors purchase more products than they can sell to end customers — whether to meet
minimum purchase requirements, take advantage of sales incentives, or for other reasons — it may
result in channel stuffing. Channe l stuffing can lead to excessive inventory build-up at the distributor
or sub-distributor level, heighten risks of product expiry or write-offs, and distort our sales figures
for the relevant year. If significant channel stuffi ng occurs, it could negatively impact our business,
financial condition, operational results, and brand reputation.
RISK FACTORS
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Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade
sanctions and foreign currency movements may materially and adversely affect our business, financial
condition and results of operations.
Our overseas business expansion is exposed to inte rnational trade policies, geopolitical tensions
and the imposition of tariffs, e xport controls or economic sanctions, which are inherently
unpredictable and beyond our control. In particular, geopolitical tensions and economic sanctions
may lead to restrictions on our product sales and r aw material procurement in certain countries,
limiting our access to key markets. Changes in trad e or investment agreements could result in bans
or limitations on our goods, thereby curbing our expansion efforts. In addition, sanctions could
strain our relationships with foreign partners and suppliers, adversely aff ecting our international
business.
Additionally, heightened tensions may shift con sumer preferences in overseas markets toward
domestically produced products, reducing demand for imported goods, including ours. In some
regions, we may face increased tariffs on our product s, driving up our products’ prices, undermining
our competitiveness and impacting our profit margins.
During the course of February and April 2025, U.S. President Trump implemented tariffs on
several major trading partners, including Canada, China, the European Union and Mexico, with a
baseline of 10% tariffs on all countries and an additional individualized reciprocal higher tariff on
the countries with which the U.S. has the largest trade deficits (‘‘ U.S. Reciprocal Tariffs ’’). In
response to the U.S. Reciprocal Tariffs, China adop ted a series of trade measures including raising
its tariffs on U.S. goods to 125%, which was subsequently suspended on May 12, 2025 for 90 days,
but will retain a 10% tariff during the period of the pause. This temporary reduction was
subsequently extended, and as of February 23, 2026, the 10% tariff rate imposed by the PRC on
goods imported from the United States remains in effect. On February 20, 2026, the U.S. Supreme
Court struck down tariffs imposed by President Trump pursuant to executive orders issued under a
national emergency statute. On the same day, Pr esident Trump announced a 10% across-the-board
tariff, which he increased to 15% the following d ay. During the Track Record Period, we sourced
certain prunes from the U.S. Our procurement f rom U.S. suppliers mainly comprised prunes,
representing nil, 0.3% and 1.1% of the total purch ase amount in 2023, 2024 and 2025, respectively.
We continued to procure prunes from the U.S., prio r to China’s implementation of additional tariffs
on U.S. goods or after China’s lower tariffs on U.S. goods, mainly due to customer demand for our
prune-based products. Under the new tariff regime , we may incur additional costs in these purchases
going forward. We may not be able to absorb the increased procurement costs or pass the costs to
consumers, thereby facing the decline in p rofitability of our prune-based products.
Moreover, these tariffs as well as their scope of application remain subject to further
negotiations and adjustments. There is also substant ial uncertainty in relation to the interpretation,
implementation and administration of the tariffs. Exi sting bilateral or multila teral trade agreements
between the U.S. and other countries may also affect the scope of application of the U.S. Reciprocal
tariffs. It is therefore uncertain how China may adjust its trade measures on U.S. goods. If China’s
tariffs on the U.S. goods continue to rise, and we ar e unable to find the alternative prune suppliers in
a timely and cost-effective manner, we may bear substantial cost surges that may adversely affect our
business, financial condition and results of operations.
Further, we are exposed to foreign currency ris k, as exchange rates fluctuate, related to our
procurement of raw materials and equipment, as well as our product exports. During the Track
Record Period, our procurement settled in foreign currency accounted for 15.3%, 13.3% and 22.6%
of the cost of sales in 2023, 2024 and 2025, respectively. The translational and transactional impacts
caused by fluctuation in exchange rates vary over time and may be more material in the future. There
can be no assurance that we can implement effecti ve measures to reduce or eliminate our exposure to
fluctuations in foreign exchange rates.
RISK FACTORS
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Counterfeit products that misappropriate our bran d may significantly harm our reputation and brand
image, and divert potential customers.
Our well-established brand has drawn the attention of imitators who produce and sell
unauthorized replicas of our products, misapp ropriating our brand without permission. These
counterfeit goods can potentially mislead our curre nt and prospective customers, resulting in the loss
of sales. In addition, low-quality counterfeit products could tarnish our brand reputation, leading to
a decline in financial performance, a reduction in market share and the need to allocate additional
resources towards identifying and pursuing legal action against these infringements. We cannot
assure you that our measures to curb the productio n and distribution of counterfeit products will
fully prevent unauthorized use of our trademarks or the imitation of our products. Ongoing
challenges with counterfeit goods could erode consumer trust and undermine our brand recognition,
ultimately affecting our bu siness, financial conditio n and results of operations.
If we fail to maintain our relationships with our cu stomers or meet their changing preferences, our
results of operations may be materially and adversely affected.
Our major customers primarily comprise major r etailers and distributors. During the Track
Record Period, revenue from our five largest customers in each year accounted for 14.2%, 33.1%
and 45.8% of our total revenue for the respective year. During the Track Record Period, revenue
from our largest customer in each year accounted for 3.4%, 14.1% and 16.4% of our total revenue
for the respective year. Any factors that cause these major customers to reduce their purchases,
including economic downturns, shifts in industry trends, or changes in their preferences, could
significantly affect the results of our operations. If some of our major customers encounter
operational issues, or if we fail to maintain or grow our revenue from existing customers or to
establish relationships with new customers, our business, financial condition and results of
operations could be materially and adversely affected.
Our business is subject to seasonality, which may cause fluctuations in consumer demand for our
products.
Consumer demand for our products is subject to seasonality. We experience pronounced sales
peaks during major holiday seasons and shopping events, such as Chinese New Year, the 618
Shopping Festival and Double Eleven. Meanwhile ,w ea l s oh a v el o ws e a s o n sw h e r ew ee x p e r i e n c e
lower profitability and reduced utilization of our production facilities. Our sales fluctuate due to
various factors, including, amo ng others, the timing of new product launches and the scheduling of
marketing and promotional activities. As a resul t, comparing sales and operating results across
different periods may not provide an accurate repres entation of our overall performance. Our results
in any given quarter or half-year period may not necessarily reflect the outcomes we may achieve for
the entire fiscal year. Therefore, you should be cauti ous when interpreting interim financial results,
as they may not be an accurate predic tor of our full-year performance.
We may not be able to sustain our historical growth rate, and our historical results of operations and
financial performance may not be indicative of our future growth or future performance.
Our revenue growth during the Track Record Peri od was primarily driven by the success of our
newly launched products, such as plum jelly and Chilean pitted prunes. However, we cannot
guarantee that future product launches will achi eve similar outcomes, as consumer preferences are
inherently unpredictable, and our innovations may not always resonate with customers to the same
extent as past offerings. Similarly, while our mar keting and promotional campaigns have been
effective during the Track Record Period, we c annot assure you that these strategies can be
replicated with the same level of success in the fu ture. Additionally, consumer demand can shift
quickly due to changing market tr ends and tastes, or external fact ors. We may not always be able to
anticipate or capture these changes in a timely ma nner, which could affect our ability to sustain
business growth.
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We may not be able to obtain, maintain and protect our intellectual property or may be involved in legal
disputes of infringement of third parties’ intellectual property, which may harm our reputation and
brand value, and adversely affect our business operations.
As of the Latest Practicable Date, we registe red 42 invention and utility model patents, 40
trademarks and 77 copyrights that are material to our business operations in China. However, we
face the risk of unauthorized use or infringement by third parties, particularly in cases where
counterfeit products misappropriate our intellectual property. Such infringement can be difficult to
detect and may harm our brand reputation and div ert our market share. We cannot assure you that
our measures to protect our intellectual property may always be effective. We may need to engage in
costly and time-consuming litigation to enforce ou r rights, with no guarantee of success. Failure to
protect our intellectual property could have a material adverse impact on our business operations
and product development. Monitoring and enforcing our rights can be challenging and
resource-intensive, and any failu re to safeguard our intellectual property could negatively affect
our business and market position. We also face the risk of being accused of infringing third parties’
intellectual property. Defend ing against these claims can be expensive and could damage our
reputation, thereby adversely affecting our business, financial condition and results of operations.
We may not be able to retain, attract, recruit and train management and other key personnel.
The composition and ongoing commitment of ou r management team have been critical to our
success and operational efficiency. If there are significant changes in the composition of our
management team or if key employees depart, we may not be able to find suitable replacements with
comparable industry expertise. Additionally, new recruits might not seamlessly adapt to our business
operation, leading to potential disruptions. Recruiting and training new personnel may also incur
additional costs and delay our growth, weakening our competitiveness and disrupting our
operations. The loss of such experienced leade rship could also affect our brand reputation and
our ability to maintain customer relationships.
Any failure to offer high-quality after-sales services or promptly address consumer complaints may
harm our relationships with them and, consequently, our business.
To maintain and enhance customer relationship s, providing high-quality after-sales services
and addressing consumers’ complaints are essential. We cannot assure you that we can always
provide satisfactory services to e very customer. There is a possib ility that our after-sales team may,
at times, unintentionally overlook certain compla ints, leading to customer dissatisfaction and
straining our relationships wit h customers. In the long term, such issues may harm our business
reputation and weaken customer trust, which wo uld adversely affect our business, financial
condition and results of operations.
Our failure to timely collect our trade and bills rece ivables, other receivabl es and prepayments may
adversely affect our financial performance.
We generally grant a credit period of one month to our retailer customers, and may extend up
to 30 to 60 days for major retailer customers. As of December 31, 2023, 2024 and 2025, our trade and
bills receivables were RMB80.5 million, RMB162 .9 million and RMB221.0 million, respectively. We
cannot guarantee that our customers or other parties could make payments to us in a timely manner,
and delays in their payments may cause an adverse effect on our liquidity position and working
capital efficiency, which may in turn increase our finance costs and adversely affect our financial
performance. Our trade and bills receivables tu rnover days were 23.4 days, 28.9 days and 42.7 days
in 2023, 2024 and 2025, respectively . With the expansion of our business, there is a possibility that
these turnover days will increase in the future, which will make it more challenging for us to manage
our working capital effectively, and our results of operations, financial condition and liquidity may
be materially and adversely affected. In addit ion, our prepayments may involve significant
uncertainties. As of December 31, 2023, 2024 an d 2025, the balance of our prepayments, other
receivables and other assets was RMB81.6 millio n, RMB147.4 million and RMB182.5 million,
respectively. However, we cannot assure you that s uppliers and third-party service providers will
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perform their obligations in a timely manner, whi ch may cause prepayment default and impairment
loss risk in relation to the prepayments, causing material and adverse effect to our business and
financial position. We cannot assure you that we will not incur material impairment losses in the
future.
We are subject to the risk of exposure to fair value change for our financial assets at fair value through
profit or loss (‘‘FVTPL’’) and valuation uncertainty due to the use of unobservable inputs.
Our financial assets at FVTPL primarily arose f rom our repurchase righ ts and other embedded
derivatives associated with specia l rights granted to shareholders, which are measured at fair value
with fair value, determined using significant unob servable inputs and valuation techniques. As of
December 31, 2023, 2024 and 2025, our financial assets at FVTPL amounted to RMB262.5 million,
RMB171.1 million and nil, respectively. The value of these equity instrument can fluctuate due to
various factors, such as market volatility, changes i n interest rates, shifts in our creditworthiness,
and other market-driven variables. The valuation o f these financial assets and equity instrument can
be highly uncertain, especially when unobservable inputs are used in valuation models. These inputs
might not accurately reflect actual market condit ions or could be based on assumptions that may not
materialize, leading to potential discrepancies b etween the recorded fair value and the price we might
obtain in an actual transaction. Any changes in th e fair value change of financial assets at FVTPL
may adversely affect our profit and loss statemen ts, potentially impacting our overall financial
condition and results of operations. There can be no assurance that we will recognize fair value gains
from financial assets in the future.
If we are unable to perform our contracts, our results of operations and financial condition may be
adversely affected.
Contract liabilities mainly arise from the advan ce payments received from distributors while
the underlying goods are yet to be provided. As of December 31, 2023, 2024 and 2025, we had
contract liabilities of RMB122.3 million, RMB73. 2 million and RMB83.8 million, respectively. If we
fail to honor our obligations under our contracts with customers, we may not be able to convert such
contract liabilities into revenue, and our custome rs may also require us to refund the prepayments
they have made, which may in turn adversely affect our financial performance. In addition, any
failure to honor our contractual obligations to customers may result in our relationship with such
customers to deteriorate, which may further affect our business, financial condition and results of
operations in the future.
We had net current liabilities during the Track R ecord Period. We cannot a ssure you that we will not
experience net current liabilities or net liabilities in the future, which could expose us to liquidity risks.
We had net current liabilities and assets duri ng the Track Record Period. As of December 31,
2023, 2024 and 2025, we recorded net current lia bilities of RMB239.0 million, RMB113.2 million and
net current assets of RMB29.1 million, respectively , mainly arising from our inventories, financial
liabilities at FVTPL, trade and bills receivables a nd interest-bearing bank borrowings. We cannot
assure you that we will not experience liquidity problems in the future. If we fail to maintain
sufficient cash and financing, we may not have suffi cient cash flows to fund our business operations
and capital expenditure and our business and financial position will be adversely affected.
We may experience discontinuation, reduction or delay of any preferential tax treatments or
government grants.
During the Track Record Period, we benefited from preferential tax treatment under relevant
tax policies. For example, certain o f our subsidiaries were qualifie d as small and micro enterprises
and were entitled to preferential corporate income tax rates of 5% in 2023, 2024 and 2025,
respectively. One of our subsidiaries in China wa s approved as High and Ne w Technology Enterprise
in 2022 and was entitled to a preferential corporate income tax rate of 15% in 2023, 2024 and 2025.
This qualification is subject to review by the rel evant tax authority in the PRC every three years. If
we lose eligibility for these tax incentives, ou r income tax expenses may increase, potentially
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affecting our financial results and profitability. We also receive government grants and subsidies,
primarily in the form of non-recurring financial assistance from local governments. These grants
amounted to RMB19.5 million, RMB33.8 millio n and RMB23.7 million in 2023, 2024 and 2025,
respectively. See Note 6 to the Accountants’ Repo rt in Appendix I to this prospectus. However, we
cannot assure you that we will continue to receive or benefit from such government support in the
future, and any reduction or cessation of these grants could adversely impact our financial
performance.
We may be subject to additional contributions of social insurance and housing provident funds and late
payments and fines imposed by relevant governmental authorities.
Pursuant to relevant PRC laws and regulations, e mployers are obligated to directly and duly
contribute to social insurance and housing provident funds for their employees. During the Track
Record Period, we failed to make and had not made social insurance and ho using provident funds
for some of our employees in full in accordance with the relevant PRC laws and regulations.
According to the applicable laws and regulations, the relevant co mpetent authorities may demand
that we take rectification measures. If we fail to take the measures as demanded, we may be subject
to fines. In addition, we engaged a third-party human resource agency to pay social insurance and
housing provident funds for a small number of our employees during the Track Record Period.
During the Track Record Period, the shortfall of our social insurance and housing provident
fund contributions amounted to approx imately RMB5.0 million, RMB5.2 million and RMB4.9
million in 2023, 2024 and 2025, respectively. Accord ing to the Social Insurance Law of the PRC ( 《中
華人民共和國社會保險法》), for the shortfall of social insura nce, we may be subject to the following
legal consequences: (i) to compensate for the shor tfall within a prescribed period and to pay a daily
overdue charge of 0.05% of the delayed payment amount, and (ii) to pay a fine of one to three times
the overdue amount if such payment is not made with in the stipulated period. Under the Regulations
on the Administration of Housing Provident Fund ( 《住房公積金管理條例》), for the shortfall of
housing provident funds, we may be subject to the f ollowing legal consequences: (i) to compensate
for the shortfall within a prescribed period, and (ii) an application may be made to the courts for
compulsory enforcement if the payment is not ma de within such time limit. In light of Article 19(1)
of the Supreme People’s Court’s Interpretation II on Several Issues Concerning the Application of
Law in Labor Dispute Cases ( 《最高人民法院關於審理勞動爭議案件適用法律問題的解釋（二）》)( t h e
‘‘New Judicial Interpretation ’’), any agreement or undertaking that exempts an employer from paying
social insurance contributions shall be deemed invalid. See ‘‘Re gulatory Overview — Regulations
Relating to Labor and Social Security.’’ As a resu lt, we may be required by competent authorities to
pay the outstanding amount, and could be subject to late payment penalties or enforcement
application made to the court.
The social insurance and housing provident contributions made by the third-party human
resource agency amounted to RMB1.4 million, RM B1.5 million and RMB1.2 million, respectively,
with the shortfall of such contributions amounting to RMB83.6 thousand, RMB81.8 thousand and
RMB127 thousand in 2023, 2024 and 2025, res pectively. We might be subject to additional
contribution, late payment fee and/or penalties imposed by the relevant authorities if the third-party
human resource agency failed to pay the social insurance or housing provident funds for the relevant
employees in full and/or in a timely manner, or if the validity of such arrangements are challenged by
relevant authorities. We might also be subject to potential labor disputes arising from such
arrangements with the relevant employees.
We cannot assure you that the relevant governme ntal authorities will not require us to pay the
outstanding amount and impose late fees or fines, pecuniary penalties or other administrative
actions on us. If we are otherwise subject to investig ations of such incidents related to labor laws and
are imposed severe penalties or incur significant l egal fees in connection with labor law disputes or
investigations, our results of operations, fina ncial performance and business prospects may be
materially and adversely affected.
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We are subject to various risks relating to third-party payments.
During the Track Record Period, certain of our c ustomers (individually or collectively, the
‘‘Relevant Customer(s) ’’) settled payments with us throug h accounts that do not belong to the
contractual parties, except for those settled thro ugh the accounts of the operators in the case of sole
proprietorships, under the corresponding sales and purchase agreements (the ‘‘ Third Party Payment
Arrangements ’’). In 2023, 2024 and 2025, the aggregate amount settled with the Relevant Customers
under the Third-Party Payment Arrangem ents was RMB299.8 million, RMB193.7 million and
RMB73.1 million, respectively, representing 22. 7%, 12.0% and 4.3% of the total revenue for the
same years. See ‘‘Business — Our Customers — T hird-Party Payment Arrangements.’’ We are
subject to various risks relating to such Third-p arty 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) institute d 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.
Any defect of our IT systems can subject us to regulatory scrutiny and legal proceedings, damaging our
reputation and negatively affecting our operation.
Our IT systems are susceptible to interruptions and data breaches due to a variety of factors
beyond our control. These could include natural disasters, telecommunications failures, system
flaws, cyberattacks, computer viruses, hacking a ttempts and other security vulnerabilities. Any
significant disruption to our IT systems could lead to operational delays, potentially interrupting our
production or delivery processes, which in tur n may result in lost sales and damage to our
reputation. To support our growth and adapt to the evolving digital landscape, we periodically
implement, modify and upgrade our IT systems, pa rticularly as we expand our online presence and
digitalize our production process. These upgrades often require significant investment, but there is
no guarantee that these modifications or upgrade s will deliver the expected benefits or lead to
increased profitability. In fact, such changes coul d introduce new technical issues, disrupt ongoing
operations or fail to generate returns that justi fy the incurred costs, potentially impacting our
business, financial condition and results of operations.
We face ESG-related risks.
We are subject to an increasingly complex frame work of ESG-related laws and regulations. We
are committed to improve our ESG performance across our business operations. However, we may
fail to uphold ourselves to the ESG standards. As consumers, investors and other stakeholders
increasingly prioritize ESG-rela ted issues, any perceived lapse in ou r commitment to these principles
could damage our brand and public image, makin g it harder to maintain customer loyalty and
attract investment. In turn, this noncomplianc e could cause a material adverse effect on our
business, financial condition and results of operations.
We may be involved in legal proceedings and disputes, which could materially and adversely affect our
reputation, business, results of operations and financial condition.
We are subject to the risks of litigation or legal proceedings in the ordinary course of business,
including matters related to product liability, labo rd i s p u t e so rc o n t r a c t u a ldisagreements. Whether
or not we can successfully defend against such cla ims, they could generate negative publicity,
damage our brand reputation and reduce consumer demand for our products. Becoming involved in
litigation could cause significant legal expens es, with uncertain outcomes that could lead to
unfavorable settlements or rulings adversely affecting our financial condition. In addition, managing
these legal matters would require substantial time and resources from our management, diverting
their attention from core business operations and potentially impacting ou r overall performance.
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We may encounter challenges in expanding our business overseas.
We have expanded our presence beyond China and are committed to continuing our global
expansion efforts, but our efforts may fail due t o our limited overseas operating experience. In
particular, our overseas operations are subject to complex and diverse regulatory environments. The
costs associated with complying with local laws and regulations may be substantial and could impose
significant operational burdens. We also face challenges in anticipating foreign consumers’
preferences due to different cultural contexts, taste profiles and consumption patterns. Our
inability to adapt our products to suit local tast es could limit demand and slow the growth of our
overseas business. Likewise, our branding and marketing strategies developed for the Chinese
market may not resonate with consumers in other countries, making it difficult to establish our
brand recognition. Moreover, we may fail to establish strong, cost-effective relationships with local
suppliers in overseas markets, which could drive up our procurement costs and further reduce our
profit margins. Without the ability to secure relia ble and efficient suppliers, our ability to operate
sustainably and profitably in these new markets m ay be compromised. Altogether, these challenges
could hinder our ability to successfully expand ove rseas, leading to increase d costs, delayed growth
and negative impact on our overall profitability.
We may not have sufficient insurance coverage to cover our business risks, including all losses or
potential claims by our customers, which would affect our business, results of operations and financial
condition.
We carry limited statutory insurance, which we b elieve aligns with industry standards for
businesses of our size and type. See ‘‘Business — Insurance.’’ However, if we incur substantial
uninsured losses, our financial results and operatio nal performance could be significantly impacted.
Additionally, we do not have insurance coverage for product liability or business interruptions
caused by natural disasters such as droughts, f loods, earthquakes or severe weather, nor for
disruptions in utility supply or o ther unforeseen events. Any cla ims related to product liability,
operational interruptions or the resulting losses c ould materially and adversely affect our business,
financial condition and results of operations.
We may face risks relating to labor relations, labor disputes, labor shortages and increases in labor
costs.
The production and sale of our products are labo r-intensive processes, and our success relies on
our ability to hire, train, retain and motivate a skilled workforce. Any deterioration in our
relationships with employees may lead to labor disp utes, potentially resulting in disruption to our
production and operations, which would adversely affect our business operations. As China’s
economy continues to grow, labor costs are expected to continue to increase. Additionally, labor
shortages and an aging population may exacerbate the labor cost issue. To remain competitive, we
may need to offer higher compensation packages, wh ich could materially increase our labor costs
and negatively impact our profitability, financial condition and results of operations. Prolonged
labor shortages or further inflation in labor costs could intensify these challenges and restrict our
ability to expand or maintain operations efficiently.
Our employees are subject to risks of injury caused by the use of production equipment and machinery.
Our production involves the use of production machinery and equipment, all of which carry
inherent safety risks. The use of such production machinery and equipment may cause industrial
accidents and personal i njury to our employees, exposing us t o legal liabilities and regulatory
penalties. Our insurance coverage may be insufficient to completely offset the losses or claims that
arise from such incidents. We cannot guarantee that accidents will not occur in the future and, in the
event of a major accident, we may face substantia l claims for property damage and personal injury.
These incidents could result in costly medical ex penses, compensation payments to employees and
their families and potential fines or penalties imposed by regulatory authorities. In addition to the
financial costs, such accidents could significant ly damage our reputation and brand image, affecting
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trust in our ability to maintain safe operations. Furthermore, ongoing challenges related to
workplace safety may also affect our ability to attr act and retain talent, further compounding the
negative effects on our business, financial condition and results of operations.
We are subject to risks in relation to our owned and leased properties.
A so ft h eL a t e s tP r a c t i c a b l eD a t e ,w ew e r en o ta ble to obtain the relevant title certificates for
certain owned properties situated on two parcels of land for which we had land use right Among
these properties, no. 17 plant building at the Gu angxi facility was primarily used for pickling and
drying, with a gross floor area accounting for approximately 4% of the total gross floor area of our
self-owned properties. The property without titl e certificate at Fujian Liuliu was mainly used as
sun-drying facilities for the drying process of our raw materials, with a gross floor area of these
properties accounting for approximately 3% of our total owned properties as of the Latest
Practicable Date. We acquired the land with such bu ildings that lacked the title certificates at the
time, due to incomplete regulato ry procedures, as a result of which these properties do not have the
necessary construction approval procedures to obta in title certificates. As advised by the PRC Legal
Advisor, the relevant competent authorities may order the construction entity to demolish the
buildings or structures, and confiscate the build ings or structures or any income illegally earned
from such buildings or structures; and/or impose a fine of not more than 10% of the construction
cost. See ‘‘Business — Properties — Owned Propert ies.’’ In addition, we commenced the production
at our plum processing facilities for sun-drying and pickling in Guangxi without completing the
filing of the inspection and acceptance check ( 竣工驗收備案) with relevant authorities. In Fujian, we
began utilizing a building for employee dormitory a nd cafeteria purposes prior to completing the
filing of final inspection and acceptance check with re levant authorities. As of the Latest Practicable
Date, we had obtained the ownership certificat e for employee dormitory A of Fujian Green Plum.
See ‘‘— Licenses, Approvals an d Permits — Non-compliance — Inco mplete Acceptance Check for
the Plum Processing Facility in Daxin, Guangxi ’’ and ‘‘— Licenses, Approvals and Permits —
Non-compliance — Incomplete Acce ptance Check for Employee Dormitory in Fujian,’’ respectively.
Pursuant to the applicable laws and regulations in China, property lease agreements for leased
buildings must be registered with the relevant real e state administration bureaus in China. As of the
Latest Practicable Date, we had not registered the l ease agreements for nine of our leased properties
with the relevant competent authorities in accordan ce with applicable laws and regulations in China.
Our PRC Legal Advisor advised us that the lack of registration does not affect the validity and
enforceability of the lease agreements, but we may be subject to fines from RMB1,000 to RMB10,000
for each such lease agreement for failure to register .A so ft h eL a t e s tP r a c t i c able Date, lessors of five
out of our 20 leased properties with an aggregate gross floor area of 1,296.45 sq.m. failed to provide
us their property ownership certificates or proof of authorizations from the property owners.
Additionally, as of the same date, the actual use of two out of our 20 leased properties with an
aggregate gross floor area of 140.76 sq.m. did not fit into the prescribed scope of usage shown on the
relevant certificates. As advised by our PRC Leg al Advisor, for the leas ed properties that were
subject to title defects or with inconsistent usage , the property owners and the relevant lessors shall
take the responsibility to obtain valid title certifi cates and ensure the actual usage complies with the
prescribed usage of the properties. As the tenants, we would not be subject to any administrative
penalties pursuant to the relevant laws and regulati ons. However, if any of these leases is terminated
as a result of challenges by third parties, we may not be able to continue to use the properties. See
‘‘Business — Properties — Leased Properties .’’ Furthermore, we may be exposed to risks of
unexpected early lease termination at the request of the lessors or other reasons beyond our control,
and the relevant facilities need to be temporarily closed if we are unable to identify suitable premises
on acceptable terms to relocate in a timely manner. There is no assurance that we will not be subject
to any administrative penalties for these defectiv e titles in the future, and if this were to happen, our
business, results of operation and financi al position may be adversely affected.
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Our business growth, financial condition and prospects may be affected by any future occurrence of
force majeure events, changes in global and regional macroeconomic conditions, natural disasters,
health epidemics and pandemics, and social disruption and other outbreaks.
Uncertainties about global economic conditions and regulatory changes and other factors
including fluctuation of interest rates, inflatio n level, unemployment, labor and healthcare costs,
access to credit, consumer confidence and oth er macroeconomic factors may pose risks and
materially and adversely affect demand for our solutions. In addition, force majeure events or
natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak
of a widespread health epidemic or any severe e pidemic disease such as SARS, Ebola, Zika or the
COVID-19, acts of war, terrorism or other force majeure events beyond our control may disrupt our
R&D, commercialization activities and business op erations, all of which could adversely affect our
business, financial condition and prospects.
RISKS RELATING TO DOING BUSINESS IN THE JURISDICTION WHERE WE OPERATE
Changes in the economic policies of the geographic markets in which we operate may pose challenges to
our ability to maintain our current expansion plans and overall business performance and affect our
business, financial condition and results of operations.
A significant portion of our business assets are conducted in China, and nearly all of our sales
are currently derived from the Chinese market. As a result, our financial performance, growth
prospects and overall business operations are heavily influenced by economic and legal developments
in China. In recent years, the Chinese government has introduced a series of laws, regulations and
policies that impose stricter standards on the snack food industry in which we operate our business,
particularly regarding food safety and the production process. If the government continues to
implement stricter regulations, we may face rising compliance costs, w hich could adversely affect our
profitability. Additionally, our business is subject to the broad er macroeconomic conditions in
China, which affect consumer behavior, spending power and consumption patterns. Any downturn
in the Chinese economy, shifts in disposable in come, or changes in consumer preferences could
negatively impact demand for our products, further affecting our financial results.
We may be subject to the approval or other requirements of the CSRC or other PRC governmental
authorities in connection with future capital raising activities.
On February 17, 2023, the China Securities Re gulatory Commission (CSRC) issued the Trial
Administrative Measures for Overseas Securiti es Offering and Listing by Domestic Companies ( 《境
內企業境外發行證券和上市管理試行辦法》) (the ‘‘Overseas Listing Trial Measures ’’) and five related
guidelines, which became effective on March 31, 2023. These measures require PRC domestic
companies conducting overseas offerings or listing s to complete filing procedures and report relevant
information to the CSRC for any future securities offerings in the same or other overseas markets
(the ‘‘Future Offerings ’’). As a result, we will be required to comply with the CSRC’s filing
requirements for any Future Offerings. Howe ver, we cannot assure you that we will be able to
complete these filing procedures in a timely mann er, or at all, which could adversely affect our
ability to carry out Future Offerings. Moreover, we c annot guarantee that future laws or regulations
will not impose additional requirements or restricti ons on our financing activities. If it is determined
in the future that approval from, or filing with, the CSRC or other regulatory authorities is required
for this Global Offering or our future financing ac tivities, we may fail to obtain such approval,
perform the necessary filing procedures, or meet oth er regulatory requirements, either in a timely
manner or at all. In such a case, we could face potential sanctions from the CSRC or other PRC
regulatory authorities, which could include fines, p enalties, restrictions on our operating activities
within China, or limitations on our ability to pay di vidends outside of China. Any of these outcomes
could have a material adverse effect on our business, financial condition and results of operations.
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It may be difficult to effect service of process upon us or our management that reside in China or to
enforce against them or us in China any judgments obtained from foreign courts.
We are a company incorporated under the laws of the PRC, with all of our business operations
and assets located in China. Additionally, the majo rity of our Directors, Supervisors and executive
officers reside in China, and their assets are lar gely based in China as well. Consequently, it may be
difficult for investors to initiate legal proceedings or serve process on us or our key personnel outside
of China, including in the United States or other jur isdictions, particularly for matters related to
U.S. federal or state securities laws. China a nd Hong Kong entered into the Arrangement on
Reciprocal Recognition and Enforcement of Jud gments in Civil and Commercial Matters by the
Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of
Court Agreements between Parties Concerned which came into effect on August 1, 2008. This was
abolished on January 29, 2024, pursuant to which a party with an enforceable final court judgment
rendered by any designated people’s court of Chi na or any designated Hong Kong court requiring
payment of money in a civil and commercial case a ccording to a written choice of court agreement,
may apply for recognition and enforcement of the judgment in the relevant people’s court of China
or Hong Kong court. China and Hong Kong have concluded the Arrangement on Mutual
Recognition and Enforcement of Civil and Comme rcial Judgments between the Mainland and the
Hong Kong Special Administrative Region, which t ook effect on January 29, 2024. Accordingly, the
scope of applicable cases for judicial assistance can be expanded. In principle, judgments made after
January 29, 2024 are subject to the provisions of t he new ‘‘Arrangement’’. However, for cases where
the ‘‘written jurisdiction agreement’’ referred to in the old ‘‘Arrangement’’ was signed before January
29, 2024, the old ‘‘Arrangement’’ still applies regardless of when the judgment is made. Moreover,
China has not entered into similar reciprocal treati es for the enforcement of court judgments with
countries such as the United States, the Un ited Kingdom, Japan and many other nations.
Furthermore, Hong Kong lacks an arrangemen t with the United States for the reciprocal
enforcement of court judgments. According t o PRC Civil Procedure Law and other relevant
regulations, a court judgment from the United Sta tes or other jurisdictions may only be recognized
and enforced in China or Hong Kong if there is a relevant treaty or agreement between China and
the country where the judgment was issued, whi ch is currently not the case with many major
jurisdictions.
Fluctuations in foreign currency exchange rates may adversely affect our operational and financial
results.
The exchange rate of the Renminbi against the U.S. dollar and other foreign currencies is
subject to fluctuations, which are influenced by various factors includ ing Chinese government
policies, political and economic c onditions in both China and globally, as well as supply and demand
in the local currency market. We cannot assure yo u that we will have sufficient foreign exchange to
meet our needs at a given exchange rate. In addition, we are unable to predict how market forces or
government interventions mig ht impact the exchange rate between the Renminbi and other
currencies, such as the Hong Kong dollar or U.S. do llar, in the future. The proceeds from the Global
Offering will be received in Hong Kong dollars, an d any appreciation of the Renminbi against the
U.S. dollar, Hong Kong dollar or other currencie s could reduce the value of these proceeds.
Conversely, any depreciation of the Renminbi could negatively affect the value of our Shares and the
dividends payable in foreign currencies. Furtherm ore, there are only limited hedging instruments
available to us at reasonable costs to mitigate our exposure to foreign currency risks. These factors
could have a material adverse effect on our business, financial condition and results of operations.
Investors may also experience difficulties in serv ing legal process, enforcing foreign judgments or
initiating legal actions based on foreign laws a gainst us, our Directors or senior management in
C h i n ao rH o n gK o n g .
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Changes in currency conversion policies may adversely affect the value of your investment.
We may need to convert a portion of our revenue into foreign currencies to meet obligations
such as operating costs, expenses and any dividends declared on our H Shares. However, if there are
shortages in the availability of foreign currency, ou r ability to remit sufficient funds to cover these
obligations could be restricted, including ou r ability to pay dividends or meet other foreign
currency-denominated commitments. Under current PRC foreign exchange regulations, payments
for current account items like profi t distributions, interest payments and trade-related transactions
can be made in foreign currencies without prior approval from the State Administration of Foreign
Exchange (SAFE), provided that certain procedural requirements are met. However, when
converting Renminbi into foreign currency to pay for capital expenses, such as the repayment of
foreign currency-denominated loans, the approva l of or registration with relevant government
authorities is required. Additionally, if a signific ant imbalance in international payments arises, the
PRC government may impose safeguards or other co ntrol measures. There is no guarantee that the
regulations governing the remittance of Renmin bi in and out of China will remain unchanged in the
future, and any modifications could impact our ability to meet foreign currency obligations.
Holders of our H Shares may be subject to PRC income tax obligations.
Under applicable PRC tax laws, regulations an d statutory documents, non-PRC resident
individuals and enterprises are subject to different tax obligations with respect to dividends received
from us or gains realized upon the sale or other di sposition of our H Shares. Non-PRC individuals
are generally subject to PRC individual income tax under the Individual Income Tax Law of the
PRC (《中華人民共和國個人所得稅法》) 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 th e tax authority of the State Council or reduced or
eliminated by an applicable tax treaty. Pursuan t to the Circular on Questions Concerning the
Collection of Individual Income Tax Followi ng the Repeal of Guo Shui Fa [1993] No. 045 ( 《關於國
稅發[1993]045 號文件廢止後有關個人所得稅徵管問題的通知》) (Guo Shui Han [2011] No. 348) ( 國稅
函[2011]348 號) dated June 28, 2011, issued by the SAT , dividends paid to non-PRC resident
individual holders of H Shares are generally subject to individual income tax of the PRC at the
withholding tax rate of 10%, depending on whethe r there is any applicable tax treaty between the
PRC and the jurisdiction in which the non-PRC resident individual holder of H Shares resides, as
well as the tax arrangement between the PRC and Hong Kong. Non-PRC resident individual holders
who reside in jurisdictions that have not entered into tax treaties with the PRC are subject to a 20%
withholding tax on dividends received from us. However, pursuant to the Circular Declaring that
Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of
Shares (《關於個
人轉讓股票所得繼續暫免徵收個人所得稅的通知》) issued by the MOF of the PRC
and the SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares of
enterprises may be exempt from individual inco me tax. In addition, on December 31, 2009, the
MOF, the SAT and the CSRC jointly issued the C ircular on Relevant Issues Concerning the
Collection of Individual Income Tax over the Income Received by Individuals from Transfer of
Listed Shares Subject to Sales Limitation ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問
題的通知》) (Cai Shui [2009] No. 167) ( 財稅[2009]167 號) which states that individuals’ income from
the transfer of listed shares on certain domest ic exchanges shall continue to be exempted from
individual income tax, except for the relevant share sw h i c ha r es u b j e c tt os a l e sr e s t r i c t i o n sa sd e f i n e d
in the Supplementary Circular on Relevant Issues Concerning the Co llection of Individual Income
Tax over the Income Received by Individuals from Transfer of the Listed Shares Subject to Sales
Limitations ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的補充
通知》)( C a iS h u i
[2010] No. 70) ( 財稅[2010]70 號). As of the Latest Practicable Date, the aforesaid provision has
not expressly provided that individual income tax shall be collected from non-PRC resident
individuals on the sale of shares of PRC resident e n t e r p r i s e sl i s t e do no v e r s e a ss t o c ke x c h a n g e s .T o
our knowledge, in practice, the PRC tax authorities have not sought to collect individual income tax
from non-PRC resident individuals on gains fro m the transfer of listed shares of PRC resident
RISK FACTORS
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enterprises on overseas stock exc hanges. However, there is no assurance as to whether further
implemented laws, regulations or practices in t he future would result in levying income tax on
non-PRC resident individuals on gains from the sale of H shares.
Pursuant to the EIT Law and its implementing rules and Notice on the Issues concerning
Withholding the Enterprise Income Tax on the Div idends Paid by Chinese R esident Enterprises to
H-share Holders Which Are Overse as Non-resident Enterprises ( 《關於中國居民企業向境外H股非居
民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) (Guo Shui Han [2008] No. 897) ( 國稅
函[2008]897 號), dated June 28, 2011, issued by the SAT, non -PRC resident enterprises that do not
have establishments or premises in the PRC, or tha t have establishments or premises in the PRC but
their income is not related to such establishments or premises, are subject to PRC EIT at the rate of
10% on dividends received from PRC companies an d gains realized upon disposition of equity
interests in such PRC companies, which may be re duced or eliminated under special arrangements or
applicable treaties between the PR C and the jurisdiction where the non -resident enterprise resides.
Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends paid
to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees and payments
through CCASS). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under
an applicable income tax treaty will be required t o apply to the PRC tax authorities for a refund of
any amount withheld in excess of the applicable treaty rate, and payment of any such refund will be
subject to the PRC tax authorities’ verification . As of the Latest Practicable Date, there were no
specific rules on how to levy tax on gains realized by non-resident enterprise holders of H Shares
through the sale or transfer by other means of H Shares. If any PRC income tax is collected from the
transfer of our H Shares or on dividends paid to our non-PRC resident investors, the value of your
investment in our H Shares may be affected.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and the price and trading volume of our H
Shares may be volatile, which could cause substantial losses to investors in the Global Offering.
The Offer Price of our H Shares was determined through negotiations between us and the
Overall Coordinator and Global Coordinator. As a result, the Offer Price may differ substantially
from the market price of the H Shares once trading begins following the Global Offering. While we
have applied to list our H Shares on the Stock E xchange, we cannot guarantee that the Global
Offering will lead to the development of an act ive or liquid trading market for the H Shares.
Furthermore, the price and trading volumes of the H Shares may be volatile. Several factors could
influence the market price and trading volume of our H Shares, including: (i) actual or anticipated
fluctuations in our financial performance, such as revenue, earnings and cash flow; (ii) changes in
analyst recommendations or earnings estimates, as well as general market conditions or
developments affecting us or our industry; (iii) pote ntial litigation or regulatory investigations;
(iv) the performance of other companies in our sector or other industries, as well as events beyond
our control; and (v) the release of lock-up restrictions or sales (or perceived sales) of additional H
Shares by us or other shareholders. Moreover, the securities market has historically experienced
periods of significant price and volume fluctuations that are not necessarily tied to the operational
performance of specific companies. Such fluctuations — whether driven by market conditions,
industry trends or political factors — could adve rsely impact the market price and trading volume of
our H Shares. In particular, the market price and trading volume of our H Shares could experience
substantial volatility due to factors beyond our control, such as: (i) variations in our revenue,
earnings and cash flow; (ii) announcements of new investments, strategic partnerships, or
acquisitions; (iii) unexpected busi ness interruptions due to natural disasters or power outages; (iv)
significant changes in our key personnel or senior management; (v) difficulties in obtaining or
maintaining necessary regulatory approvals; (vi) challenges in competing effectively with our
competitors; (vii) broader political, economic, finan cial or social developments; (viii) fluctuations in
market prices for our products or raw materials; or (ix) the lifting of restrictions on H share
transactions. Additionally, the Stock Exchange and other securities markets have, at times,
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experienced significant volatility in both pri ce and trading volume that may not be linked to the
performance of any particular company. This broa der market volatility could also have a material
adverse effect on the market price of our H Shares.
Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a
material and adverse effect on the price of our H S hares and our ability to raise additional capital in the
future.
The future sale of a significant number of our H Shares in the public market after the Global
Offering, or the possibility of such sales, by our Controlling Shareholders or Investors could
materially and adversely affect the market pri ce of our H Shares and could materially impair our
future ability to raise capital t hrough offerings of our H Share s. Although such Controlling
Shareholders and investors have agreed to a lock-up on their H Shares, any major disposal of our H
Shares by any of such Controlling Shareholders and Investors upon expiry of the relevant lock-up
periods (or the perception that these disposals m ay occur) may cause the pre vailing market price of
our H Shares to fall which could ne gatively impact our ability to raise equity capital in the future.
You will incur immediate and substantial dilution and may experience further dilution if we issue
additional Shares in the future.
The initial Offer Price of our H Shares is higher than the net tangible asset value per Share of
the outstanding H Shares issued to our existing S hareholders immediately prior to the Global
Offering. Therefore, purchasers of our H Shares i n the Global Offering will experience an immediate
dilution in terms of the pro forma net tangible asset value. In addition, we may consider offering and
issuing additional H Shares or equity-related secu rities in the future to raise additional funds,
finance acquisitions or for other purposes. Purchasers of our H Shares may experience further
dilution in terms of the net tangible asset value per Share if we issue additional H Shares in the future
at a price that is lower than the net tangible asset value per Share.
There can be no assurance whether and when we will pay dividends in the future.
No dividend was paid or declared by our Company or other entities comprising our Group
during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our
shareholders based on their equity interests in our Company as of March 31, 2026, which was fully
paid on May 12, 2026. There is no guarantee as to wh ether we will pay dividends in the future. The
declaration and distribution of dividends shall be proposed and formulated by our Board of
Directors at their discretion and will be subject to s hareholder approval. A decision to declare or to
pay any dividends and the amount of any dividends will depend on various factors including,
without limitation, our results of operations, finan cial condition, operating and capital expenditure
requirements, distributable profits, future prospects and other factors that our Board of Directors
may determine are important. Accordingly, our histori cal dividend distributions are not indicative of
our future dividend distribution policy and potential investors should be aware that the amount of
dividends paid previously should not be used as a reference or basis upon which future dividends are
determined. See ‘‘Financial Informati on — Dividends and Dividend Policy.’’
If securities or industry analysts do not publish research on, or publish inaccurate or unfavorable
research about our business, the market price for our H Shares and trading volume could decline.
The market price and trading volume of our H Shares are likely to be influenced by the
opinions and research published by securities or indu stry analysts. If these analysts fail to regularly
cover our business, or if they issue inaccurate, misleading or unfavorable reports, it could
significantly reduce investor interest in our H Sha res. A lack of consistent analyst coverage may lead
to decreased visibility within the financial markets, m aking it more difficult for potential investors to
obtain independent evaluations of our business and growth prospects which could, in turn, lower the
demand for our H Shares. Additionally, if one or mo re analysts downgrade their recommendations,
lower their price targets, or publish negative assessments of our business, it could result in a sharp
decline in the market price of our H Shares. Even if our operating results and financial performance
RISK FACTORS
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meet or exceed expectations, negative media or analyst reports could still damage the market
perception of our company. Moreover, unfavorabl e comparisons with our competitors or pessimistic
forecasts about our industry as a whole could also drive down the value of our H Shares. The impact
of such reports could be amplified by high trading volumes, resulting in more pronounced price
movements. In some cases, inaccurate or overly crit ical reports may arise from misinterpretations of
our business model or financials, which could c ause unnecessary volatility in the market. In the
absence of adequate or favorable coverage, investors may be less inclined to purchase or hold our H
Shares, leading to reduced liquidity, increased pric e volatility and, ultimately, a potential decline in
the value of your investment. This could also affe ct our ability to raise capital or pursue strategic
opportunities in the future, as a lower market valuation may limit our access to financing and other
growth-related initiatives.
There can be no assurance of the accuracy or completeness of certain facts, forecasts and other
statistics obtained from various government publications, market data providers and other independent
third-party sources, including the industry expert reports, contained in this prospectus.
This prospectus, particularly the sections he aded ‘‘Industry Overview’’ and ‘‘Business,’’
contains information and statistics relati ng to the industries in which we operate. Such
information and statistics were extracted fro m the report prepared by Frost & Sullivan, which
was commissioned by us, and from various publicly available publications. We believe that the
sources of this information are appropriate sour ce for such information and have taken reasonable
care in extracting and reproducing such information. We have no reason to believe that such
information is false or misleading or that any fact has been omitted that would render such
information false or misleading. Collection m ethods of such information may be flawed or
ineffective, or there may be discrepancies between published information and market practice, which
may result in the statistics being inaccurate or n ot comparable to statistics produced for other
economies. You should therefore not place undue reliance on such information. In addition, we
cannot assure you that such information is stated or compiled on the same basis or with the same
degree of accuracy as similar statistics present ed elsewhere. In any event, you should consider
carefully the importance placed on such information or statistics.
You should read the entire prospectus carefully and should not rely on any information contained in
press articles or other media regarding us and the Global Offering.
We strongly caution you not to rely on any info rmation contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this prospectus, there has
been press and media coverage regarding us and the Global Offering. Such press and media coverage
may include references to certain information that does not appear in this prospectus, including
certain operating and financial information and pr ojections, valuations an d other information. We
have not authorized the disclosure of any such information in the press or media and do not accept
any responsibility for any such press or media coverage or the accuracy or completeness of any such
information or publication. We make no represen tation as to the appropriateness, accuracy,
completeness or reliability of a ny such information or publication. To the extent that any such
information is inconsistent or conflicts with th e information contained in this prospectus, we
disclaim responsibility for it, and yo u should not rely on such information.
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. You 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 assu mptions 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
RISK FACTORS
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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 informatio n, future events or otherw ise. 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.
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In preparation for the Global Offering, our Company has applied for the following waivers
from strict compliance with the relevant provisions of the Listing Rules.
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, we must have sufficient management presence in
Hong Kong, which normally means that at least tw o 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 may be waived by having regard to, among other considerations, our arrangements for
maintaining regular communica tion with the Stock Exchange.
Since our principal business and operations are in the PRC, all of our executive Directors are
based in China as the Board believes it would be more effective and efficient for its executive
Directors to be based in a location where our operations are conducted. It would be practically
difficult and commercially unnecessary for us to r elocate two of our executive Directors to Hong
Kong. Therefore, we do not and, for the foreseeable future, will not have executive Directors who
are ordinarily resident in Hong Kong for the purposes of satisfying the requirements of Rules 8.12
and 19A.15 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied for, and the Stock
Exchange has granted, a waiver from strict complia nce with the requirements under Rules 8.12 and
19A.15 of the Listing Rules, subj ect to the following conditions:
(i) we have appointed Mr. Ning Pengfei ( 寧鵬飛), being the executive Director and the joint
company secretary, and Ms. Au Wai Ching ( 區慧晶)( ‘ ‘Ms. Au ’’), being the joint company
secretary, as the authorized representatives (the ‘‘ Authorized Representatives ’’) for the
purpose of Rule 3.05 of the Listing Rules. Our Authorized Representatives will act as our
principal channel of communication with the Stock Exchange and would be readily
contactable by phone and email to deal promptly with enquiries from the Stock Exchange.
Accordingly, our Authorized Representati ves will be able to meet with the relevant
members of the Stock Exchange to discuss an y matters in relation to our Company within
a reasonable period of time;
(ii) our Authorized Representatives have means contacting all Directors promptly at all times
as and when the Stock Exchange proposes to contact a Director with respect to any
matter;
(iii) each Director has provided our Authorized Representatives and the Stock Exchange with
the contact details (such as mobile phone number, office phone number and e-mail
addresses, if any). In the event that any Direc tor expects to travel or otherwise be out of
office, he/she will provide the phone number of the place of his/her accommodation to our
Authorized Representatives;
(iv) each Director who does not ordinarily reside in Hong Kong possesses or can apply for
valid travel documents to visit Hong Kong an d can meet with the Stock Exchange within a
reasonable period; and
(v) we have appointed Guoyuan Capital (Hon g Kong) Limited as our compliance advisor (the
‘‘Compliance Advisor ’’) upon Listing pursuant to Rule 3A.19 of the Listing Rules for a
period commencing on the Listing Date and ending on the date on which we comply with
Rule 13.46 of the Listing Rules in respect of our f inancial results for the first full financial
year commencing after the Listing Date. The Compliance Advisor will have access at all
times to our Authorized Representatives, our Directors, our Supervisors and the other
senior management and act as the additional channel of communication with the Stock
Exchange and answer enquiries from the Stock Exchange.
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary
who, by virtue of his or her academic or professional qualifications or relevant experience, is, in the
opinion of the Stock Exchange, capable of discharging the functions of company secretary.
Note 1 to Rule 3.28 of the Listing Rules provides that, the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(i) a member of The Hong Kong Cha rtered Governance Institute;
(ii) a solicitor or barrister as defined in the Leg al Practitioners Ordinance (Chapter 159 of the
Laws of Hong Kong); and
(iii) a certified public accountant as define d in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules furt her provides that, in assessing ‘‘relevant
experience’’, the Stock Exchang e will consider the individual’s:
(i) length of employment with the issuer and o ther issuers and the roles he/she played;
(ii) familiarity with the Listing Rules and other r elevant laws and regulations including the
SFO, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the
Takeovers Code;
(iii) relevant training taken and/or to be taken in addition to the minimum requirement under
Rule 3.29 of the Listing Rules; and
(iv) professional qualifications in other jurisdictions.
We have appointed Mr. Ning Pengfei ( 寧鵬飛)( ‘ ‘Mr. Ning ’’) as one of our joint company
secretaries. He has a thorough understanding of the operations of the Board and our Company and
has gained experience in handling corporate govern ance and general administrative matters relating
to our Company. Although he presently does not possess the qualifications required under Rules
3.28 and 8.17 of the Listing Rules, we would like to appoint him as our joint company secretary due
to his past experience within our Group and hi s thorough understanding of the internal
administration and business operations of our Group. In addition, we have appointed Ms. Au as
the other joint company secretary to assist Mr . Ning in discharging the duties of a company
secretary. Ms. Au is a Chartered Secretary, a Ch artered Governance Professional and a fellow of
both The Hong Kong Chartered Governance Instit ute and The Chartered Governance Institute in
the United Kingdom. Ms. Au therefore meets the q ualification requirements under Rules 3.28 and
8.17 of the Listing Rules. See ‘‘Directors, Supe rvisors and Senior Management’’ for further
information regarding the biographies of Mr. Ning and Ms. Au.
We have applied to the Stock Exchange for, and the Stock Exchange has granted to our
Company, a waiver from strict compliance with t he requirements of Rules 3.28 and 8.17 of the
Listing Rules for an initial period of three years from the Listing Date on the basis of the following
proposed arrangements:
(i) Mr. Ning will endeavour to attend relevant tra ining courses, including briefings on the
latest changes to the relevant applicable Ho ng Kong laws and regulations and the Listing
Rules, and seminars organized by the Stock Ex change for listed issuers from time to time;
(ii) both Mr. Ning and Ms. Au have confirmed tha t each of them will be attending a total of
no less than 15 hours of training courses on t he Listing Rules, corporate governance,
information disclosure, investor relation s, as well as the functions and duties of the
company secretary of a Hong Kong listed issu er during each financial year as required
under Rule 3.29 of the Listing Rules;
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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(iii) Ms. Au will assist Mr. Ning to enable him to acquire the relevant experience (as required
under Rule 3.28 of the Listing Rules) to disc harge the duties and responsibilities as our
company secretary;
(iv) Ms. Au will communicate regularly with Mr. Ning on matters relating to corporate
governance, the Listing Rules, and any other laws and regulations which are relevant to us
and our affairs. Ms. Au will work closely with, and provide assistance to, Mr. Ning in the
discharge of his duties as a company secretary, including organizing our Board meetings
and Shareholders’ general meetings;
(v) prior to the expiry of Mr. Ning’s initial te rm of appointment as the company secretary of
our Company, our Company will evaluate his experience in order to determine if he has
acquired the qualifications required under R ule 3.28 of the Listing Rules, and whether
ongoing assistance should be arranged so that Mr. Ning’s appointment as the company
secretary of the Company continues to satisfy the requirements under Rules 3.28 and 8.17
of the Listing Rules;
(vi) our Company has appointed Guoyuan Capi tal (Hong Kong) Limited as its Compliance
Advisor pursuant to Rule 3A.19 of the Listing Rules, which will act as the additional
communication channel with the Stock Exchan ge and provide professional guidance and
advice to our Company and Mr. Ning as to compliance with the Listing Rules and all
other applicable laws and regulations; and
(vii) the waiver may be revoked with immediate effect if our Company commits material
breaches of Rules 3.28 and 8.17 of the Listing Rules.
Before the end of the three-year period, we shal l liaise with the Stock Exchange to revisit the
situation in the expectation that we should then be able to demonstrate to the Stock Exchange’s
satisfaction that Mr. Ning, having had the benefit of Ms. Au’s assistance for three years, would then
have acquired the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules
so that a further waiver would not be necessary.
CONSENT UNDER PARAGRAPH 1C(2) OF APPENDIX F1 TO THE LISTING RULES IN
RESPECT OF SUBSCRIPTION OF OFFER S HARES BY A CLOSE ASSOCIATE OF AN
EXISTING SHAREHOLDER AS A CORNERSTONE INVESTOR
Rule 10.04 of the Listing Rules provides 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 a new applicant either in his or its own name or through nominees if the
conditions set out in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. Paragraph 1C(2) of
Appendix F1 to the Listing Rules provides, inter alia , that no allocations will be permitted to
applicant’s existing shareholders or their close associates, whether in their own names or through
nominees unless the conditions set out in Rules 10 .03 and 10.04 are fulfilled, without the prior
written consent of the Hong Kong Stock Exchang e. Chapter 4.15 of the Guide 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 sha reholders or their close associates to participate in an initial
public offering if any actual or perceived preferenti al treatment arising from their ability to influence
the applicant during the allocation process can be addressed.
As further described in the section headed ‘‘Co rnerstone Investors’’, Wuhu Fanchang District
Rural Revitalization Development Group (Hong Kong) Limited (‘‘ Fanchang Revitalization ’’) is a
close associate of Huaan Fund and Xingnong Fund (collectively, the ‘‘ Existing Shareholders ’’) which
are our existing Shareholders holding approxima tely 1.80% and 1.57%, respectively, in the total
issued share capital of our Company as of the La test Practicable Date and has entered into a
cornerstone investment agreement with our Compa ny, the Joint Sponsors and Overall Coordinators,
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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pursuant to which Fanchang Revitalization has agreed to participate as cornerstone investor in the
Global Offering to subscribe for the Offer Shares to be issued by our Company under the
International Offering.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a consent
under paragraph 1C(2) of Appendix F1 to the Listing Rules to allow the Relevant Cornerstone
Investor to participate in the Global Offering as a cornerstone investor, subject to the following
conditions:
(i) the Existing Shareholders are interested in aggregate less than 5% of our Company’s
voting rights prior to the completion of the Global Offering;
(ii) each of Fanchang Revitalization and the E xisting Shareholders is not, and will not be,
core connected persons of our Company or any c lose associate of any such core connected
person immediately prior to or following the completion of Global Offering;
(iii) neither Fanchang Revitalization nor any of t he Existing Shareholders has right to appoint
Directors or other special rights upon Listing;
(iv) the allocation to Fanchang Revitalizatio n will not affect our Company’s ability to satisfy
the minimum public float requirement unde r Rule 19A.13A(1) of the Listing Rules;
(v) the details of the cornerstone investment a nd allocation to Fanchang Revitalization will
be disclosed in this prospectus and/or the allotment results announcement, as the case
may be; and
(vi) written confirmations pursuant to paragraph 14 of Chapter 4.15 of the Guide being
provided to the Stock Exchange , which includes confirmation set out in conditions (i) to
(iv) above and the following:
a. the Joint Sponsors having confirmed that, based on (i) their discussions with our
Company and the Overall Coordinators; and the confirmations provided to the
Stock Exchange by our Company and the Overall Coordinators (confirmations (b)
and (c) mentioned below), no preferential treatment has been, nor will be, given to
Fanchang Revitalization in the allocation as a cornerstone investor by virtue of its
relationship with our Company other than the preferential treatment of assured
entitlement under the cornerstone invest ment following the principles set out in
Chapter 4.15 of the Guide;
b. our Company having confirmed that no preferential treatment has been, nor will be,
given to Fanchang Revitalization in the allocation as a cornerstone investor by
virtue of its relationship with our Company other than the preferential treatment of
assured entitlement under the cornersto ne investment agreement following the
principles set out in Chapter 4.15 of the Guide, that the cornerstone investment
agreement does not contain any materi al terms which are more favourable to
Fachang Revitalization and the Existing Sha reholders or their close associates than
those in other cornerstone investment agreements; and
c. the Overall Coordinators having confirmed that no preferential treatment has been,
nor will be, given to Fanchang Revitalizat ion in the allocation as a cornerstone
investor by virtue of its relationship wit h our Company other than the preferential
treatment of assured entitlement under the cornerstone investment agreement
following the principles set out in Chapter 4.15 of the Guide.
WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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DIRECTORS’ RESPONSIBILITY STATEMENT
This prospectus, for which our Directors collectiv ely and individually accept full responsibility,
includes particulars given in compliance with the Companies ( Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futur es (Stock Market Listing) Rules (Chapter 571V of
the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public
with regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the
best of their knowledge and belief, the information contained in this prospectus is accurate and
complete in all material respects and not misleadin g or deceptive, and there are no other matters the
omission of which would make any statement herein or this prospectus misleading.
CSRC FILING
We have submitted a filing to the CSRC to apply f or the Global Offering and the conversion of
Domestic Unlisted Shares into H Shares and lis ting of our H Shares on the Stock Exchange. The
CSRC published the notification on completion of filing procedures on December 15, 2025. No other
approvals from the CSRC are required to be obtained for the listing of the H shares on the Stock
Exchange.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering. For
applications under the Hong Kong Public Offe ring, this prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public
Offering of initially 1,146,500 H Shares and the International Offering of initially 10,317,600 H
Shares (subject to reallocation on the basis as set out in ‘‘Structure of the Global Offering’’).
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
h e r e i n .N op e r s o ni sa u t h o r i z e dt og i v ea n yi n f o r m a t i o ni nc o n n e c t i o nw i t ht h eG l o b a lO f f e r i n go rt o
make any representation not contained in this prospectus, and any information or representation not
contained herein must not be relied upon as having been authorized by our Company, the Joint
Sponsors, the Overall Coordinators, the Joint Glo bal Coordinators, the J oint Lead Managers, the
Joint Bookrunners, the Underwriters, the Capit al Market Intermediaries, any of our or their
affiliates or any of their respective directors, office rs, employees, advisors, agents or representatives,
or any other persons or parties involved in the Global Offering. Neither the delivery of this
prospectus nor any subscription or acquisition made under it shall, under any circumstances, create
any implication that there has been no change in our a f f a i r ss i n c et h ed a t eo ft h i sp r o s p e c t u so rt h a t
the information in this prospectus is correct as of any subsequent time.
UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. The Hong Kong Public O ffering is fully underwritten by the Hong Kong
Underwriters subject to the terms and conditions of the Hong Kong Underwriting Agreement. The
International Underwriting Agreement relating to the International Offering is expected to be
entered into on or about Thursday, June 11, 2026. See ‘‘Underwriting’’ for further details on the
Underwriters and the underwriting arrangements.
INFORMATION ON THE CONVERSION OF CERTAIN UNLISTED SHARES INTO H
SHARES
We have applied for conversion of 67,347,108 Domestic Unlisted Shares into H Shares. See
‘‘History, Development and Corporate Structure’’ a nd ‘‘Share Capital’’ for details of our existing
Shareholders and their respective interests in our Company and relevant procedures for the
conversion of Domestic Unlisted Shares into H Shares. Such H Shares to be converted from
Domestic Unlisted Shares are restricted from t rading for a period of one year after the Listing.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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RESTRICTIONS ON OFFER AND SALE OF H SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will
be required to, or be deemed by his acquisition of Hong Kong Offer Shares to, confirm that he is
aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in this
prospectus.
No action has been taken to permit a public offering of the H Shares or the distribution of this
prospectus in any jurisdiction other than Hong Kong. Accordingly, and without limitation to the
following, this prospectus may not be used for the purpose of, and does not constitute, an offer or
invitation in any jurisdiction or in any circum stances in which such an offer or invitation is not
authorized or to any person to whom it is unl awful to make such an offer or invitation for
subscription. The distribution of this prospectus and the offering and sale of the Offer Shares in
other jurisdictions are subject to restrictions and may not be made except as permitted under the
applicable securities laws of such jurisdictions pu rsuant to registration with or authorization by the
relevant securities regulatory authorities or an exe mption therefrom. In particular, the Offer Shares
have not been publicly offered and sold, and will no t be offered and sold, directly or indirectly, in the
PRC or the U.S.
Potential investors for Offer Shares should con sult their financial advisors and take legal
advice, as appropriate, to inform themselves of, an d to observe, all applicable laws and regulations
of any relevant jurisdiction. Potential investors for the Offer Shares should inform themselves as to
the relevant legal requirements of applying for the Offer Shares and any applicable exchange control
regulations and applicable taxes in t he countries of their respective ci tizenship, residence or domicile.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of listing of, and permission to deal in,
our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be
issued pursuant to the exercise of the Over-allotm ent Option). Dealings in the H Shares on the Stock
Exchange are expected to commence on Monda y, June 15, 2026. No part of our share or debt
securities is listed on or dealt in on the Stock Ex change or any other stock exchange and no such
listing or permission to list is being or proposed to be sought in the near future.
Under section 44B(1) of the Co mpanies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any a pplication will be invalid if the listing of, and
permission to deal in, the H Shares on the Stock Exchange is refused before the expiration of three
weeks from the date of the closing of the applicatio n lists, or such longer period (not exceeding six
weeks) as may, within the said three weeks, be notified to our Company by or on behalf of the Stock
Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Stock
Exchange and our compliance with the stock ad mission requirements of HKSCC, the H Shares will
be accepted as eligible securities by HKSCC for dep osit, clearance and settlement in CCASS with
effect from the date of commencement of dealin gs in the H Shares on the Stock Exchange or any
other date as determined by HKSCC. Settlement of t ransactions between participants of the Stock
Exchange is required to take place in CCASS on the s econd settlement day after any trading day. All
activities under CCASS are sub ject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time. All necessary arrangements have been made for the H Shares
to be admitted into CCASS at this stage. Investors should seek the advice of their stockbroker or
other professional advisors for the details of the s ettlement arrangements as such arrangements may
affect their rights and interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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REGISTER OF MEMBER S AND STAMP DUTY
All of the H Shares issued pursuant to applic ations made in the Global Offering will be
registered on our H Share register to be maintained in Hong Kong by our H Share Registrar,
Computershare Hong Kong Inves tor Services Limited. Our principal register of members will be
maintained by us at our headqua rters in Chinese Mainland.
Dealings in the H Shares registered in our H Sh are register will be subject to Hong Kong stamp
duty. Hong Kong stamp duty is charged to both t he seller and purchaser at an ad valorem rate of
0.1% on the higher of the consideration for or the market value of the H Shares transferred,
resulting in a total of 0.2% payab le on a typical sale and purchase transaction of the H Shares.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Compan y, dividends payable in Hong Kong dollars in
respect of our H Shares will be paid to the shareholders as recorded on the H Share register of our
Company in Hong Kong.
According to the Guide to the Program for ‘‘Full Circulation’’ of H shares promulgated by
CSDC on February 7, 2020, cash dividends to domestic investors of H-share ‘‘full circulation’’ shall
be distributed through CSDC. An H-share listed c ompany shall transfer RMB cash dividends to the
designated bank account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of
cash dividends by distributing the cash dividends to investors through domestic securities
companies.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional adviso rs if you are in any doubt as to the taxation
implications of subscribing for, p urchasing, holding, disposal of, dealing in or the exercise of any
rights in relation to our H Shares. None of o ur Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners, the
Underwriters, the Capital Market Intermediari es, any of our or their affiliates or any of their
respective directors, officers, employees, adviso rs, agents or representatives, or any other persons or
parties involved in the Global Offering accepts resp onsibility for any tax effects on, or liabilities of,
any person resulting from the subscription, purchase , holding, disposal of, dealing in, or the exercise
of any rights in relation to, our H Shares.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set out in ‘‘How to Apply for
Hong Kong Offer Shares’’.
OVER-ALLOTMENT AND STRUCT URE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, i ncluding its conditions and the arrangements
relating to the Over-allotment Option and stabiliz ation, are set out in ‘‘Structure of the Global
Offering’’.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were made
at the rate of RMB6.8288 to US$1.00, (ii) the t ranslations between Hong Kong dollars and
Renminbi were made at the rate of RMB0.87155 to HK$1.00, and (iii) the translations between
Hong Kong dollars and U.S. dollars were ma de at the rate of HK$7.8352 to US$1.00.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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No representation is made that the amounts denominated in one currency could actually be
converted into the amounts denominated in another currency at the rates indicated or at all.
LANGUAGE
If there is any inconsistency between this pr ospectus and its Chinese translation, this
prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations,
government authorities, institutions, natural pe rsons or other entities (including certain of our
subsidiaries) have been included in this prospectus in both the Chi nese and English languages. In the
event of any inconsistency, the Chinese version 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
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Name Residential address Nationality
DIRECTORS
Executive Directors
Mr. Yang Fan ( 楊帆) Room 202, Unit 1, Block 21
Runan Estate, Yinhu Road
Jingshu District, Wuhu City
Anhui Province, PRC
Chinese
Mr. Ning Pengfei ( 寧鵬飛) Room 802, Block B
259 Renmin Road
Jinghu District, Wuhu City
Anhui Province, PRC
Chinese
Ms. Hu Yan ( 胡燕)2 W u n i n g R o a d
Jinghu District, Wuhu City
Anhui Province, PRC
Chinese
Mr. Gou Bin ( 苟斌)5 – 3 , 1 2
Weifeng Nanqiao Estate
Jiangbei District
Chongqing, PRC
Chinese
Mr. Mei Huixiang ( 梅惠祥) 17, Lane 232
Jiashan Road
Xuhui District
Shanghai, PRC
Chinese
Non-executive Director
Mr. Xu Lianzheng ( 徐連政) Room 1501, No.8
Lane 99, Dongxiu Road
Pudong New Area
Shanghai, PRC
Chinese
Independent non-executive Directors
Mr. Liu Feng ( 劉峰) 422 Siming South Road
Siming District, Xiamen City
Fujian Province, PRC
Chinese
Mr. Xiong Hui ( 熊輝) 1/F, No. 12 Kak Tin Village
5th Street, Shatin
New Territories, Hong Kong
Chinese
M r .L uJ i a n( 陸健) Room 602, No. 13 Laoqingyuan
Beitang District, Wuxi City
Jiangsu Province, PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Residential address Nationality
SUPERVISORS
Mr. Hu Xiang ( 胡翔) 14 Qingnian Road
Yueyanglou District, Yueyang City
Hunan Province, PRC
Chinese
M r .L iB i n g( 李兵) 501, Building 1
City West Public Housing
Fanchang District, Wuhu City
Anhui Province, PRC
Chinese
Ms. Zhang Wenxia ( 張文霞) Room 201, Unit 3
Building 2
City of Light
Jiujiang District, Wuhu City
Anhui Province, PRC
Chinese
Please see ‘‘Directors, Supervisors and Senior M anagement’’ of this pro spectus for further
information of our Directors and Supervisors.
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway, Hong Kong
Guoyuan Capital (Hong Kong) Limited
17th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
Sponsor-Overall Coordinators and
Overall Coordinators
CLSA Limited
18/F, One Pacific Place
88 Queensway, Hong Kong
Guoyuan Securities Brokerage (Hong Kong) Limited
17th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway, Hong Kong
Guoyuan Securities Brokerage (Hong Kong) Limited
17th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–5 5–


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Joint Bookrunners, Joint Lead
Managers and Capital Market
Intermediaries
CLSA Limited
18/F, One Pacific Place
88 Queensway, Hong Kong
Guoyuan Securities Brokerage (Hong Kong) Limited
17th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
Zhongtai International Securities Limited
19 Floor, Li Po Chun Chambers
189 Des Voeux Road
Central, Hong Kong
Soochow Securities International Brokerage Limited
Level 17, Three Pacific Place
1Q u e e n ’ sR o a dE a s t
Hong Kong
CEB International Capital Corporation Limited
34/F–35/F, Everbright Centre
108 Gloucester Road
Wan Chai, Hong Kong
Huafu International Securities Limited
Units 2603–2606, 26/F, Infinitus Plaza
199 Des Voeux Road Central
Sheung Wan, Hong Kong
Orient Securities (Hong Kong) Limited
28–29/F, 100 Queen’s Road Central
Hong Kong
Legal advisors to our Company As to Hong Kong law
King & Wood
13/F, Gloucester Tower, The Landmark
15 Queen’s Road Central
Central, Hong Kong
As to PRC law
AllBright Law Offices
9, 11, 12/F, Shanghai Tower
No. 501 Yincheng Middle Road
Pudong New Area
Shanghai, PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong law
Clifford Chance
27/F, Jardine House
One Connaught Place
Central, Hong Kong
As to PRC law
Jingtian & Gongcheng
34/F, Tower 3, China Central Place
77 Jianguo Road
Chaoyang District
Beijing, PRC
Auditor and
Reporting Accountant
Ernst & Young
Certified Public Accountants
Registered Public Interest Entity Auditor under the
Accounting and Financial Reporting Council Ordinance
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
2504 Wheelock Square
1717 Nanjing West Road
Shanghai, PRC
Receiving Banks Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
CMB Wing Lung Bank Limited
45 Des Voeux Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office 3 Zhongjiang Road
Economic Development Zone
Fanchang District, Wuhu City
Anhui Province, PRC
Headquarters and Principal Place of
Business in the PRC
3 Zhongjiang Road
Economic Development Zone
Fanchang District, Wuhu City
Anhui Province, PRC
Principal Place of Business in
Hong Kong
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Company’s Website
www.liuliumei.com
(The information contained in this website does not form
part of this prospectus)
Joint Company Secretaries Mr. Ning Pengfei ( 寧鵬飛)
Room 802, Block B
259 Renmin Road
Jinghu District, Wuhu City
Anhui Province, PRC
M s .A uW a iC h i n g(區慧晶)
(a fellow of both The Hong Kong
Chartered Governance Institute and
The Chartered Governance Institute in the
United Kingdom)
40th Floor, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Authorized Representatives Mr. Ning Pengfei ( 寧鵬飛)
Room 802, Block B
259 Renmin Road
Jinghu District, Wuhu City
Anhui Province, PRC
M s .A uW a iC h i n g(區慧晶)
(a fellow of both The Hong Kong
Chartered Governance Institute and
The Chartered Governance Institute in the
United Kingdom)
40th Floor, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai, Hong Kong
Audit Committee Mr. Liu Feng ( 劉峰) (Chairperson)
Mr. Xu Lianzheng ( 徐連政)
M r .L uJ i a n( 陸健)
CORPORATE INFORMATION
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Remuneration and Appraisal Committee Mr. Liu Feng ( 劉峰) (Chairperson)
Mr. Xiong Hui ( 熊輝)
Mr. Yang Fan ( 楊帆)
Nomination Committee M r .L uJ i a n( 陸健) (Chairperson)
Mr. Xiong Hui ( 熊輝)
Ms. Hu Yan ( 胡燕)
Compliance Advisor Guoyuan Capital (Hong Kong) Limited
17th Floor, Three Exchange Square
8 Connaught Place
Central, Hong Kong
H Share Registrar Computershare Hong Kong Investor Services Limited
Shops 1712–1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai, Hong Kong
Principal Banks Bank of China Fanchang County Branch
Wei Er Road
Fanchang Economic Development Zone, Wuhu City
Anhui Province, PRC
CORPORATE INFORMATION
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The information and statistics set out in this section and other sections of this prospectus were
extracted from the report prepared by Frost & S ullivan, which was commissioned by us, and from
various official government publications and other publicly available publications. We engaged Frost
& Sullivan to prepare the Frost & Sullivan Report, an in dependent industry report, in connection with
the Global Offering.
We believe that the sources of this information are appropriate source for such information and
have taken reasonable care in extracting and reproducing such information. We have no reason to
believe that such information is false or misleading or that any fact has been omitted that would
render such information false or misleading. The information from official government sources has
not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their
respective directors and advisers, or any other persons or parties involved in the Global Offering, and
no representation is given as to its accuracy.
OVERVIEW OF CHINA’S SNACK FOOD INDUSTRY
Overview of Snack Food Industry
Snack food refers to snacks and desserts typically enjoyed during leisure time or between meals
as a quick, convenient option. To accommodate various consumption scenarios, snack foods are
generally packaged in small, portable portion. Based on the ingredients used, snack food can be
categorized into fruit snacks, jelly, confectionery, chocolate, roasted seeds and nuts, crispy snack
foods, bread, cakes and pastries, biscuits, meat and aquatic animal snacks, seasoned flour products,
vegetable snacks and dried tofu snacks.
The market size of China’s snack food industr y increased from RMB774.9 billion in 2020 to
RMB933.0 billion in 2024, at a CAGR of 4.8%. Driven by the rising consumer health awareness and
ongoing product innovation toward health-conscious snack foods, the snack food industry is
expected to reach RMB1,141.0 billion in 2029, at a CAGR of 4.1%.
In 2024, the annual global per capita consumpt ion on snack food amounted to RMB1,188.9,
significantly higher than China’s annual per cap ita consumption on snack food of RMB662.5, and
the gap is particularly notable when compared with developed countries. For instance, the annual
per capita consumption on snack food in the U.S., the U.K., Japan and South Korea reached
RMB7,578.7, RMB6,543.9, RMB3,524.6 and RMB1,809.6, respectively. This disparity reveals the
substantial growth potential for snack food indu stry and extensive future demand for snack food in
China, illustrating ample opportunities for sna ck food providers to expand and meet growing
demands of Chinese consumers.
Market Size of China’s Snack Food Industry by Retail Sales Value by Product Types, 2020–2029E
Retail Sales Value (RMB Billion) CAGR (%)
Item 2020 2024 2025E 2029E 2020–2024 2025E–2029E
Fruit snacks 37.8 52.0 56.0 78.0 8.3% 8.6%
Jelly 17.8 31.0 35.0 57.0 14.9% 13.0%
Confectionery 85.3 93.0 96.0 104.0 2.2% 2.0%
Chocolate 64.1 68.0 70.0 75.0 1.5% 1.7%
Roasted seeds and nuts 141.4 161.0 165.0 184.0 3.3% 2.8%
Crispy snack foods 87.6 102.0 104.0 112.0 3.9% 1.9%
Bread, cakes and pastries 82.9 102.0 107.0 127.0 5.3% 4.4%
Biscuits 77.8 88.0 90.0 98.0 3.1% 2.2%
Meat and aquatic animal snacks 78.7 98.0 102.0 118.0 5.6% 3.7%
Seasoned flour products 41.2 56.0 60.0 80.0 8.0% 7.5%
Vegetable snacks 24.2 39.0 42.0 54.0 12.7% 6.5%
Dried tofu snacks 16.8 21.0 22.0 27.0 5.7% 5.3%
Others 19.3 22.0 23.0 27.0 3.3% 4.1%
China’s Snack Food Industry 774.9 933.0 972.0 1,141.0 4.8% 4.1%
Source: National Bureau of Statistics, Intervi ews with Industry Expert s, Frost & Sullivan Report
INDUSTRY OVERVIEW
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Market Drivers and Trends Analysis of China’s Snack Food Industry
Emergence of Fruit-based Snack Food
With rising per capita spending on snack foods and evolving dietary habits, Chinese consumers
are increasingly seeking variety and novelty in fr uit-based snack products. Manufacturers have
responded by developing a wide range of fruit ingredients and formats, including dried fruits,
freeze-dried fruits, and fruit jellies. Innovatio ns in sourcing, processing, and natural flavor
combinations allow these products to stand out in terms of taste, texture and convenience, appealing
to consumers looking for porta ble, easy-to-consume options.
Diversification of Consumption Scenarios
The ever-faster pace of life has led to a sharp increase in the demand for convenient,
ready-to-eat snacks suitable for various consumption scenarios. As consumption scenarios diversify,
such as in between meals, in offices, during travel a nd at family gatherings, the frequency and variety
of snack consumption are gradually expandin g. In offices, busy professionals often need
reinvigorating snacks that can quickly replenis h energy, alleviating hunger and enhancing work
efficiency during hectic intervals. During travel, people are in different environments and states,
l e a d i n gt om o r ed i v e r s es n a c kn e e d s .T h e s es n a c k sa r er e q u i r e dt ob ec o n v e n i e n tt oc a r r ya n da b l et o
satisfy the spontaneous needs that may arise throughout the journey.
Expansion of Sales Channels
The recent rise of e-commerce, live commerce and new retail models has opened up new growth
opportunities for the sales of snack food. Majo r online platforms enable convenient shopping
methods, extensive user reach and efficient logis tics and delivery systems to enable snack foods to
overcome geographical barriers and quickly reach consumers nationwide and even globally. In
addition, snack specialty stores have become in creasingly popular as they cater to snack food
consumers’ demand for health-consciousness, sust ainability and cultural exploration while offering
personalized shopping experiences and innovative f lavors. Thus, the market size of China’s snack
food industry by sales through snack specialty st ores reached 7.8% in 2024, and is expected to grow
to 10.3% in 2029, maintaining the highest g rowth rate among offline sales channels.
Overview of Fruit Snacks Industry
Fruit snacks, which include dried fruits, freez e-dried fruits, proce ssed fruit snacks, and
fruit-based bars or bites, have become increasingl y popular in recent years. They are often positioned
as convenient, portable snack options that fit into busy, on-the-go lifestyles. Compared to
traditional snacks, fruit snacks a re generally made from natural fruit ingredients and are available in
a variety of formats, catering to a wide range of co nsumer preferences. The market size of China’s
fruit snacks industry by retail sales value in creased from RMB37.8 b illion in 2020 to RMB52.0
billion in 2024, at a CAGR of 8.3%, and the market size is expected to reach RMB78.0 billion in
2029, growing at a CAGR of 8.6% from 2025 to 2029.
Market Size of China’s Fruit Snacks Industry by Retail Sales Value, 2020–2029E
100
RMB Billion
China’s Fruit Snacks Industry
CAGR 2020–2024 CAGR 2025E–2029E
8.3%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
37.8 41.0 44.2 47.7 52.0 56.0 61.0
66.0
72.0
78.0
8.6%
90
80
70
60
50
40
30
20
10
0
Source: Interviews with Industry Experts, Frost & Sullivan Report
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Value Chain Analysis of Fruit Snacks Industry
The upstream of the China’s fruit snacks indust ry mainly includes raw material suppliers who
are responsible for fruit breeding and cultivation and raw material supply. To ensure the quality of
raw material, leading manufacturers often build pr oduction bases near major raw material sourcing
regions and establish long-term relationships wit h local farmers. Modern farming techniques, such
as precision agriculture and pest management, not only improve the production efficiency of raw
materials but also enhance their nutritional cont ent and taste, thereby meeting the growing market
demand.
The midstream of the industry primarily in cludes snack food manufacturers who are
responsible for snack food processing and pro duction. Technological advancements in food
processing, such as automation and aseptic fresh -lock technology, have optimized the processing of
fruit snacks by preventing microbial contaminatio n and extending shelf life without preservatives.
Leading manufacturers are also developing innovative packaging technologies to enhance
convenience, preserve freshness and cater to the fast-paced lifestyles of modern consumers.
The downstream of the industry includes both end consumers and various sales channels, such
as traditional retail, supermarkets, snack spec ialty stores, convenienc e stores and e-commerce
platforms. With the rapid development of e-commerc e ,s a l e sc h a n n e l sh a v eb e c o m em o r ed i v e r s i f i e d ,
offering consumers easy access to various fruit s nacks. Companies enhance market visibility and
share through brand building and marketing activ ities, collaborating wi th well-known brands for
cross-promotions or providing customized products for key downstream retailers.
Among the fruit ingredients, green plum is reco gnized for its efficacy in treating cholera,
vomiting, diarrhea, dysentery, thirst and typhoid fever, according to the ‘‘Compendium of Materia
Medica’’ (《本草綱目》). A processed form of green plum, smoked plum, has further been included in
the National Health Commission’s ‘‘food and medicine homologous’’ ( 《藥食同源》) directory.
Accordingly, green-plum-based fruit snacks offer va rious function benefits, including (i) promoting
digestive health by stimulating gastric juice secret ion and balancing intestinal pH through various
kinds of naturally occurring organic acids, (ii) delivering antioxidant support via vitamins C,
polyphenols and organic acids, (iii) contributing to blood sugar regulation, and (iv) aiding weight
control due to their low calorie and high fiber content.
The globalization of green-plum-based fruit snacks underscores the international appeal of
traditional Chinese cuisine. Cherished for their med icinal properties, flavor and nutritional value,
green plums have also gained widespread acceptance as an oriental fruit in Japan, South Korea and
other East Asian countries. In Japan, where their cu isine culture emphasizes low-fat and low-calorie
diets, green plums are highly valued and often processed into dried plums. Enhanced through
Japanese craftsmanship and technology, esp ecially in preservative-free applications,
green-plum-based snacks enjoy widespread popul arity in Japan. As a result, Japan’s per capita
annual consumption of green-plum-based snacks exceeds China’s by more than 70 times. The
disparity demonstrates the substa ntial, unfilled market potential fo r green-plum-based fruit snacks
in China. Driven by the increasing consumer spe nding and market promotion, Chinese consumers’
awareness and acceptance of green-plum-based fr uit snacks continue to rise, leading to the market
growth.
Entry Barrier for Fruit Snacks Industry
Raw Material Barrier
New entrants face difficulties in securing stable, high-quality fruit supply at competitive prices.
Due to seasonal fluctuations, perishability, and com petition from established players, small or new
firms often struggle with cost control and consist ent sourcing, which directly impacts production
reliability and product quality.
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Brand Recognition Barrier
The fruit snacks market is dominated by well-esta blished brands with strong retail presence and
loyal customer bases. Securing shelf space in s upermarkets or e-commerce platforms requires
significant investment in marketing, trade promotions, and retailer relationships, posing a steep
hurdle for newcomers wi thout brand equity.
Product Innovation Barrier
Consumer preferences in this area are rapidly evolving toward functional and low-calorie
snacks. New entrants often lack the research an d development infrastructure to formulate
competitive products with appealing taste, textu re, and health benefits, especially when using
natural or clean-label ingredients, which lim its differentiation and slows scaling efforts.
Market Challenges and Threats for Fruit Snacks Industry
Raw Material Supply Volatility
Fruit snacks rely on stable fruit supply which weather changes and climate events may disrupt
harvests, driving up prices and limiting availab ility. This affects production consistency and may
lead to increased costs or quality compromise.
Health Expectations from Consumers
Consumers are demanding lower sugar and cleaner labels, reformulating products to meet these
expectations raises research and development costs and technical challenges.
Competition and Differentiation Pressure
The market faces rising competition from both major brands and niche players. With limited
product differentiation, companies must invest in innovation and marketing enough to stay
competitive, which may strain margins.
Overview of Green-plum-based Fruit Snacks Industry
Green-plum-based fruit snacks are valued for thei r distinctive natural acidity, fruit-derived
organic acids, and bioactive comp ounds, which are commonly associa t e dw i t hd i g e s t i v es u p p o r ta n d
appetite stimulation. Benefiting from strong flavor r ecognition, natural preser vative characteristics,
and adaptability across multiple snack formats, gree n-plum-based fruit snacks continue to appeal to
consumers seeking fruit-based, minima lly processed snack alternatives.
The market size of China’s green-plum-based fruit snacks industry by retail sales value
increased from RMB5.1 billion in 2020 to RMB9.1 billion in 2024, representing a CAGR of 15.5%.
Growth has been driven by rising consumer awareness of digestive health, continuous product
innovation, and a shift in consumer preferences toward natural and functional snack foods. Looking
ahead, the market is expected to expand from RMB10.4 billion in 2025 to RMB17.0 billion in 2029,
at a CAGR of 13.0%, supported by sustained deman d for fruit-based, and health-oriented snack
products.
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Market Size of China’s Green-plum-based Fruit Snacks Industry, 2020–2029E
18
RMB Billion
China’s Green-plum-based
Fruit Snacks Industry
CAGR 2020–2024 CAGR 2025E–2029E
15.5%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
5.1
6.1 6.9
7.8
9.1
10.4
11.9
13.5
15.2
17.013.0%
16
14
12
10
8
6
4
2
0
Source: Interviews with Industry Experts, Frost & Sullivan Report
Overview of Prune-based Fruit Snacks Industry
Prune-based fruit snacks, recognized for their hi gh dietary fiber, antioxidants and essential
vitamins and minerals, promote digestive health and o verall well-being. Their worldwide popularity,
particularly in countries such as France, the U.S . and other Western and Eastern markets, stems
from their health benefits. With a long shelf lif e and natural flavor, prune-based fruit snacks
continue to appeal to health-conscious consum ers and those seeking natural alternatives to
processed snack foods.
The China’s prune-based fruit snacks industry ha s significant growth potential. The market size
of China’s prune-based fruit snacks industry by r etail sales value increased from RMB2.4 billion in
2020 to RMB4.1 billion in 2024, at a CAGR of 14.6%. Driven by Chinese consumers’ rising health
awareness, continuous product innovation and shi fting consumers’ preference toward natural and
functional snack food, the prune-based fruit sna cks industry is expected to increase from RMB4.7
billion in 2025 to RMB8.2 billion in 2029, at a CAGR of 14.9%.
Market Size of China’s Prune-based Fruit Snacks Industry, 2020–2029E
10
RMB Billion China’s Prune-based Fruit Snacks Industry
CAGR 2020–2024 CAGR 2025E–2029E
14.6%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.4
3.0 3.4 3.7 4.1
4.7
5.4
6.2
7.2
8.2
14.9%
9
8
7
6
5
4
3
0
2
1
Source: Interviews with Industry Experts, Frost & Sullivan Report
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Competitive Landscape of China’s Fruit Snacks Industry
The market size of China’s fruit snacks industr y by retail sales value reached RMB52.0 billion
in 2024, with the top five market players accou nting for 14.5% of the market share. In 2024, the
Company ranked first in terms of retail sales value in China’s fruit snacks industry, representing a
market share of 4.9%.
Top Five Companies in China’s Fruit Snacks Industry by Retail Sales Value, 2024
the Company
Company A
Company B
Company C
Company D
2.6
2.1
1.0
1.0
0.8
Ranking Company Name Market ShareRetail Sales Value of Fruit Snacks in China in 2024 (RMB Billion)
4.9%
2.0%
2.0%
1.5%
Top Five: 14.5%
4.1%
1
3
5
2
4
Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report
Competitive Landscape of China’s Green-plum-based Fruit Snacks Industry
The market size of China’s green-plum-based fruit snacks industry by retail sales value reached
RMB9.1 billion in 2024, with the top five market players accounting for 44.1% of the market share,
indicating a relatively fragmented competitive la ndscape. In 2024, the Company ranked first in terms
of retail sales value in China’s green-plum-based f ruit snacks industry, representing a market share
of 24.2%.
Top Five Companies in China’s Green-plum-based Fruit Snack Industry
by Retail Sales Value, 2024
the Company
Company E
Company F
Company G
Company B
2.2
0.5
0.5
0.5
0.4
Ranking Company Name Market Share
Retail Sales Value of China Green-plum-based Fruit Snacks in 2024
(RMB Billion)
24.2%
5.3%
5.1%
3.8%
Top Five: 44.1%
5.7%
1
3
5
2
4
Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report
Overview of Jelly Industry
Jelly is a gelatinous, sweet food typically made fr om fruit nectar, sugar, thickening agents such
as gelatin, carrageenan or agar. These key ingre dients are combined and processed to produce a
smooth, transparent texture with a firm yet pliable consistency. Commonly enjoyed as a convenient
dessert or snack option, jelly exists in various fla vors, which often reflect natural fruity flavors.
Jelly’s versatile flavors and pliable texture ma ke it a popular treat across diverse markets.
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The China’s jelly market is expanding stead ily, driven by the ever-evolving consumer
preferences, growing demand for convenient snacks and continuous product innovations toward
natural and health-conscious jelly. Based on ingredients and processing methods, Jelly can be
classified into different types. In particular, featuring ease to consume and portable size, squeezy
jelly has become the fastest growing category, appealing to younger consumers who seek fun and
interactive snacking experienc es. Additionally, squeezy jelly re flects innovative flavors and
incorporates natural ingredients to align with growing consumer demand for high-quality, novel
and health-conscious jelly products. The market si ze of China’s jelly industry by retail sales value
increased from RMB17.8 billion in 2020 to RMB 31.0 billion in 2024 at a CAGR of 14.9%, and the
market is expected to reach RMB57.0 billion i n 2029, at a CAGR of 13.0% from 2025 to 2029.
Specifically, the squeezy je lly market increased from RMB1.1 billion in 2020 to RMB4.7 billion in
2024 at a CAGR of 43.8%, and the market is expected to reach RMB18.2 billion in 2029 at a CAGR
of 28.9% from 2025 to 2029, demonstrating the enormous growth potential of the market.
Market Size of China’s Jelly Industry by Retail Sales Value by
Edible Methods, 2020–2029E
60
RMB Billion
Cup Jelly
Sip Jelly
Squeezy Jelly
China’s Jelly Industry
CAGR 2020–2024 CAGR 2025E–2029E
13.1%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
17.8
21.4
25.0
28.0
31.0
35.0
39.0
44.0
50.0
13.0 15.5 18.0 19.6 21.3
22.8
25.0
27.5
29.3
3.8 4.7 6.6 7.8 9.7 13.0
3.7 4.2 4.4 4.6 5.0 5.6 6.2 6.8
7.7
8.1%
7.8% 8.3%
43.8% 28.9%
14.9% 13.0%
50
40
30
20
10
0
1.1 1.7 2.6
57.0
31.1
18.2
7.7
Source: Interviews with Industry Experts, Frost & Sullivan Report
With increasing consumer awareness of health and wellness, particularly the desire for cleaner
labels and more transparent ingred ients, demand for natural ingredient jelly has grown significantly.
To capture this emerging market trend, jelly manufa cturers are shifting their product development
strategies toward jelly products wi th natural ingredients. It is now viewed as a strategic direction for
innovation and brand differentiation, aimed at s atisfying consumers’ growing expectations for
authenticity, healthiness, and quality in daily food products. These innovations have resonated
particularly well with youngsters, children and whit e-collar consumers seeking guilt-free and natural
ingredient products.
Entry Barrier for Jelly Industry
Product Barrier
Jelly products require precise formulation to deliver consistent texture, elasticity, and taste.
Replacing artificial gelling agents or colorants with natural alternatives fur ther increases technical
complexity. New entrants often l ack access to the expertise or proprietary formulations needed to
compete on quality and stability.
Distribution Barrier
Reliable distribution infrastructure is essen tial to maintain shelf life and food safety. New
entrants without established logistics or channel par tnerships face high distribution costs and limited
reach, particularly in emerging markets or cross-border trade.
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Scale Barrier
Jelly is often positioned as an affordable mass-ma rket snack, especially in developing regions.
New players entering this low-margin environm ent must achieve high production efficiency to
remain price-competitive. Without economies of s cale or automation, it’s difficult to maintain
profitability.
Market Challenges and Threats for Jelly Industry
Ingredient and Cost Pressures
Fluctuations in the prices of key ingredients may impact production costs and pressure to use
more natural or healthier alternatives adds complexity and expense.
Shifting Consumer Preferences
Consumers are shifting away from artificial pr oducts toward healthier and more nature jellies.
Traditional jelly products face d eclining appeal, requiring investm ent in innovation and potential
trade-offs in texture or shelf life.
Regulatory Standards
Food regulations are tightening especially fo r additives and preservations. Meeting diverse
compliance requirements increases operational c omplexity and may raise the risk of reputational
harm.
Competitive Landscape of China’s Jelly Industry
The China’s jelly industry is relatively fragment ed and competitive. The market size of China’s
jelly industry by retail sales value reached R MB31.0 billion in 2024, with the top ten companies
accounting for 33.9% of the market share. The Company ranked sixth in terms of retail sales value in
China’s jelly industry, represent ing a market share of 2.9% in 2024.
Top Ten Companies in China’s Jelly Industry by Retail Sales Value, 2024
Company H
Company I
Company J
Company K
Company L
the Company
Company M
Company N
Company B
Company O
2.9
1.6
1.5
1.0
1.0
0.9
0.5
0.4
0.4
0.3
Ranking Company Name Market Share
Retail Sales Value of Jelly  in China in 2024 (RMB Billion)
1
3
5
2
4
8
10
6
7
9
9.4%
4.8%
3.3%
3.1%
Top Ten: 33.9%
5.2%
2.9%
1.4%
1.0%
1.3%
1.5%
Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report
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The following sets forth the profile of the companies in the ranking:
Company A, established in 1992 and headquartered in Zhengzhou, Henan, primarily engages in
the research, procurement, production and sales of healthy foods, including red dates, freeze-dried
products, nuts and dried fruits.
Company B, established in 2007 and headquartered in Hangzhou, Zhejiang, focuses on the
research, development, processing, production, trade, warehousing and logistics of snack foods.
Company C, established in 1989 and headquartered in Weifang, Shandong, continuously
innovates, researches and integrates with traditional hawthorn food products as its main line.
Company D, established in 2010 and headquartered in Wuhan, Hubei, is a brand operation
enterprise that leverages digital technology to integrate supply chain management and an
omnichannel sales system, focusing on high-quality snack food business.
Company E, established in 2013 and headquartered in Huzhou, Zhejiang, is a professional snack
food production enterprise focusing on research, development, production and sales.
Company F, established in 1992 and headquartered in Hangzhou, Zhejiang, is a specialized snack
food enterprise in China.
Company G, established in 1943 and headquartered in Quanzhou, Fujian, mainly produces series
of preserves, cold fruit, candy and other series of food.
Company H, established in 1992 and headquartered in Shenzhen, Guangdong, is engaged in
production and sale of four major product lines: jelly puddings, seaweed, milk tea and chocolate
biscuits.
Company I, established in 1983 and headquartered in Shanghai, is one of famous food and
beverage manufacturers in China.
Company J, established in 2000 and headquartered in Quanzhou, Fujian, is a famous snack food
supplier in the jelly products market in China.
Company K, established in 1990 and headquartered in Quanzhou, Fujian, is engaged in the
production and sale of jelly and shrimp chips, seasonings, rice wine and other related snack food
products.
Company L, established in 1998 and headquartered in Shenzhen, is committed to the production of
snack foods such as jelly and pudding.
Company M, established in 2005 and headquartered in Changsha, Hunan, integrates research and
development, production and sales across the entire snack food industry chain and the deep
processing of agricultural products.
Company N, established in 2012 and headquartered in Wuhu, Anhui, is a snack enterprise
specializing in the research, development, production and sales of a wide variety of products.
Company O, established in 2020 and headquartered in Shanghai, is committed to providing
consumers with snacks that are both healthy and tasty.
RAW MATERIAL PRICE ANALYSIS
The major raw materials for plum-based product s primarily consist of green plums, prunes and
auxiliary raw materials, such as sugar and salt. The price of green plum is primarily influenced by
weather and market conditions. Green plums can be significantly affected by weather, which causes
price fluctuations. Additionally, the plum-based product manufacturers’ inventory level can also
impact the price of green plums, resulting in fluct uations in procurement costs. From 2020 to 2024,
the price of green plum in China increased from RMB2,400 per ton to RMB2,600 per ton, at a
CAGR of 2.0%.
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Prune-based products mainly use the prunes imported from Chile, France and the United
States. The price of prune increased in recent yea rs due to the adverse weather conditions, reduced
yields and increased global demand. Additionally, higher transportation costs, logistics disruptions
and increased level of inflation also contributed to the price surge of imported prunes. From 2020 to
2024, the price of imported prune increased from RMB16,200 per ton RMB20,700 per ton, at a
CAGR of 6.3%.
The price of auxiliary raw materials, such as sugar , is primarily influenced by the global supply
and weather conditions. As one of the world’s majo r sugar-sourcing countries, the price of white
sugar in China was greatly affected by that in the int ernational market. Therefore, due to the rising
price of white sugar globally, from 2020 to 2024, the price of white sugar in China increased from
RMB5,500 per ton to RMB6,500 per ton, at a CAGR of 4.4%.
Average Price of China Green-plum, Imported Prune and White Sugar, 2020–2024
Thousand RMB/Ton
CAGR 2020–2024
Green Plum 2.0%4.0
3.5
3.0
2.5
0.0
2020
2.4
2021
2.0
2022
2.4
2023 2024
2.5 2.6
Thousand RMB/Ton
CAGR 2020–2024
Imported Prune 6.3%
20
18
16
0
2020 2021 2022 2023 2024
16.2
17.5
16.6
21.5 20.7
Thousand RMB/Ton
CAGR 2020–2024
Sugar 4.4%7.0
6.5
6.0
0.0
2020 2021 2022 2023 2024
5.5 5.6
6.0
7.0
6.5
22
21
19
17
Source: General Administration of Customs of PRC, Interviews with Industry Experts, Frost & Sullivan Report
SOURCE OF INFORMATION
We commissioned Frost & Sullivan to conduct mar ket research on snack food and plum-based
products industry and prepare the Frost & Su llivan Report. Frost & Su llivan is an independent
global consulting firm founded in 1961 in New York that offers industry research and market
strategies. We have contracted to pay RMB400 ,000 to Frost & Sullivan for compiling the Frost &
Sullivan Report.
In preparing the Frost & Sullivan Report, F rost & Sullivan conducted detailed primary
research which involved discu ssing the status of the industry with certain leading industry
participants and conducting interviews with rel evant parties. Frost & Sullivan also conducted
secondary research which involved reviewing com pany reports, independent research reports and
d a t ab a s e do ni t so w nr e s e a r c hd a t a b a s e .F r o s t&Sullivan obtained the figures for the estimated
total market size from historical data analysi s plotted against macroeconomic data as well as
considered the above-mentioned industry key d rivers. Its market engineering forecasting
methodology integrates several forecasting techniques with the market engineering
measurement-based system and relies on the expertise of the analyst team in integrating the
critical market elements investigated during the research phase of the project. These elements
primarily include expert-opinion forecasting m ethodology, integration of market drivers and
restraints, integration with the market challe nges, integration of the market engineering
measurement trends and integrat ion of econometric variables.
The Frost & Sullivan Report is compiled based on the following assumptions: (i) the social,
economic and political environment of the globe a nd Chinese Mainland is likely to remain stable in
the forecast period; and (ii) related industry key dr ivers are likely to drive the market in the forecast
period.
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I. REGULATION RELATING TO FOREIGN INVESTMENT
The Company Law of the PRC , adopted on December 29, 1993 by the Standing Committee of
the National People’s Congress and recently amended on December 29, 2023, stipulates that
companies are divided into limited liability compa nies and joint stock limited companies, and all
companies established within China are governed by this law.
The Foreign Investment Law of the PRC (《中華人民共和國外商投資法》), adopted by the
National People’s Congress (NPC) on March 15, 20 19 and effective from January 1, 2020, provides
that the state adopts the management system of pre- establishment national treatment and negative
list for foreign investment. Foreig n investors are prohibited from investing in sectors specified as
prohibited in the Negative List for Admission of Foreign Investment. For sectors classified as
restricted under the Negative List for Admission of Foreign Investment, foreign investors must
comply with the specific conditions stipulated the rein. For sectors not included in the Negative List
for Admission of Foreign Investment, manageme nt shall be implemented in accordance with the
principle of equal treatment for do mestic and foreign investment.
Pursuant to the Special Management Measures (Negative List) for the Access of Foreign
Investment (2024 Version) (《外商投資准入特別管理措施（負面清單）（2024 年版）》) (the Negative List)
and the Catalogue of Encouraged Industries for Foreign Investment (2022 Version) and (2025
Version) (the Encouraged Catalogue), the Company and its domestic holding subsidiaries fall within
the industrial sectors encouraged for foreign investment under the Encouraged Catalogue, and are
not among the industrial sectors where foreign inv estment is prohibited or restricted under the
Negative List.
II. REGULATION RELATING TO FOOD SAFETY
The Food Safety Law of the PRC (《中華人民共和國食品安全法》), adopted on February 28,
2009 by the NPC Standing Committee and recently amended on December 1, 2025, stipulates that
the State implements a licensing system for the production and operation of food and food additives,
establishes a full-process traceability system for food safety and a food recall system, and requires
food producers and operators to be responsible for the safety of the food they produce or operate.
The Product Quality Law of the PRC (《中華人民共和國產品質量法》), adopted on February 22,
1993 by the NPC Standing Committee and recently am ended on December 29, 2018, stipulates that
the State implements a supervision and inspect ion system for product quality, with random
inspections as the primary method. Samples for suc h random inspections shall be randomly selected
from the market or from products to be sold in the finished goods warehouses of enterprises. Where
products are found to be unqualified through supe rvision and inspection, th e producers and sellers
will be ordered to make corrections within a specified period; if corrections are not made within the
specified period, the product quality supervision department of the provincial-level or above
government will make a public announcement; if pro ducts remain unqualified after a re-inspection
following the announcement, the enterprise will b e ordered to suspend operations for rectification
within a specified period; if the product quality remains unqualified after a re-inspection following
the rectification period, its business license will be revoked.
The Measures for the Administration of Food Business Licensing and Filing (《食品經營許可和備
案管理辦法》), issued by the State Administration for Ma rket Regulation (SAMR) and effective from
December 1, 2023, stipulate that food producers wh o have already obtained food production licenses
do not require a food operation license to sell their self-produced food at their production and
processing sites or through online channels. Food sellers who have already obtained food operation
licenses do not require a separate filing for ex panding into sales of pre-packaged food. Food
producers who have already obtained food productio n licenses do not require a separate filing to sell
their self-produced pre-packaged food at their production and processing sites or through online
channels. Food producers who engage in food operation activities in different business premises
REGULATORY OVERVIEW
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shall obtain separate food operation licenses or filings for each premise according to the law. Food
operation entities are classified into food sellers, catering service operators, and entity-operated
canteens for centralized meal supply.
The Administrative Provisions on Food Labeling (《食品標識管理規定》), issued by the General
Administration of Quality Supervision, Inspection and Quarantine (AQSIQ) (now integrated into
SAMR) and amended on October 22, 2009, explicitly require that food labels shall indicate the food
name, place of origin, production date, shelf life, net weight, ingredient list, and the name, address
and contact details of the producer, as well as the ap plicable national, industry or local standards.
Foods that are subject to product ion license shall be labeled with their food production license
n u m b e ra n dQ Sm a r k .
III. REGULATION RELATING TO INTERNET MARKETING AND LIVE STREAMING
E-COMMERCE
The E - C o m m e r c eL a wo ft h eP R C (《中華人民共和國電子商務法》), adopted by the NPC
Standing Committee and effective from January 1, 2019, stipulates that e-commerce operators
include e-commerce platform oper ators, operators on platforms, an d e-commerce operators who sell
goods or provide services through self-built we bsites or other network services. E-commerce
operators shall register as market en tities in accordance with the law.
The Advertising Law of the PRC (《中華人民共和國廣告法》), adopted on October 27, 1994 by
the NPC Standing Committee and recently amended o n April 29, 2021, explicitly requires that the
release and transmission of advertisements via t he internet must not affect the normal use of the
internet by users; advertisements published on internet pages in the form of pop-ups shall be clearly
marked with a closing sign to ensure one-click closure.
The Measures for the Supervision and Admi nistration of Online Transactions (《網絡交易監督管
理辦法》), issued by SAMR and effective from May 1, 2025, stipulate that online transaction
operators shall disclose information on goods or services in a comprehensive, truthful, accurate and
timely manner to protect consumers’ right to know and right to choose. Online transaction operators
carrying out online transaction ac tivities through network services such as social networks or live
streaming shall prominently displ ay the goods or services, the actual operating entity, after-sales
service information, or link identifiers of the above information.
The Measures for the Administration of Online Live Streaming Marketing (Trial) (
《網絡直播營
銷管理辦法（試行）》), jointly issued by the Cyberspace Ad ministration of China and six other
departments and effective from May 25, 2021, req uire that operators of live streaming rooms and
live streaming marketers engaged in online live str eaming marketing activities must not fabricate or
tamper with data traffic such as transactions, atte ntion, views, and likes, which constitutes data
fraud.
The Code of Conduct for Online Anchors (《網絡主播行為規範》), jointly issued and implemented
by the National Radio and Television Administr ation and the Ministry of Culture and Tourism on
June 8, 2022, requires that online anchors comply with the relevant regulations on real-name
registration of accounts, and must not engage in 31 pr ohibited acts covering aspects such as political
security, social order, minor protection, and busi ness ethics. For live streaming content requiring
higher professional expertise (such as medical and health care, finance and economics, law,
education), anchors should obtain corresponding practicing qualifications and report such
practicing qualifications to the live streaming pla tform, which shall conduct qualification review
and filing.
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IV. REGULATION RELATING TO E NVIRONMENTAL PROTECTION
The Environmental Protection Law of the PRC (《中華人民共和國環境保護法》) (the
‘‘Environmental Protection Law ’’), adopted on December 26, 1989 by the NPC Standing
Committee and amended on April 24, 2014, explicitly stipulates that all entities and individuals
have the obligation to protect the environment; producers and operators shall prevent and reduce
environmental pollution and ecological damage, and bear responsibility for the damage caused in
accordance with the law. The State implements a total emission control system for key pollutants
and a pollution discharge permit management system. Construction of a project for which an
environmental impact assessment has not been c onducted in accordance with the law shall not
commence. Pollution prevention an d control facilities in a construction project shall be designed,
constructed, and put into operation simultaneously with the main project. Pollution prevention and
control facilities shall comply with the requirements of the approved environmental impact
assessment documents, and must not be dismantled or left idle without authorization.
Ten laws related to environmental protection a nd pollution prevention and control, including
the Environmental Protection Law will be replaced by the Ecological Environment Code of the PRC
(《中華人民共和國生態環境法典》), which was adopted by the NPC a nd will take effect on June 28,
2026.
V. REGULATION RELATING TO PROPERTY
1. Land Administration
The Land Administration Law of the PRC (《中華人民共和國土地管理法》), adopted on
June 25, 1986 by the NPC Stan ding Committee and recently amended on August 26, 2019,
stipulates that construction entities using sta te-owned land shall use t h el a n di na c c o r d a n c e
with the terms of the compensated use contract such as the land use right grant agreement or
the provisions of the approval document for the allocation of land use rights. If a change in the
intended use of such land is truly necessary, it shall be approved by the competent department
of natural resources of the relevant people’ s government and reported to the people’s
government that originally appr oved the land use for approval.
The Rural Land Contracting Law of the PRC (《中華人民共和國農村土地承
包法》), adopted
on August 29, 2002 by the NPC Standing Committee and recently amended on December 29,
2018, stipulates that the State implements the ru ral land contracting and management system.
Rural land contracting adopts the method of hou sehold contracting within rural collective
economic organizations. After contracting land, the contractor acquires the right to land
contractual management and may either manage it by itself or retain the land contracting right
while transferring the land management right of the contracted land to others for management.
Rural land contracting and management shall c omply with laws and regulations, and protect
the rational development and sustainable use of land resources. Contracted land must not be
used for non-agricultural construction without approval in accordance with the law. Where the
party granting the contract contracts rural land to an entity or individual outside the collective
economic organization, it shall obtain prior consent from at least two-thirds of the members of
the villagers’ assembly or at least two-thirds of th e villagers’ representatives in the collective
economic organization, and report to the township (town) people’s government for approval.
2. Property Leasing
The Civil Code of the PRC , adopted by the NPC and effective from January 1, 2021,
stipulates that unless the parties have agreed ot herwise, the income derived from the possession
and use of the leased property during the lease t erm belongs to the lessee. A lessee may sublease
the leased property to a third party with the con sent of the lessor. Wher e the lessee subleases
the property, the lease contract between the le ssee and the lessor remains valid. If the third
party causes damage to the leased property, the le ssee shall compensate for the loss. If the lessee
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subleases the property without the consent of the lessor, the lessor may terminate the contract.
A change in the ownership of the leased property during the term of the lease contract under
which the lessee is in possession does not a ffect the validity of the lease contract.
The Administrative Measures for the Lease of Commercial Properties (《商品房屋租賃管理
辦法》), issued by the Ministry of Housing and Urban-Rural Development and effective from
February 1, 2011, require that within 30 days afte r the conclusion of a property lease contract,
the parties to the property lease shall register t he property lease with the competent department
of construction (real estate) of the municipality directly under the Central Government, city or
county where the leased property is located. If the lease registration is not completed in
accordance with the above requirements, the competent department of construction (real
estate) of the municipality directly under the Central Government, city or county shall order
correction within a specified period; if an indi vidual fails to make corrections within the
specified period, a fine of not more than RMB1,0 00 shall be imposed; if an entity fails to make
corrections within the specified period, a fine of not less than RMB1,000 and not more than
RMB10,000 shall be imposed.
VI. REGULATION RELATING TO LABOR AND SOCIAL SECURITY
1. Labor Contract
The Labor Contract Law of the PRC (《中華人民共和國勞動合同法》), adopted on June 29,
2007 by the NPC Standing Committee and recently amended on December 28, 2012, stipulates
that this law applies to the establishment of l abor relationships, and the conclusion,
performance, modification, termination or expiration of labor contracts between employers
and employees within China. La bor contract employment is the basic form of employment for
enterprises, while labor dispatch employm ent is a supplementary form and may only be
implemented in temporary, auxiliary, or substit ute positions. The employer shall strictly
control the number of dispatched employees, wh ich shall not exceed a certain percentage of its
total workforce. The employer may also adopt a part-time employment model, where
employees work an average of no more than four hours every day and no more than 24
hours every week in the same entity.
2. Social Insurance
The Social Insurance Law of the PRC (《中華人民共和國社會保險法》), adopted on October
28, 2010 by the NPC Standing Committee and recently amended on December 29, 2018,
requires that employers shall, within 30 days from the date of hiring, apply for social insurance
registration with the social insurance regist ration agency for their employees. If social
insurance registration is not comp leted, the social insurance registration agency shall determine
the social insurance premiums payable by the employer. If an employer fails to pay social
insurance contributions in full and on time, the so cial insurance collection authority may order
the employer to pay or make up the contributions within a specified period, and charge a daily
late payment of 0.05% of the outstanding amount from the date of default. If the employer still
fails to comply, the relevant administrative a uthority may impose a fine of not less than one
time and not more than three times the unpaid amount.
The Interpretation on Issues Concerning the Application of Law in the Trial of Labor
Dispute Cases (II) (《關於
審理勞動爭議案件適用法律問題的解釋（二）》), issued by the Supreme
People’s Court and effective from September 1, 2025, explicitly clarifies that any agreement
between an employer and an empl oyee that stipulates or any commitment made by an employee
to the employer stating that social insurance p remiums need not be paid shall be invalid. Where
an employer fails to pay social insurance pre miums in accordance with the law, the employee
shall have the right to request the termination of the labor contract on this ground and demand
the employer to pay economic compensation. How ever, after the employer makes up the social
insurance premiums in accordance with the law, i t has the right to claim the return of the social
insurance premium compensation already paid to the employee.
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3. Housing Provident Fund
The Administration of Housing Provident Fund (《住房公積金管理條例》), issued on April 3,
1999 by the State Council and recently amended on March 24, 2019, require that when an
employer recruits an employee, it shall register with the housing provident fund administration
center and establish or transfer employees’ housing provident fund accounts within 30 days
from the employment date. If an employer fails to register for housing provident fund
contributions or fails to set up accounts for its employees, the housing provident fund
administration center may order it to complete suc h procedures within a specified period. If the
employer fails to comply within such specified period, a fine of not less than RMB10,000 but
not more than RMB50,000 may be imposed.
VII. REGULATION RELATING TO OVERSEA S SECURITIES ISSUANCE AND LISTING
The Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic
Companies (《境內企業境外發行證券和上市管理試行辦法》), issued by the CSRC and effective from
March 31, 2023, require that a domestic enterprise in China making its initial public offering or
listing overseas shall file with the CSRC within thr ee working days after submitting the offering and
listing application documents overseas.
The Provisions on Strengthening C onfidentiality and Archives Administration of Overseas
Securities Offering and Listing by Domestic Enterprises (《關於加強境內企業境外發行證券和上市相關
保密和檔案管理工作的規定》), jointly issued by the CSRC and other departments and effective from
March 31, 2023, require that during the overseas issuance and listing activities of a domestic
enterprise, the domestic enterprise as well as securi ties companies and securities service institutions
providing related services, shall strictly comply with relevant laws and regulations of the People’s
Republic of China and the requirements of this regulation. They shall enhance their legal awareness
of keeping state secrets and strengthenin g archive management, establish and improve
confidentiality and archive management syst ems, implement necessary measures to fulfill
confidentiality and archive man agement responsibilities, and mus t not disclose state secrets or
work secrets of state agencies, nor harm national or public interests. Domestic enterprises that
provide or publicly disclose documents or informati on involving state secrets or work secrets of state
agencies to relevant securities companies, secur ities service institutions, overseas regulatory
authorities or other entities and individuals, w hether directly or through their overseas listed
entities, shall obtain approval from competent authorities with approval authority in accordance
with the law and file with the administrative dep artment for confidentiality at the same level.
VIII. REGULATION RELATING TO CYBERSECU RITY, DATA SECURITY AND PERSONAL
INFORMATION PROTECTION
The Cybersecurity Law of the People’s Republic of China (《中華人民共和國網絡安全法》),
adopted on June 1, 2017 by the NPC Standing Committee and recently amended on October 28,
2025, stipulates that the construction, operatio n, and provision of services via networks within
China shall comply with the requirements of law s, administrative regulations, and mandatory
national standards. Any individual or organizatio n using the network shall abide by the Constitution
and laws, uphold public order, and respect social morality. They must not end anger cybersecurity,
nor use the network to engage in activities that endanger national security, honor and interests,
incite the subversion of state power or overthrow the socialist system, incite secession or undermine
national unity, promote terrorism or extre mism, promote ethnic hatred or discrimination,
disseminate violence, obscenity or pornography, f abricate and disseminate false information that
disrupts economic and social order, or infringe upon the reputation, privacy, intellectual property
rights, or other lawful rights and interests of others.
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The Data Security Law of the PRC (《中華人民共和國數據安全法》), adopted by the NPC
Standing Committee and effective from September 1, 2021, explicitly stipulates that data processing
activities carried out within China shall comply with Chinese laws and regulations. For data
processing activities carried out outside China that harm the national security, public interests, or
the lawful rights and interests of citizens or organ izations of China, legal liability shall be pursued in
accordance with the law.
The Personal Information Protection Law of the PRC (《中華人民共和國個人信息保護法》),
adopted by the NPC Standing Committee and effect ive from November 1, 2021, stipulates that the
processing of personal information includes the collection, storage, use, processing, transmission,
provision, disclosure, deletion, etc. of personal information. No organization or individual may
illegally collect, use, process, or transmit the perso nal information of others, nor illegally buy, sell,
provide, or disclose the personal information of others. No organization or individual may engage in
personal information processing activities that endanger national security or public interests.
The Measures for Cybersecurity Review (《網絡安全審查辦法》), jointly issued by the Cyberspace
Administration of China and relevant governmen t departments and effective from February 15,
2022, require that where an operator of critical i nformation infrastructure purchases network
products and services that affect or may affect national security, it shall declare a cybersecurity
review to the Cybersecurity Review Office. A net work platform operator that possesses personal
information of more than one million users must decl are a cybersecurity review to the Cybersecurity
Review Office if it seeks to be listed abroad.
IX. REGULATION RELATING TO TAXATION
The Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》), adopted on
March 16, 2007 by the NPC and recently amended on December 29, 2018 by the NPC Standing
Committee, and the Regulation on the Implementation of the Enterprise Income Tax Law of the PRC
(《中華
人民共和國企業所得稅法實施條例》), issued on December 6, 2007 by the State Council and
recently amended on December 6, 2024, stipulate that enterprises within China are divided into
resident enterprises and non-resident enterprises. A resident enterprise shall pay enterprise income
tax on its income derived from both within and outside China at a tax rate of 25%.
The Circular on the Scope of Primary Processing of Agricultural Products Eligible for Enterprise
Income Tax Preferential Policies (Trial) (《關於享受企業所得稅優惠政策的農產品初加工範圍（試行）
的通知》) jointly issued by the MOF and the SAT on November 20, 2008, and the Supplementary
Circular on the Relevant Scope of Primary Processing of Agricultural Products Eligible for Enterprise
Income Tax Preferential Policies (《關於享受企業所得稅優惠的農產品初加工有關範圍的補充通知》)
issued on May 11, 2011, clarify that income derived from the primary processing of agricultural
products within the specified scope is exempt from enterprise income tax.
The Value-Added Tax Law of the PRC (《中華人民共和
國增值稅法》), adopted on December 25,
2024 by the NPC Standing Committee and effective from January 1, 2026, stipulates that entities and
individuals that sell goods, services, intangible assets, or immovable property within China, as well
as those that import goods, are taxpayers of value-added tax (VAT) and shall pay VAT in
accordance with the law. The tax rate for taxpaye rs selling goods or importing goods is generally
13%. The tax rate for taxpayers selling or importi ng agricultural products is 9%. The tax rate for
taxpayers selling services or intangible assets is generally 6%. The tax ra te for taxpayers exporting
goods is zero, unless otherwise stipulated by the St ate Council. The tax rate for cross-border sales by
domestic entities and individuals of services and i ntangible assets within the scope stipulated by the
State Council is zero. The collection rate for VAT calculated and paid using the simplified
assessment method is 3%.
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OVERVIEW
We are a fruit snack company focusing on the plum-based products. Our history dates back to
when our founder Mr. Yang founded Anhui Liuliu in 1999 and explored business opportunities in
the snack-food industry. Our ‘‘ 溜溜 LIUM’’ trademark was recognized as a ‘‘Renowned Chinese
Trademark’’ since 2015. Guided by our plum-centri c product development strategy, we have built a
diverse portfolio of plum-based products including dried plum snacks, prune-based products and
plum jelly, as well as other plum-based products, such as plum gummy and plum tea concentrate. In
2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a market
share of 4.9%.
KEY MILESTONES
The following table summarises the ke y development milestones of our Group:
Year Milestones
1999 . Anhui Liuliu was established in Wuhu City, Anhui Province.
2000 . We built the Wuhu Plant in Wuhu City, Anhui Province.
2001 . We registered the ‘‘ 溜溜LIUM’’ trademark and launched our iconic
brand.
2009 . Our Company was founded and we built the Anhui Plant.
. We also established presence in Fujian Province, a green plum
production area in southern China, and built the Zhangpu Plant.
2010 . We continued to expand the Fujian production base and built the
Zhaoan plant.
2013 . We introduced well-known celebrity as product ambassador to enhance
our brand and product awareness.
2014 . We were recognized as the Natio nal Key Leading Enterprise in
Agricultural Industrialization* ( 農業產業化國家重點龍頭企業).
2015 . Our ‘‘溜溜LIUM’’ trademark was recognized as a ‘‘Renowned Chinese
Trademark’’* (中國馳名商標).
. We started introducing strategic institutional investors to optimize the
Company’s capital structure.
2016 . We established Liuliu Research Inst itute and Zhongnongan Testing to
enhance product research and devel opment and testing capabilities.
. We hosted the Plum Industry Development Conference* ( 梅產業發展大
會) at the China National Convention Center in Beijing.
2019 . We launched the plum jelly products.
. We were recognized as a National Green Factory* ( 國家綠色工廠
).
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Year Milestones
2021 . We expanded into Guangxi Zhuang Autonomous Region, a green plum
producing area in southwestern China, and built the Guangxi plant.
. We participated in the drafting of the national standard ‘‘General Rules
for Preserved Fruit Quality’’* ( 《蜜餞質量通則》) and the industry
standard ‘‘Technical Conditions for Plums (Types)’’* ( 話梅（類）技術條
件》).
. ‘‘Liuliu Mei No. 1’’ was granted the new plant variety right certificate.
2022 . We expanded the Anhui production base and built the plum jelly plant.
. Our ‘‘Liuliu Mei No. 2’’ was granted the new plant variety right
certificate.
2023 . We launched the zero-additive pitted prune products.
2024 . We partnered with well-known membership chain store to launch
customized premium plum product.
2025 . We launched electrolyte-infused slushy jelly, pioneering a new plum
jelly product series.
. We introduced ‘‘Fiber Life’’ as a dedicated brand for our prune-based
products.
2026 . We were awarded the 2025 ‘‘China Consumer Premium Brands’’ by the
Ministry of Industry and Information Technology of the PRC.
OUR PRINCIPAL OPERATING SUBSIDIARIES
As of the Latest Practicable Date, we had nine principal operating subsidiaries in the PRC
which were material to our performance during the Track Record Period. The following table sets
out the details of such subsidiaries:
No. Name of subsidiary
Place of
establishment
Date of
establishment
Registered
capital as of
the Latest
Practicable
Date
Equity
holding of
our Company
Principal business
activities
RMB’000
1. Anhui Liuliu PRC April 18, 1999 5,000 100% Manufacture of food
2. Fujian Liuliu PRC May 25, 2009 15,000 100% Processing of agricultural
products
3. Zhaoan Liuliu PRC September 27,
2010
22,000 100% Processing of agricultural
products
4. Fujian LIUM PRC December 17,
2014
10,000 100% Procurement and
preliminary processing
of agricultural
products
5. Anhui LIUM PRC March 11, 2015 10,000 100% Procurement and
preliminary processing
of agricultural
products
6. Liuliu Research
Institute
PRC November 28,
2016
10,000 100% Research and
d e v e l o p m e n to fn e w
products
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No. Name of subsidiary
Place of
establishment
Date of
establishment
Registered
capital as of
the Latest
Practicable
Date
Equity
holding of
our Company
Principal business
activities
RMB’000
7. Liuliu Sales PRC July 2, 2018 10,000 100% Sale of food
8. Liuliu New Retail PRC August 23, 2018 10,000 100% Sale of food
9. Plum Jelly Tech PRC February 24,
2022
50,000 100% Manufacture of food
MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and up to the Latest Practicable Date, we had not conducted
any major acquisitions, disposals or mergers that we consider to be material to us.
CORPORATE DEVELOPMENT
Our Company underwent the following several rounds of change in registered capital and
equity transfers.
Establishment of our Company
The following table sets forth the equity ow nership structure of our Company upon its
establishment in September 2009 :
Name of shareholder
Amount of
registered
capital
subscribed
Percentage
ownership
(RMB) (%)
Mr. Yang 9,000,000 90.00
Ms. Li 1,000,000 10.00
Total 10,000,000 100.00
Increase in the Share Capital in April 2010
In April 2010, the registered capital of our Company was increased from RMB10,000,000 to
RMB30,000,000. The following table sets forth the equity ownership structure of our Company upon
the completion of the increase in share capital:
Name of shareholder
Amount of
registered
capital
subscribed
Percentage
ownership
(RMB) (%)
Mr. Yang 27,000,000 90.00
Ms. Li 3,000,000 10.00
Total 30,000,000 100.00
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Increase in the Share Capital in February 2012
In February 2012, the registered capital of our Company was increased from RMB30,000,000
to RMB60,000,000. The following table sets forth the equity ownership structure of our Company
upon the completion of the increase in share capital:
Name of shareholder
Amount of
registered
capital
subscribed
Percentage
ownership
(RMB) (%)
Mr. Yang 54,000,000 90.00
Ms. Li 6,000,000 10.00
Total 60,000,000 100.00
Equity Transfer in January 2015
In January 2015, Mr. Yang and Ms. Li transferred approximately 45.90% and 5.10% equity
interests in our Company, representing a registered capital of RMB27,540,000 and RMB3,060,000,
to Jurun Investment at assessed value of RMB47,290,402.80 and RMB5,254,489.20, respectively.
Jurun Investment was owned as to 90% by Mr. Yang and 10% by Ms. Li.
The following table sets forth the equity o wnership structure of our Company upon the
completion of the equity transfer:
Name of shareholder
Amount of
registered
capital
subscribed
Percentage
ownership
(RMB) (%)
Jurun Investment 30,600,000 51.00
Mr. Yang 26,460,000 44.10
Ms. Li 2,940,000 4.90
Total 60,000,000 100.00
Equity Transfer in June 2015
In June 2015, Jurun Investment transferred approximately 4.00% equity interests in our
Company, representing a registered capital of RM B2,400,000, to Kailai Star for employee incentive
purpose at a consideration of RMB7,200,000, an d approximately 6.00% equity interests in our
Company, representing a registered capital of RMB3,600,000, to Kaixuan Star as a shareholding
platform for Mr. Yang and his family at a considera tion of RMB10,800,000, respectively. For details
of Kailai Star, please refer to ‘‘Pre-IPO Shar e Incentive Plan’’ in this section below.
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The following table sets forth the equity o wnership structure of our Company upon the
completion of the equity transfers:
Name of shareholder
Amount of
registered
capital
subscribed
Percentage
ownership
(RMB) (%)
Mr. Yang 26,460,000 44.10
Jurun Investment 24,600,000 41.00
Kaixuan Star 3,600,000 6.00
Ms. Li 2,940,000 4.90
Kailai Star 2,400,000 4.00
Total 60,000,000 100.00
Series A Financing in July 2015
On June 25, 2015, our Company, our then Shar eholders and Beijing Sequoia entered into a
capital increase agreement, pursuant to which Beijin g Sequoia subscribed for a registered capital of
RMB10,588,235 (i.e. Series A Shares) at a consideration of RMB135,000,000. The registration of
capital increase was completed on July 13, 2015. The consideration was fully settled on June 30,
2015.
The following table sets forth the equity o wnership structure of our Company upon the
completion of the Series A Financing:
Name of shareholder
Amount of
Registered
Share Capital
Subscribed
Percentage
ownership
(RMB) (%)
Mr. Yang 26,460,000 37.49
Jurun Investment 24,600,000 34.85
Beijing Sequoia 10,588,235 15.00
Kaixuan Star 3,600,000 5.10
Ms. Li 2,940,000 4.17
Kailai Star 2,400,000 3.40
Total 70,588,235 100.00
Conversion into a Joint Stock Limited Company in April 2016
On April 21, 2016, our Company was converted from a limited liability company into a joint
stock limited company. Upon completion of the con version, the registered capital of our Company
became RMB70,588,235 divided into 70,588,235 Shares with a nominal value of RMB1.00 each,
w h i c hw e r es u b s c r i b e db ya l lt h et h e nS h a r e h o l d e r sin proportion to their respective equity interests
in our Company before the conversion.
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Immediately after the conversion into a joint stock company, our Company is held by the
following shareholders who acted as promoters for the purpose of the stock conversion of our
Company. The information of our p romoters is set forth as follows:
Name of shareholder
Number of
Shares
Shareholding
percentage
(%)
Mr. Yang 26,460,000 37.49
Jurun Investment 24,600,000 34.85
Beijing Sequoia 10,588,235 15.00
Kaixuan Star 3,600,000 5.10
Ms. Li 2,940,000 4.17
Kailai Star 2,400,000 3.40
Total 70,588,235 100.00
Series B Financing in December 2016
On October 25, 2016, Mr. Li Qing ( 李青) and our Company entered into a capital increase
agreement pursuant to which Mr. Li Qing subscri bed for 3,715,170 Shares (i.e. Series B Shares),
representing approximately 5.00% of the shareholding of our Company, at a consideration of
RMB102,631,578.95. The consideration was fully settled on October 31, 2016. The registration of the
capital increase was completed on December 6, 2016. Mr. Li Qing is an experienced investor who was
acquainted with our Company through mutual business connection and an Independent Third Party.
The following table sets forth the equity o wnership structure of our Company upon the
completion of the Series B Financing:
Name of shareholder
Number of
Shares
Shareholding
percentage
(%)
Mr. Yang 26,460,000 35.61
Jurun Investment 24,600,000 33.11
Beijing Sequoia 10,588,235 14.25
Mr. Li Qing 3,715,170 5.00
Kaixuan Star 3,600,000 4.85
Ms. Li 2,940,000 3.96
Kailai Star 2,400,000 3.23
Total 74,303,405 100.00
Share Transfer in 2019
On December 22, 2019, Mr. Li Qing and Shenzh en Junrong entered into a share transfer
agreement pursuant to which Mr. Li Qing trans ferred 3,715,170 Shares (i.e. Series B Shares),
representing 5.00% shareholding of our Company, to Shenzhen Junrong at a consideration of
RMB118,500,000. The consideration was fully settled on January 6, 2020.
Series C Financing in 2020
On August 29, 2020, Nuoxiang Jinhong and Mr. Yang entered into a share transfer agreement
pursuant to which Mr. Yang transferred 891,641 Shar es (i.e. Series C1 Shares), representing 1.18%
shareholding of our Company, to Nuoxiang Jinhong at a consideration of RMB28,800,000. The
consideration was fully settled on October 19, 2020.
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On December 15, 2020, our Compan y and Nuoxiang Dongchen entered into a capital increase
agreement pursuant to which Nuoxiang Dongchen subscribed for 1,361,977 Shares (i.e. Series C2
Shares), representing approximately 1.80% of the shareholding of our Company, at a consideration
of RMB43,991,857. The consideration was fully settled on December 29, 2020. The registration of
the capital increase was completed on September 8, 2021.
The following table sets forth the equity o wnership structure of our Company upon the
completion of the share transfer in 2019 and the Series C Financing:
Name of shareholder
Number of
Shares
Shareholding
percentage
(%)
Mr. Yang 25,568,359 33.79
Jurun Investment 24,600,000 32.51
Beijing Sequoia 10,588,235 13.99
Shenzhen Junrong 3,715,170 4.91
Kaixuan Star 3,600,000 4.76
Ms. Li 2,940,000 3.89
Kailai Star 2,400,000 3.17
Nuoxiang Dongchen 1,361,977 1.80
Nuoxiang Jinhong 891,641 1.18
Total 75,665,382 100.00
Capital Reduction in January 2025
On June 25, 2024, our Company and Beijing Sequoia entered into a share purchase agreement
pursuant to which our Company agreed to repurch ase all Shares held by Beijing Sequoia by way of
capital reduction. On September 30, 2024, our then Shareholders resolved to reduce the registered
share capital of our Company by RMB10,588,235. T he registration of the capital reduction was
completed on January 23, 2025, upon which Be ijing Sequoia ceased to be our Shareholder. The
following table sets forth the equity ownership st ructure of our Company upon the completion of the
capital reduction:
Name of shareholder
Number of
Shares
Shareholding
percentage
(%)
Mr. Yang 25,568,359 39.29
Jurun Investment 24,600,000 37.80
Shenzhen Junrong 3,715,170 5.71
Kaixuan Star 3,600,000 5.53
Ms. Li 2,940,000 4.52
Kailai Star 2,400,000 3.69
Nuoxiang Dongchen 1,361,977 2.09
Nuoxiang Jinhong 891,641 1.37
Total 65,077,147 100.00
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Series D Financing in February 2025
On December 8, 2024, our Company, our then Shareholders, Huaan Fund and Xingnong Fund
entered into a capital increase agreement pursuant to which (i) Huaan Fund subscribed for 1,210,646
Shares (i.e. Series D1 Shares), representing a pproximately 1.80% of the shareholding of our
Company, at a consideration of RMB40,000,000; and (ii) Xingnong Fund subscribed for 1,059,315
Shares (i.e. Series D2 Shares), representing a pproximately 1.57% of the shareholding of our
Company at a consideration of RMB35,000,000. Th e respective consideration was fully settled by
Huaan Fund on December 26, 2024 and by Xingnong Fund on January 3, 2025.
The following table sets forth the equity o wnership structure of our Company upon the
completion of the Series D Financing:
Name of shareholder
Number of
Shares
Shareholding
percentage
(%)
Mr. Yang 25,568,359 37.97
Jurun Investment 24,600,000 36.53
Shenzhen Junrong 3,715,170 5.52
Kaixuan Star 3,600,000 5.35
Ms. Li 2,940,000 4.37
Kailai Star 2,400,000 3.56
Nuoxiang Dongchen 1,361,977 2.02
Huaan Fund 1,210,646 1.80
Xingnong Fund 1,059,315 1.57
Nuoxiang Jinhong 891,641 1.32
Total 67,347,108 100.00
PREVIOUS APPLICATION FOR LISTING ON THE SHENZHEN STOCK EXCHANGE
Our Company submitted an application for listing of our Shares on the ChiNext Board of the
Shenzhen Stock Exchange on June 17, 2019 (the ‘‘ A-Share Listing Application ’’). At that time, in
response to the slowing pace of sales growth, we initiated a strategic upgrade of our brand, shifting
from general snack consumption to positioning green plum products as a mainstream food category.
The strategy aimed to differentiate green plums by highlighting their natural health benefits and to
open up broader market opportunities by appealing to everyday consumption scenarios, thereby
strengthening consume r purchase motivation.
Since 2013, we had promoted our products through celebrity endorsements, which initially
enhanced brand awareness. However, by 2017, sales growth began to slow. In 2019, we engaged a
branding consultancy with experience advising leading domestic consumer product brands, to
support a comprehensive brand repositioning. Ba sed on market research, we strengthened messaging
around the health value of green plums and launche d extensive nationwide marketing campaigns in
major cities, including Hefei, Chengdu, Zhengzh ou, Wuhan, Xi’an, Hangzhou and other cities. This
repositioning involved significant marketing a nd promotional expenditures. Moreover, we also
discontinued non-core dried fruit products, streamlined our distrib utor network, and focused on key
distributors aligned with our new strategic direction of green plum products. While these measures
enhanced brand focus and operational efficiency , they also led to a short-term decline in revenue
during the transition period.
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The strategic upgrade led to a temporary dec line in revenue and a significant increase in
marketing and promotional expenditure, therefore our net profit was expected to decrease
substantially and fail to meet the substantive financial requirements for an A-share listing
application. Accordingl y, following discussions with the then sponsor, we voluntarily withdrew the
A-Share Listing Application on December 8, 2019. As confirmed by the Directors, no response had
been prepared or submitted in respect of the comments raised by the CSRC regarding the A-Share
Listing Application. The application remained v alid and had not been returned or rejected by the
CSRC prior to our withdrawal. During the process of the A-Share Listing Application, save for the
reason as disclosed above, we did not encounter an y material difficulties or legal impediments which
led us to withdraw the A-Share Listing Application.
To the best of our Directors’ knowledge, our Dir ectors are not aware of any matters relating to
the A-Share Listing Application, including enquiries from the CSRC, that may pose a material
adverse implication on the Listing or would affect our Company’s suitability for listing on the Stock
Exchange, which should be brought to the attention of the Stock Exchange. As confirmed by our
Directors, there were no key outstanding comment s from the CSRC remained unresolved, and all
information that is relevant to the Listing and reas onably necessary for potential investors to form
an informed assessment of our Co mpany has been disclosed in this prospectus. There were no
disagreements between our Company and any of the professional parties involved in the A-Share
Listing Application. Based on the due diligence work conducted by the Joint Sponsors, the Joint
Sponsors did not identify any material facts that would reasonably cause them to cast doubt on the
view of the Directors mentioned above.
PRE-IPO INVESTMENTS
Our Company engaged in four rounds of Pre-IPO Investments from 2015 to 2025, details of
which are set out below:
Round of
Pre-IPO
Investment
Name of Pre-IPO
Investors
Date of
Agreement
Date of Settlement
of Consideration
Amount of
Registered
Capital
Subscribed
for Consideration
Cost Per
Share
Discount
to the Offer
Price
(4)
Shareholding
in the Company
upon Listing
assuming the
Over-allotment
Option is not
exercised
(RMB) (RMB) (RMB)
Series A Beijing Sequoia (1), (2) June 25, 2015 June 30, 2015 10,588,235 135,000,000 12.75 66.43% N/A
Series B Mr. Li Qing (1), (3) October 25,
2016
October 31, 2016 3,715,170 102,631,579 27.63 27.27% N/A
Shenzhen Junrong January 6, 2020 January 6, 2020 3,715,170 118,500,000 31.90 16.02% 4.71%
Series C1 Nuoxiang Jinhong August 29, 2020 Octobe r 19, 2020 891,641 28,800,000 32.30 14.96% 1.13%
Series C2 Nuoxiang Dongchen December 15,
2020
December 29,
2020
1,361,977 43,991,857 32.30 14.96% 1.73%
Series D1 Huaan Fund December 8,
2024
December 26,
2024
1,210,646 40,000,000 33.04 13.01% 1.54%
Series D2 Xingnong Fund December 8,
2024
January 3, 2025 1,059,315 35,000,000 33.04 13.01% 1.34%
Notes:
(1) As of the Latest Practica ble Date, such investors had ceased to be our Shareholders.
(2) Beijing Sequoia is a private equity fund establis hed in June 2012 and invested in our Company in June 2015.
Pursuant to the capital increase agre ement, Beijing Sequoia had the right t o request our Compa ny to repurchase
the Shares held by it if our Company had not submitted a listing application by June 2020. In view of its
continued confidence in our Company’s development prospects, Beijing Sequoia agreed to extend the repurchase
timeline to December 2023. However, as Beijing Sequoi a’s underlying fund is approaching the end of its term in
September 2025, Beijing Sequoia will no longer be able to further extend its investment in our Company.
Accordingly, as discussed with Beijin g Sequoia, our Company r epurchased all Shares held by Beijing Sequoia in
January 2025 pursuant to the aforesaid repurchase mechanism.
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(3) Mr. Li Qing is a private equity investor with a focus on the consumer and food-related sectors. He has invested in
a number of food companies, including Tianye Innovation Corporation* ( 田野創新股份有限公司) (NEEQ:
832023). Mr. Li became a Shareholder of our Company in 2016, having identified our Company as a leading
player in the green plum product segment, with plans to pu rsue an initial public offering that year. Following our
Company’s decision to withdraw listing application f rom the Shenzhen Stock Exchange in December 2019, Mr.
Li reassessed his investment in light of his typical investment strategy, which focused on companies actively
pursuing capital market listings. As a result, he sol d all of the equity interest in our Company to Shenzhen
Junrong in December 2019.
(4) Based on an Offer Price of H K $ 4 3 . 5 8p e rO f f e rS h a r e .
Basis of consideration
The consideration of each round of Pre-IPO Investments were determined based on arm’s
length negotiation with our respective Pre-IPO Investors and our Group and/or the then
Shareholders. Key factors considered included t he timing of the investments, our valuation at the
time the investment agreement was entered into, th e status of our business operations, financial
performance of our Group, and the prospect of our business.
In general, the valuations were assessed w ith reference to a price-to-earnings (‘‘ P/E’’) multiple
based on our Group’s net profits for the most recent financial year prior to each investment and
taking into account the Pre-IPO Investors’ then assessment of the Group’ s historical financial
performance and expectation on the Group’s future business prospects. The P/E multiples adopted
in these investments were broadly in line with P /E multiples of various snack or food companies
listed in Hong Kong or the PRC at the relevant time. The final consideration was negotiated either
between our Company and the Pre-IPO investors (in the case of equity subscriptions) or among the
relevant Shareholders (in the case of share transfers).
Use of Proceeds from the Pre-IPO Investments
As of the Latest Practicable Date, the net proc eeds from the Pre-IPO Investments (other than
the transfers of Shares between our Shareholders where our Group did not receive any proceed) has
been fully utilized for our general ope ration and business development.
Strategic benefits of the Pre-IPO Investments
Our Company was of the view that we could benefit from the insight for industry, the
knowledge and experience of the Pre-IPO Investors and the additional funds provided by them. We
obtained capital for development and expansion of our business. Moreover, their investments
showed their confidence in our Group’s operati ons and served as an endorsement of our Group’s
performance and prospects.
Lock-up Period
Pursuant to the applicable PRC laws, within th e 12 months following the Listing Date, all
existing Shareholders (including our Pre-IPO Investors) shall not dispose of any of the Shares held
by them.
Special Rights of Our Pre-IPO Investors
The Pre-IPO Investors were granted certain spec ial rights, including, without limitation, the
right to require redemption of the Sha res by the Company or Mr. Yang (the ‘‘ Redemption Rights ’’),
as well as information rights, the right to appoint Directors or Supervisors, rights of first refusal,
drag-along rights, pre-emptive rights, and mos t-favored-nation rights (collectively, the
‘‘Non-Redemption Special Rights ’’, and together with the Redemption Rights, the ‘‘ Special
Rights ’’). In respect of the Redemption Rights, (i) Shenzhen Junrong (holder of Series B Shares)
was entitled to request redemption from the Compa ny or shareholders including Mr. Yang, Ms. Li,
Jurun Investment, Kaixuan Star and Kailai Star (or their designed third party) if a qualified listing
had not been consummated by 30 December 2025; (ii) each of Nuoxiang Jinhong (holder of Series C1
Shares) and Nuoxiang Dongchen (holder of Series C2 Shares) was entitled to request redemption
from the Company or Mr. Yang if a qualified listing had not been consummated by 30 June 2025;
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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and (iii) each of Huaan Fund (holder of Series D1 Sh ares) and Xingnong Fund (holder of Series D2
Shares) was entitled to request redemption fro m the Company, Mr. Yang, or Ms. Li if a qualified
listing had not been consummated by 31 December 2025.
In June 2024, with respect to Series B Shares, Series C1 Shares and Series C2 Shares, the
Company, Mr. Yang and Ms. Li entered into a supplemental agreement (the ‘‘ 2024 Supplemental
Agreement ’’) with Shenzhen Junrong, Nuoxiang Jinhong and Nuoxiang Dongchen, pursuant to
which the Redemption Rights granted to the afores aid three investors and borne by the Company, as
well as the Non-Redemption Special Rights, were ir revocably terminated with effect from the date of
execution of the supplemental agreement. In March 2025, with respect to Series D1 Shares and Series
D2 Shares, a supplemental agreement (the ‘‘ 2025 Supplemental Agreement ’ ’ )w a se n t e r e di n t ow i t h
Huaan Fund and Xingnong Fund, pursuant to which the Redemption Rights granted to such two
investors and borne by the Company, as well as the Non-Redemption Special Rights, were
irrevocably terminated with effect from the day immediately prior to the first filing date of the
Company’s listing application. The Redempt ion Rights borne by the Company, as terminated
pursuant to the above supplemental agreements, shall not be reinstated under any circumstances.
However, (i) in respect of Shenzhen Junrong, Nuoxiang Jinhong and Nuoxiang Dongchen,
pursuant to the supplemental agreement entered in to in April 2026 amending the 2024 Supplemental
Agreement, in the event that our Company fails to achieve a listing on any domestic or overseas
stock exchange by 30 June 2026 (including cases where the Company withdraws the listing
application, the application is ter minated, rejected, not registered, or not approved by the competent
authorities, or where the application receives forma l listing approval but the listing and offering are
not ultimately completed), and (ii) in respect of Huaan Fund and Xingnong Fund, pursuant to the
2025 Supplemental Agreement, in the event that our Company fails to achieve a listing on any
domestic or overseas stock exchange (including the circumstances described above), the Redemption
Rights borne by Mr. Yang, Ms. Li, Jurun Invest ment, Kaixuan Star and Kailai Star (or their
designed third party) (as the case may be but excluding the Company), shall be reinstated. No
Special Rights will survive after the Listing.
As confirmed by our Directors, our Company is not a party to, and does not guarantee or bear
any obligation in respect of, the Redemption Rights borne solely by Mr. Yang, Ms. Li, Jurun
Investment, Kaixuan Star and Kailai Star or any third party designated by them. Our Company
further confirms that there are no side agreements or arrangements relating to such Redemption
Rights or other special rights. See Note 33 to the Acc ountants’ Report to this prospectus for further
details.
Information regarding our Pre-IPO Investors
Shenzhen Junrong
Shenzhen Junrong was established as a limited partnership on September 8, 2015 under the
PRC laws. As of the Latest Practicable Date, She nzhen Junrong was owned as to approximately (i)
84.03% by Ms. Fan Wenhua ( 樊文花), who is a limited partner; (ii) 3.05% by Mr. Xu Lianzheng ( 徐
連政), who is our non-executive Director and a limit ed partner of Shenzhen Junrong; and (iii)
12.92% by three general partners, namely Sun Baoquan ( 孫寶全), Yao Rongjun ( 姚榮君)a n dX i e
Weishan ( 謝衛山), and one limited partner, namely Nan Liu ( 南流), with their respective interest in
Shenzhen Junrong ranging from 0.10% to 8.40% . To the best knowledge of our Directors, save as
Mr. Xu Lianzheng, each of the general partners a nd the limited partners of Shenzhen Junrong are
Independent Third Parties.
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Nuoxiang Jinhong and Nuoxiang Dongchen
Nuoxiang Jinhong was established as a limited partnership on May 25, 2020 under the PRC
laws. As of the Latest Practicable Date, Nuoxia ng Jinhong was owned as to approximately (i)
41.27% by Guiyang Zhongtian Ji achuang Investment Co., Ltd. ( 貴陽中天佳創投資有限公司)
(‘‘Guiyang Zhongtian ’’) as limited partner; (ii) 3.17% by its general partner Shanghai Nuoxiang
Wealth Asset Management Co., Ltd.* ( 上海諾享財富資產管理有限公司)( ‘ ‘Shanghai Nuoxiang ’’); and
(iii) 55.56% by other seven limited partners, namely Gong Shaoxiang ( 龔少祥), Luo Xiaogui ( 羅小
桂), Li Yi ( 李意), Jiang Xiange ( 蔣香娥), Lin Xiaoqi ( 林驍騎), Zhang Quansheng ( 張全生), and Deng
Shailiang ( 鄧曬良), with their respective interest in N uoxiang Jinhong ranging from 3.17% to
15.87%. Guiyang Zhongtian is indirectly controlled by Zhongtian Financial Group Company
Limited* ( 中天金融集團股份有限公司), which was delisted from the Shenzhen Stock Exchange on
June 30, 2023 and is ultimately controlled by Mr. Luo Yuping ( 羅玉平). Shanghai Nuoxiang was
o w n e da st o( i )2 0 %b yM r .H uX i a n g(胡翔), who is our Supervisor; (ii) 40% by Mr. Hu Xiaozhao
(胡小舟), who is Mr. Hu Xiang’s father; and (iii) 40% by four other individuals, namely Yang Lin
(楊林), Luo Xiaogui ( 羅小桂), Gong Shaoxiang ( 龔少祥) ,a n dW uW e n h a i( 鄔文海). To the best
knowledge of our Directors, each of the general partner and the limited partners of Nuoxiang
Jinhong are Independent Third Parties.
Nuoxiang Dongchen was estab lished as a limited partnership on October 13, 2020 under the
PRC laws. As of the Latest Practicable Date, Nuoxiang Dongchen was owned as to (i) 38.26% by
Nanjing Hongzhuo Venture Capital P artnership (Limited Partnership) ( 南京弘卓創業投資合夥企業
（有限合夥）)( ‘ ‘Nanjing Hongzhuo ’’) as limited partner; (ii) 2.12% by its general partner Shanghai
Nuoxiang; (iii) 18.91% by Yang zhou Hongchuang Equity Investment Partnership (Limited
Partnership) ( 揚州弘創股權投資合夥企業（有限合夥）)( ‘ ‘ Yangzhou Hongchuang ’’) as limited
partner; and (iv) 40.71% by four other limited partners, namely Luo Xiaogui ( 羅小桂), Yang Ling
(楊林), Chen Cheng ( 陳程), and Hunan Lianzhen Supply Chain Co., Ltd.* ( 湖南聯振供應鏈有限公
司)( ‘ ‘Hunan Lianzhen ’’) with their respective interest in Nu oxiang Dongchen ranging from 6.35% to
13.19%. Nanjing Hongzhuo and Yangzhou Hongchuang share the same general partner, Shanghai
Hongzhang Investment Management Co., Ltd. ( 上海弘章投
資管理有限公司), which is owned 99%
by Weng Yinuo ( 翁怡諾) and 1% by Miao Lihua ( 繆麗華). Hunan Lianzhen, which owned 6.35%
partnership interest in Nuoxiang Dong chen, was owned as to 64% by Zhang Xia ( 張霞)a n d3 6 %b y
Chen Qi ( 陳琦). To the best knowledge of our Directors, each of the general partner and the limited
partners of Nuoxiang Dongchen are Independent Third Parties.
Huaan Fund
Huaan Fund was established as a limited partne rship on July 29, 2023 under the PRC laws. As
of the Latest Practicable Date, Huaan Fund was owned as to (i) 25% by Wuhu Fanchang Chungu
Industrial Investment Fund Co.* ( 蕪湖市繁昌春穀產業投資基金有限公司)( ‘ ‘Fanchang Chungu ’’) as
limited partner, which is ultimately owned by Wuh u Fanchang District Finance Bureau (Wuhu
Fanchang District Government State-owned Asse ts Supervision and Administration Commission)*
(蕪湖市繁昌區財政局（蕪湖市繁昌區政府國有資產監督管理委員會）)( ‘ ‘ Wuhu Fanchang District
Finance Bureau ’’); (ii) 25% by Anhui Carbon Neutral Fund Co.* ( 安徽省碳中和基金有限公司
)a s
limited partner, which is ultimately owned b y the State-owned Assets Supervision and
Administration Commission of Anhui Provincial People’s Government* ( 安徽省人民政府國有資產
監督管理委員會); (iii) 20% by Wuhu Industrial Investment Fund Co.* ( 蕪湖產業投資基金有限公司)
as limited partner, which is ultimately controlle d by the State-owned Assets Supervision and
Administration Commission of Wuhu Municipal People’s Government* ( 蕪湖市人民政府國有資產監
督管理委員會); (iv) 20% by Huaan Jiaye Investment Management Co.* ( 華安嘉業投資管理有限公司)
(‘‘Huaan Jiaye ’’) as general partner; and (v) 10% by Anhui Jingrui Advanced Manufacturing
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Industry Investment Fund Partnership (Limited Partnership)* ( 安徽晶瑞先進製造產業投資基金合夥
企業（有限合夥）)( ‘ ‘Anhui Jingrui ’’) as limited partner. Huaan Jiaye is wholly-owned by Huaan
Securities Co., Ltd.* ( 華安證券股份有限公司), which is a company listed on Shanghai Stock
Exchange (stock code: 600909). Anhui Jingrui wa s owned as to 50% by Wuhu Yinhu Industrial Co.,
Ltd.* ( 蕪湖銀湖實業有限公司) as general partner, which is ultimately owned by Wuhu Economic and
Technological Development Zone Management Committee* ( 蕪湖經濟技術開發區管理委員會), and
three limited partners, namely Anhui Railway Development Fund Co., Ltd.* ( 安徽省鐵路發展基金股
份有限公司), Wuhu Chery Technology Co., Ltd.* ( 蕪湖奇瑞科技有限公司), and Wuhu Zhong’an
Jingrui Advanced Manufacturing Industry Investment Management Partnership (Limited
Partnership)* ( 蕪湖中安晶睿先進製造產業投資管理合夥企業（有限合夥）) with their respective
interest in Anhui Jingrui ranging from 1.00% to 29.7%. To the best knowledge of our Directors,
each of Huaan Fund, Huaan Jiaye, Anhui Jingrui and the other two limited partners are
Independent Third Parties.
Xingnong Fund
Xingnong Fund was established as a compan y with limited liability on December 21, 2021
under the PRC laws. As of the Latest Practicable Date, Xingnong Fund was indirectly wholly-owned
by Wuhu Fanchang District Finance Bureau. To the best knowledge of our Directors, Xingnong
Fund and its ultimate beneficial owner are Independent Third Parties.
PRC Legal Advisor’s Confirmation
As advised by our PRC Legal Advisor, our Compan y has obtained all necessary approvals from
competent authorities or made all necessary regist ration or filings with the relevant local branch of
the State Administration for Market Regulation ( 國家市場監督管理總局) in respect of the Pre-IPO
Investments in material aspects set out above.
Compliance with Pre-IPO Investment Guidance
The Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter 4.2
of the Guide for New Listing Applicants published by the Stock Exchange, on the basis that (i) the
consideration for the Pre-IPO Investments was se ttled more than 28 clear days before the first filing
of the listing application by our Company with t he Stock Exchange, and (ii) no special rights will
survive the Listing.
PUBLIC FLOAT
Out of the 67,347,108 H Shares to be converted from Domestic Shares and listed on the Stock
Exchange following the Global Offering:
(i) 8,238,749 H Shares, representing approximately 10.45% of the total issued share capital
of our Company immediately after the Global O ffering (assuming that the Over-allotment
Option is not exercised), which will be held by Shenzhen Junrong, Nuoxiang Dongchen,
Nuoxiang Jinhong, Huaan Fund and Xingnong Fund, will be counted towards the public
float; and
(ii) 59,108,359 H Shares, representing approximately 75.00% of the total issued share capital
of our Company immediately after the Global O ffering (assuming that the Over-allotment
Option is not exercised), which will be held by Mr. Yang, Ms. Li, Jurun Investment,
Kaixuan Star and Kailai Star, who/which are core connected persons of our Company,
will not be counted towards the public float.
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Based on an Offer Price of HK$43.58 per Offer Sha re, immediately following the conversion of
the Domestic Shares into H Shares and completion of the Global Offering, and assuming the
Over-allotment Option is not exercised, the expec ted market capitalization of the H Shares at the
time of Listing will be approximately HK$3.44 billio n. To the best knowledge of our Directors, save
as disclosed above, upon completion of the Global Offering and Conversion of the Domestic Shares
into H Shares, 19,702,849 H Shares held or contr olled by our Shareholders who are not our core
connected persons, representing approximately 25.00% of the total issued H Shares will be counted
towards the public float. Therefore, the Company will be able to meet the public float requirement
under Rule 19A.13A of the Listing Rules.
FREE FLOAT
Based on an Offer Price of HK$43.58 per Offer Share, it is expected that 8,077,000 H Shares
will not be subject to any disposal re strictions (whether under contrac t, the Listing Rules, applicable
laws or otherwise), representing approximately 10.25% of our total issued share capital upon Listing
(assuming that the Over-allotment Option is n ot exercised) and a market capitalization of
approximately HK$352.0 million. Therefore, our Com pany will be able to satisfy the free float
requirement under Rule 19A.13C(1)(a) of the Listing Rules.
PRE-IPO SHARE INCENTIVE PLAN
In recognition of the contributions of our empl oyees and to incentivize them to further promote
our development, Kailai Star, Liuliu Star, L iuliu LIUM, Liuliu Orchard and Liuliu Ren were
established as our employee shareholding platforms in the PRC. As of the Latest Practicable Date,
Kailai Star held approximately 3.56% sharehold ing in our Company. Kailai Star was held as to
approximately 1.00% by Mr. Yang as general pa rtner, and other limited partners including
approximately 44.83% by 35 employees (which includes our executive Directors, namely, Mr. Mei
Huixiang, Mr. Ning Pengfei and Ms. Hu Yan, and o ur Supervisor, namely, Ms. Zhang Wenxia),
approximately 41.67% by Liuliu Star and approx imately 12.50% by Liuliu LIUM. Liuliu Star was
held as to approximately 14.90% by Mr. Yang as general partner, and other limited partners
including approximately 34. 10% by 31 employees, approximately 36.00% by Liuliu Orchard and
approximately 15.00% by Liuliu Ren. Liuliu LIUM was held as to approximately 24.67% by Mr.
Yang as general partner and approximately 75. 33% by 37 employees as limited partners. Liuliu
Orchard was held as to approximately 23.33% by Mr. Yang as general partner and approximately
76.67% by 42 employees as limited partners. Liuliu Ren was held as to approximately 12.67% by Mr.
Yang as general partner and approximately 87. 33% by 49 employees as limited partners. Each of
Kailai Star, Liuliu Star, Liuliu LIUM, Liuliu Orch a r da n dL i u l i uR e ni sa nP r e - I P OS h a r eI n c e n t i v e
Platform of our Company. Pursuant to the partnership agreements of Kailai Star, Liuliu Star, Liuliu
LIUM, Liuliu Orchard and Liuliu Ren, Mr. Yang, being the general partner, can independently
exercise the direct or indirect voting rights attached to the Shares owned by each of Kailai Star,
Liuliu Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren.
A l la w a r d sg r a n t e dh a db e e nv e s t e da n da l lp a r t nership interests in Kailai Star, Liuliu Star,
Liuliu LIUM, Liuliu Orchard and Liuliu Ren hav e been subscribed by and fully paid up by the
grantees, and the relevant registration had been co mpleted. As of the Latest Practicable Date, there
were no outstanding options or awards under the Pre-IPO Share Incentive Plan, and no such options
or awards will be outstanding upon Listing. The Pre-IPO Share Incentive Plan will not cause any
dilution of the shareholding of our Shareholders after the Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Set out below the details of the partnership interests in the Pre-IPO Share Incentive Platforms
and/ or list of the grantees under the Pre-IPO Share Incentive Plan that are granted with the awards:
Percentage of Capital Contribution in Pre-IPO Share Incentive Platforms
As of the Latest Practicable
Date and Immediately Prior
to the Global Offering
Name of grantee Kailai Star Liuliu Star Liuliu LIUM
Liuliu
Orchard Liuliu Ren
Approximate
number of
Shares
corresponding
to the awards
held by the
grantee (Note)
Approximate
shareholding
percentage
corresponding
to the awards
held by the
grantee in the
total number
of Shares in
issue
Directors
Mr. Yang 1.00% 14.90% 24.67% 23.33% 12.67% 350,000 0.52%
Mr. Mei Huixiang 8.33% – – – – 199,998 0.30%
Mr. Ning Pengfei 6.25% – – – – 150,000 0.22%
Ms. Hu Yan 2.08% – – – – 49,998 0.07%
Supervisors of the Company
Ms. Zhang Wenxia 1.25% – – – – 30,000 0.04%
Senior management of the Company (other than the Directors)
Mr. Zhang Shuai – 10.00% – – – 100,000 0.15%
Other grantees being employees
of our Group 25.88% 18.50% 75.33% 76.67% 87.33% 1,520,004 2.25%
Note: For illustrating the indirect inter ests of grantee in our Company, the number of Shares are presented and
calculated by multiplying their resp ective percentage of limited partnersh ip interests by the total number of
Shares held by the Pre-IPO Share Incentive Platforms.
See ‘‘Appendix VI — Statutory and General Information — D. Pre-IPO Share Incentive Plan’’
for further details of the principal term s of the Pre-IPO Share Incentive Plan.
As of the date of this prospectus, there was no share or loan capital of our Company is under
option or is agreed conditionally or unconditionally to be put under option.
RELATED PARTY TRANSACTIONS
For details about our related par ty transactions during the Track R ecord Period, see ‘‘Financial
Information — Material Related Party Transact ions’’ and Note 33 to the Accountants’ Report in
Appendix I to this prospectus. We enter into transa ctions with our related parties from time to time.
Our Directors are of the view that each of the related party transactions set out in Note 33 to the
Accountants’ Report in Appendix I to this prospectus was conducted in the ordinary course of
business on an arm’s length basis and on normal commercial terms between the relevant parties. Our
Directors are also of the view that our related par ty transactions during the Track Record Period
would not distort our track record results or cause o ur historical results to become non-reflective of
our future performance.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE
The following chart sets forth ou r corporate structure immediately prior to the Global Offering:
100% 100% 100% 100% 100% 100% 100%
100%
100% 100% 100% 100% 100% 100% 100%
Our Company
Zhongnongan
Testing
37.97% 36.53% 5.52% 5.35% 4.37% 3.56% 2.02% 1.80% 1.57% 1.32%
Nuoxiang Dongchen Huaan Fund Xingnong Fund Nuoxiang JinhongMr. Yang(1) Jurun Investment(1)(2) Shenzhen Junrong Kaixuan Star(1)(3) Ms. Li(1)(4) Kailai Star(1)(5)
Liuliu
Research Institute Anhui Green Plum
Liuliu Sales
Liuliu New Retail Guangxi Liuliu Guangxi LIUM Plum Jelly Tech Anhui PlumAnhui Liuliu Zhaoan LiuliuFujian Liuliu Fujian LIUM Anhui LIUM Fujian Green Plum
100%
Zhangzhou Nida
Notes:
1. Mr. Yang is deemed to be interested in the Shares held by Ms. Li, who is Mr. Yan g’s spouse, Jurun Investment, Kaixuan Star and Kailai Star. See ‘‘Substa ntial
Shareholders’’.
2. As of the Latest Practicable Date, Jurun Investment was held as to 90% and 10% by Mr. Yang and Ms. Li, respectively.
3. Kaixuan Star is owned as to approximately 1.39% by Mr. Yang, approximatel y 5.56% by Ms. Li, approximately 84.72% in aggregate by Mr. Yang’s family me mbers
(with no individual family member holding 30% or more), and approximately 8 .33% by Independent Third Parties, and Mr. Yang was the general partner of K aixuan
Star.
4. Ms. Li is Mr. Yang’s spouse, and therefore is deemed to be intereste d in the Shares held by Mr. Yang. Se e ‘‘Substantial Shareholders’’.
5. Kailai Star is our Pre-IPO Share Incentive Platform controlled by the general partner, Mr. Yang, in accordance with the Pre-IPO Share Incentive Pla n. See ‘‘— Pre-IPO
Share Incentive Plan’’ for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The following chart sets forth our corporate st ructure immediately after the completion of the Global Offering, without taking into account
any H Share which may be issued upon the exercise of the Over-allotment Option:
100%
Zhangzhou Nida
100% 100% 100% 100% 100% 100% 100%
100%
100% 100% 100% 100% 100% 100% 100%
Our Company
Zhongnongan
Testing
32.44% 31.21% 4.71% 4.57% 3.73% 3.05% 1.73% 1.54% 1.34% 1.13%
Nuoxiang
Dongchen(6) Huaan Fund(6) Xingnong Fund(6) Nuoxiang Jinhong(6)
14.55%
Other public
shareholders(6)(7)Mr. Yang(1) Jurun Investment(1)(2) Shenzhen Junrong(6) Kaixuan Star(1)(3) Ms. Li(1)(4) Kailai Star(1)(5)
Liuliu
Research Institute Anhui Green Plum
Liuliu Sales
Liuliu New Retail Guangxi Liuliu Guangxi LIUM Plum Jelly Tech Anhui PlumAnhui Liuliu Zhaoan LiuliuFujian Liuliu Fujian LIUM Anhui LIUM Fujian Green Plum
Notes:
1. Mr. Yang is deemed to be interested in the Shares held by Ms. Li, who is Mr. Yan g’s spouse, Jurun Investment, Kaixuan Star and Kailai Star. See ‘‘Substa ntial
Shareholders’’.
2. As of the Latest Practicable Date, Jurun Investment was held as to 90% and 10% by Mr. Yang and Ms. Li, respectively.
3. Kaixuan Star is owned as to approximately 1.39% by Mr. Yang, approximatel y 5.56% by Ms. Li, approximately 84.72% in aggregate by Mr. Yang’s family me mbers
(with no individual family member holding 30% or more), and approximately 8 .33% by Independent Third Parties, and Mr. Yang was the general partner of K aixuan
Star.
4. Ms. Li is Mr. Yang’s spouse, and therefore is deemed to be intereste d in the Shares held by Mr. Yang. Se e ‘‘Substantial Shareholders’’.
5. Kailai Star is our Pre-IPO Share Incentive Platform controlled by the general partner, Mr. Yang, in accordance with the Pre-IPO Share Incentive Pla n. See ‘‘— Pre-IPO
Share Incentive Plan’’ for details.
6. Such Shares will be counted towards the public float for the purpose of Rule 19A.13A of the Listing Rules upon the Listing.
7. Such Shares will be counted towards the free float for the pur p o s eo fR u l e1 9 A . 1 3 C ( 1 )o ft h eL isting Rules upon the Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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WHO WE ARE
We are a fruit snack company focusing on the plum-based products. We also aspire to promote
plum culture and to introduce snacking options with natural ingredients. Guided by our
plum-centric product development strategy, we ha ve built a diverse plum-based products portfolio
ranging from classic products crafted with traditi onal techniques to products fused with complex
flavors. Since the launch of our iconic brand Liuliumei (‘‘ 溜溜梅’’) in 2001, we have been dedicated to
developing high-quality plum-based products and unlocking the culinary potential of sour flavors
within plums.
In 2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a
market share of 4.9%, according t o Frost & Sullivan. Since its launch in 2019, our plum jelly rapidly
captured consumer bases, leveraging its natural and refreshing taste. As a result, according to Frost
& Sullivan, in 2024, we ranked sixth in China’s j elly industry in terms of retail sales value,
representing a market share of 2.9%.
Our brand is synonymous with plum-based products, owing to our decades-long foothold in the
industry. Plum-based products, due to their di gestion-aiding components, organic acids and
antioxidant substances, align with the modern consumers’ pursuit of functional snack options.
Chinese consumers are increasingly prioritiz ing food safety and natural ingredients, while
demonstrating a stronger willingness to pay a premiu m for snacks made with natural ingredients,
generating market opportunities for plum-based products that are rich in vitamins, organic acids and
polyphenols.
Drawing on the Chinese phrase, ‘‘suan liu liu’’ (‘‘ 酸溜溜’’), which stands for mouthwatering
sourness, our Liuliumei brand can be instantly associated with the sour flavor sensation. We have
leveraged our decades-long industry expertise and deep market insights to establish the plum-centric
product development strategy, which explores diverse plum-based products and different
combinations of plum’s sour flavor and other ta ste profiles. Pursuing this strategy, we have
presented three major product categories: dried pl um snacks, prune-based products and plum jelly,
as well as other plum-based products, su ch as plum gummy and plum tea concentrate.
To ensure raw material quality control and strengthen our bargaining power with upstream
suppliers, we procure plums from all major sourci ng regions in China and provide technical guidance
to farmers on seedling and orchard management, while sourcing prunes directly from premium farms
in Chile and France for high-quality supplies at com petitive prices. We have established production
bases in Anhui, Fujian and Guangxi to maintain food safety and finished product quality by
minimising the time between harves t and preliminary processing.
Our multi-faceted sales network integrates o nline self-operated stores, supermarkets,
membership stores, snack stores and a distributorship network, encompassing both online and
offline scenarios. We have effectively capitalized on the growth opportunities brought by emerging
retail channels, such as snack stores and membership stores. By offering products in differentiated
packaging tailored to each channel’s target cust omer base, we effectively promote our product
portfolio. Leveraging our compre hensive distribution network, w e have successfully amplified our
shelf presence across cities of different tiers. We also operate online flagship stores and engage with
other online platforms, such as e-commerce and live commerce, to expand our market reach.
Drawing on our products and marketing campaigns, we have established our brand has enjoyed
nationwide popularity across consumers of different demographics. Committed to promoting the
plum culture, we have implemented culture-driv en marketing campaigns that highlight the rich
cultural and historical roots of plum-based produc ts. We also carefully select celebrities and KOLs
who seamlessly align with our brand image to appeal t oy o u n g e rc o n s u m e r sa n dt oe x t e n do u rb r a n d
influences. Our brand was honored as one of the Top Ten Innovative Brands in China’s Food
Industry in 2016. Meanwhile, our products have received multiple awards, with our plum jelly
products winning the Gold Award at the National Competition for Special Tourism Products in
2021 and the Superior Taste Award 1-Star Medal b y the International Taste Institute in 2023.
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During the Track Record Period, we achieved strong growth. In 2023, 2024 and 2025, our total
revenue amounted to RMB1, 322.0 million, RMB1,616.0 million and RMB1,710.7 million,
respectively. We also effectively managed our co sts and enjoyed benefit from economies of scale,
recording net profit of RMB99.2 million, RMB 147.7 million and RMB182.1 m illion in 2023, 2024
and 2025, respectively.
OUR STRENGTHS
Market leadership in fruit snacks industry.
We lead in China’s fruit snacks industry. Acco rding to Frost & Sullivan, in 2024, we ranked
first in China’s fruit snacks industry in terms of ret ail sales, with a market share of 4.9%. Meanwhile,
our plum jelly had rapidly gained widespread mark et acceptance. According to Frost & Sullivan, the
market size of fruit snacks industry by retai l sales value was RMB52.0 billion in 2024, and is
expected to reach RMB78.0 billion in 2029, at a CAGR of 8.6% from 2025. Through our market
leadership and diversified product offerings, we are well-positioned to seize emerging market
opportunities, extend our reach to new segments of snack industry.
Since the launch in 2001, our brand has become synonymous with plum-based products. Our
signature dried plum snacks that are crafted wit h traditional techniques, such as Snow Plum and
Refreshing Plum, enjoy enduring popularity and w idespread acceptance across various consumer
demographics. Dedicated to the spirit of innovation, we have also blended the taste of plums with
other distinct flavors, introducing dried plum snacks with complex flavors, such as our
pineapple-flavored plum and sour-spicy plum.
We are also actively exploring new raw material s to expand our fruit snacks portfolio. Finding
that prunes have distinctive ingredients such as anti-oxidants, improving metabolism besides their
well-balanced sweet and sour taste, we have focu sed on developing prune-based snacks in recent
years. We introduced our first prune-based produ ct in 2016, and established ‘‘Prune Knight’’ pitted
prune-based product in response to the rising demand for healthy and natural fruit snacks.
According to Frost & Sullivan, we ranked first in China’s prune-based fruit snacks industry for four
consecutive years from 2021 to 2024.
Our plum jelly represents a milestone in our product innovation s trategy, marking the
successful expansion into snacking option with natural ingredients for consumers pursuing
preservative-free, low-fat snacking options. Our pl um jelly effectively addresses longstanding pain
points of jelly industry regarding the use of artificial additives, redefining the consumer perception
of the jelly products. The popularity of our plum jelly products has been unequivocally validated by
the success of our marketing campaigns. According to Frost & Sullivan, in 2024, we were a major
player in China’s jelly industry in terms of retail s ales value, representing a market share of 2.9%.
Moreover, we led the formation of various indus try alliances such as National Plum Innovation
Alliance, integrating the industry resources wit hin the snack food industry to fully unlock the
culinary potential of plums. Additionally, we helped to formulate industry standards, such as
‘‘Provincial Standard for Plum Seedlings’’ and t he ‘‘Provincial Standard for Plum Cultivation,’’
further solidifying our leading position in the industry.
Robust product development strategy and continuous R&D efforts.
We actively promote the development of plum-based products through various fundamental
R&D initiatives. In particular, we led the estab lishment of Liuliumei Research Institute and the
formation of the National Plum Innovation Allian ce, which facilitate the fundamental research on
the plum’s culinary and medicinal value and plum p lanting techniques. As of December 31, 2025, we
had obtained 42 invention and utility model patents that are material to our business.
We actively pursue the plum-centric product development strategy, a plum-centric product
development philosophy that blends the natural sour taste of plums with other flavors and versatile
product types. Our succes s in launching plum jelly illustrated our robust product R&D capabilities
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of developing commercially successful plum-based products. Additionally, to expand into the
confectionery sector, we had also launched the plum gummy in 2025, which integrated natural plum
extracts to deliver refreshing tastes and reinvigor ating effects. Looking forward, in the condiment
sector, we plan to launch plum-based seasoning pr oducts, aiming to bring plum elements to Chinese
consumers’ daily lifestyles.
Comprehensive sales network and diversified marketing campaigns.
Our comprehensive and diversified channel net works that span from offline to online channels
are crucial to our extensive market expansion. We promptly seize the growth opportunities brought
by emerging retail channels, such as snack stores and membership stores, in recent years. For
instance, we offer customized products of differentia ted packaging to snack sto res, catering to their
target consumers’ consumption behaviors. By leve raging this sales expertise and their extensive
consumer bases, we have enhanced our products’ shelf presence, thereb y increasing brand and
product recognition among customers and gaining more direct access to target consumer bases with
ah i g hd e m a n df o rs n a c k s .W i t ht h er i s i n gp e rc apita income, membership stores have also
experienced rapid growth in Chin a, gathering loyal consumers who are willing to pay premium prices
for high-quality products. Through providing cust omized products for these membership stores, we
have fostered a close connection with them. Recog nizing the potential of e-commerce channels and
growing popularity of live comme rce among young consumers, we have built an online sales network
on major e-commerce and live co mmerce platforms, operating our flagship stores and hosting
large-scale live commerce events.
In addition to our online self-operated stores and sales to supermarkets, membership stores and
snack stores, our comprehensive distributi on network ensures our reach to a wide range of
customers. As of December 31, 2025, we had engaged 1,439 distributors, covering 34 provinces and
municipalities.
Our culture-driven marketing campaigns also drive our sales performance, promoting
plum-based products and appealing to customers of different demographics. Multimedia
marketing campaigns, coupled with various forms o f offline promotional activities, continuously
amplify our brand recognition. We also pay particular attention to interactive communication,
livestreaming the daily operations of the plum industry covering the seedling and processing, as well
as the value proposition and culture of our brand. Additionally, we strategically establish
partnerships with celebrities who may convey our energetic and youthful brand image to young
consumer. Through live events or product campaign s featuring our celebrity brand ambassadors, we
can quickly amplify our presence on mainstre am platforms and effectively promote our new
products to a broad consumer group. The events als o triggered a buzz on internet, generating over
one billion views and over one million discussion posts on social media platforms.
We actively promote the rich heritage of plum-based products. For example, we host annual
events like the ‘‘66 Plum Festival,’’ passing on the t raditional Chinese plum culture while appealing
to the cultural sensibilities of younger generation s. Coupled with our extensive marketing campaigns
on social media platforms, we have reached widespread popularity.
Integrated supply chain covering procurement to production management.
We have strategically established our production bases near key plum-growing regions across
Southwest, South and East China, significantly r educing the time from raw material procurement to
production. Additionally, we maintain robust, long-term partnerships with local plum farmers by
offering them advanced plan ting techniques, proprietary plum varieties and price stabilization
support by entering into cooperation arrangem ent contracts with them. We collaborated with
research centers, agricultural and farming organiz ations and local government authorities to publish
technical protocols for plum cultivation, which established best practices in the site selection,
orchard management, variety selection, plant ing, soil management, trimming, pest control and
harvesting. Additionally, beyond procurement ma nagement, we offered agronomic support for plum
farmers on cultivation techniques and orchard ma nagement to foster a long-term cooperative
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relationships with plum farmers and farmers’ sp ecialized cooperatives. Specifically, we supply
proprietary plum varieties or high-quality plum var ieties procured from third parties to farmers at
favorable prices, encouraging plum farmers t o plant such varieties on required land and in
accordance with our technical protocols and requirements. We provide planting guidance, soil
improvement, and pest and disease control services free of charge. Furthermore, we collaborated
with academic and research institutions to develop proprietary plum varieties featuring enhanced
pest resistance and high yield. W e cultivated the seedlings in small batches on the land located in
Fanchang District of Wuhu City, and then sold these seedlings at favorable prices to local farmers or
farmers’ specialized cooperatives. We generally held no contractual or harvest rights over the
grown-up plum trees. Following our integrated supply chain strategy, we implement guaranteed
pricing mechanisms in certain regions by combining minimum purchase price with collaborative
price stabilization initiatives, providing local f armers with predictable returns for growing plums,
further promoting the plum farming and empoweri ng the broader plum growing ecosystem. Under
our collaborative price stabilization initiati ves, we agree to purchase all qualified plums at the
prevailing market price, protect ing collaborative plum farmers’ economic interests. Under the
guaranteed pricing mechanism, we agree, during ma rket downturns, to purchase all qualifying plums
that partner farmers are unable to sell, at a pre-agreed minimum price set out in the cooperation
agreements. The minimum price is set based on factors such as planting and harvesting costs, aiming
to cover plum farmers’ expenses and incentivizin g them to cultivate plums. These arrangements are
intended to provide downside support to partner farmers while empowering the entire industry
chain. We procure plums from all major plum-sourcing regions in China, securing a reliable supply
of high-grade plums at competitive prices while be ing resilient against price volatility and supply
disruptions from certain production areas. Simila rly, for our prune-based products, we directly
source prunes from various reputable farms to u phold quality while effectively controlling
procurement costs. Our close relationships with upstream suppliers, coupled with reliable
high-quality raw material sources, enable us to exercise end-to-end quality control, thereby
e n s u r i n gas t r o n gb a r g a i n i n gp o w e ra g a i n s tupstream suppliers while maintaining our cost
advantage.
Other than our control over raw materials, we have implemented a modern production system
incorporating advanced food processing equipment and production automation technologies,
enhancing production efficiency while guaranteeing product quality. In 2022, we launched our Plum
Jelly Plant to specialize in producing high-qualit y plum jelly products. We are Orihiro’s exclusive
strategic partner in China. As a part of our ten-year strategic partnership with Orihiro, we
introduced the advanced jelly produ ction line to preserve the freshn ess of our plum jelly products for
up to nine months without any preservatives or additives. We also adopted various advanced
technologies for other key production steps , such as preliminary proces sing and packaging.
Experienced management team with entrepreneurship and market insights.
Our founder, Mr. Yang, maintains entrepreneur ial passion, having dedicated himself to the
fruit snacks industry for more than two decades. Our management team shares unified values and
collaborates seamlessly, possessing an average o f 20 years of industry experience. In addition,
supported by a comprehensive talent manageme nt system, we have built a well-structured and
talented team capable of executing our s trategic objectives with precision.
As a flagship enterprise of the industry, we a lso actively assume social responsibilities to
expand our influences. In Southern Anhui, we encourage the plum cultivation, securing long-term
cooperation agreements with local farmers to facilit ate their farming practice while mitigate market
risks. We have also spearheaded the national ‘‘85 1 Project’’ for the industry, which encouraged
farmers to grow plums in major plum sourcing r egions in China by providing farmers with
comprehensive guidance on planting techniques and our proprietary high-quality plum varieties.
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OUR GROWTH STRATEGIES
Enrich our product offerings and engage in fundamental R&D.
Through leading the formation of industrial alliances, such as National Plum Innovation
Alliance and establishing Liuliumei Research Ins titute, we work closely with top-tier academic
institutions, agricultural researc h organizations and industry-lead ing snack food enterprises. These
industrial alliances and research i nitiatives drive the technologica l advancements in the production
and processing capabilities, deve lop innovative and distinctive p roducts, and enhance the quality
and yield of plum varieties.
We focus our fundamental R&D on cultivating h igh-quality plum varieties and developing
efficient planting techniques to ensure stable supply of premium raw materials and promote efficient
farming practices. Leveraging insights from our R&D on the value of plums together with
advancements in food processing technologies, we w ill integrate complementary flavours into our
plum-based products and incorporate the distinc tive plum flavour into other categories, while
further diversifying our comprehensive portf olio by exploring new cu linary applications and
consumption scenarios to enhance competitiveness.
Enhance our brand recognition and solidify market leadership.
To enhance our brand recognition and strengthen customer loyalty, we plan to implement
tailored marketing strategies across various consu mption scenarios of plum- based products, develop
creative packaging for seasonal campaigns that highlight our products’ unique attributes, and pursue
strategic collaborations wit h cross-industry brands and KA customers for co-branding and
customised offerings to reach a broader consum er base. We will also deepen customer engagement
through diversified online and offline activities, fe stival campaigns, KOL and celebrity endorsements
to cultivate an appealing brand image across demographics, while leveraging social media,
e-commerce and live commerce platforms to prom o t ep l u mc u l t u r e ,c o l l e c tf e e d b a c k ,r e f i n e
product formulas and enhance customer stickiness and loyalty.
Expanding our sales network, increasing customer bases and exploring international markets.
To further penetrate our existing markets and extend our reach to new markets, we are
committed to optimizing and expanding our sales and distribution network. We plan to balance sales
across channels, reinforcing pa rtnerships with KA customers, incl uding supermarkets, membership
stores and national snack chains through customized and co-branded products with strategic
displays, and establish collabo rations with emerging channels such as snack stores, fruit shops,
restaurants and tea brands, while developing differentiated packaging and customized products for
lower-tier cities. We will also pursue international expansion by targeting markets with large Chinese
communities or similar dietary habits and offering a t ailored product portfolio with positioning and
packaging adapted to local cultures and consumer preferences.
Optimizing our production capacity and supply chain.
Our business growth depends on the optimization o f production capacity and effective supply
chain management. We plan to expand production cap acity by constructing new facilities, enhancing
existing efficiency through refined production pr ocesses and upgraded fac ilities and techniques, and
continuously investing in advanced equipment an d technology to elevate automation levels, while
strengthening supply chain manag ement by optimizing intelligent inv entory and warehouse systems
to improve efficiency and reduce costs, solidifyi ng collaborations with professional logistics
providers for shortened delivery times and enhanced service to end customers, and establishing
long-term relationships with plu m farmers in major sourcing reg ions in China to secure stable
high-quality raw material supplies, together with ongoing R&D of premium plum varieties to
mitigate seasonal fluctuations and maintain our competitiveness.
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OUR BRAND AND PRODUCTS
We offer three major product categories, namel y, our dried plum snacks, prune-based products
and plum jelly. For each category, we have launche d different series encompassing both products
crafted with traditional methods and products fuse d with flavors, continuous ly providing consumers
with distinctive taste experience to satisfy their evolving preferences. We have further launched other
plum-based products with significant market potential, such as Dameida plum gummy and plum tea
concentrate. With our continuous product innovations capabilitie s and deep market insights, we aim
to fully explore the culinary value of plums. Looking forward, we plan to launch our plum-based
ready-to-drink beverage s and condiment products.
The following table sets forth the breakdown of the sales volume and average selling price per
kg of our major product categories for the years indicated:
Year ended December 31,
2023 2024 2025
Dried plum snacks kilotons 23.2 29.9 23.6
RMB/kg 36.2 32.6 35.2
Prune-based products kilotons 4.0 5.6 9.0
RMB/kg 38.7 39.7 42.1
Plum jelly kilotons 12.1 21.8 24.7
RMB/kg 25.7 18.8 18.8
Note: the average selling price per kg is estimated through div iding the revenue of each product category by the sales
volume.
From 2023 to 2024, we proactively offered more competitive prices of dried plum snacks to
enhance our market penetration in the broader snack industry. For example, we introduced various
packaging sizes and combinations tailored to the targeted consumers’ preferences, including
family-sized packages and variety packs which typi cally have lower per-unit prices. Additionally, in
2024, we offer customized products with lower per -unit prices for distri butors targeting the
lower-tier cities, expanding our market presence. The average selling price of our dried plum snacks
increased from 2024 to 2025, primarily due to the launch of various new products that have higher
prices. We expanded our production capacity for plum jelly during the Track Record Period and
successfully optimized the cost str ucture by reducing outsourced pr ocessing costs, allowing us to
implement more competitive pricing strategies to appeal to a broader range of consumers. The
average selling price of our prune-based products increased from 2024 to 2025, primarily due to the
launch of premium prune-based products sold to cer tain membership stores and our pricing strategy
in response to the higher raw material costs.
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The following table sets forth the breakdown of our revenue by product category for the years
indicated:
Year ended December 31,
2023 2024 2025
R M B%R M B%R M B%
(RMB in thousands, except for percentages)
Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5
Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2
Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3
Others (1) 16,878 1.3 8,568 0.5 34,747 2.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other
fruit-based products.
Dried Plum Snacks
The decades-long journey of our brand started with dried plum snacks that are primarily
crafted with green plums. We offer a range of dried plum snacks, featuring three series: classic
products, special-flavored products and customized products.
Classic Products
Our classic products are flagship dried plum s nacks that are most familiar and widely accepted
by customers, enjoying widespread and enduring popularity. We craft our classic products by using
the superior plums, while preserving the authentic taste and texture of dried plum snacks made with
traditional methods. We procure plums from all major plum sourcing regions in China, following a
same-day processing workflow to preserve the plums’ original flavor and nutrition.
We combine traditional craftsmanship with m odern fine-tuning to create unique flavor
experiences fitting for diversified consumption scenarios. Our product portfolio comprises four
flagship plum-based snacks that blend tradition al craftsmanship with modern innovations to meet
diverse consumer preferences. Our popular Snow Plum is continuously upgraded with natural herbal
extracts such as mint, monk fruit and honeysuckle , delivering a cooling and refreshing taste that
effectively relieves throat discomfort; complement ing this profile, our Refreshing Plum sources fully
ripened plums from the mountainous regions of Fujian and Guangdong, combined with natural
honey and traditional Taiwanese manufacturing techniques, to provide a succulent texture rich in
dietary fiber and a refreshing taste. Building on tim e-honored recipes, our Preserved Plum is crafted
from thick, succulent high-quality green plums through established techniques to achieve a deep,
layered sweet-and-sour flavor t hat stimulates appetite as an ideal daily appetizer, with ongoing
innovations including herbal-flavored and zero-sucrose variants; furthermore, our distinctive
Smoked Plum, produced from selected green plums ripened in May, features a soft and smooth
texture enhanced by traditional methods and natural ingredients such as aged citrus peel, licorice
and hibiscus flowers, creating a revitalizing smo ky flavor that pairs perfectly with beverages and
appeals to contemporary palates.
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Special-flavored Products
We have cultivated a diversified dried plum s nacks portfolio tailored to customers’ evolving
texture preferences. For inst ance, our Crispy Green Plum ( 脆青梅) was developed in response to
consumer demand for dried plum snacks with crispy texture and refreshing taste, delivering a vibrant
tasting experience marked by freshness, crunch an d juiciness. We drew inspiration for our Crispy
Green Plum from the plum varieties sourced from Southern Anhui, Jiangsu and Zhejiang regions,
which naturally contain lower tannin levels, o ffering a uniquely crispy texture with minimal
astringency. Meanwhile, our Plum Cakes ( 梅餅) cater to consumers seeking delicate and soft plum
products by faithfully blending time-honored preservation methods with modern manufacturing
techniques to achieve a balanced aromatic pr ofile that has garnered significant consumer
appreciation. Additionally, we h ave introduced our Plum Slice (‘‘ 梅片’’), a functional snack
crafted for consumers seeking invigorating fl avors. By incorporating menthol complex or perilla
essence into plum slices, this product delivers a stimulating taste and energizing experience. We have
further broadened our dried plum snacks portfolio with the recent launch of our Plum Strips (‘‘ 梅
條’’), a novel strip-format plum product crafted to cater to consumers who seek a more substantial
and texturally satisfying snacking experience. Our Plum Strips achieve a first-of-its-kind integration
of premium highland green plums with dried tang erine peel. By drawing upon our traditional
plum-making process — encompassing sea-salt acti vation, double-selection for fruit integrity,
natural drying and honey-curing — the product strikes a refined balance between the plum’s natural
organic acids and the aromatic depth of the aged tange rine peel, yielding a layered tasting experience
that transitions from an initial sweet-s our note to a lingering mellow sweetness.
In addition, we creatively blend the plum’s inh erent flavor with other flavors to form complex
flavors, which has become increa singly popular among customers. For example, our Green Tea Plum
(綠茶青梅) perfectly combines the fresh aroma of green tea with plum flavors for a refreshing taste.
Additionally, inspired by the unique taste profile s in certain regions, we introduce dried plum snacks
featuring regional-specific flavors, such as pineap ple-flavored and sour-spicy plums, creatively
combining regional-exclusive flavors like pin eapple from Taiwan, yellow peach from Shanghai,
Mango from Hainan and sour-spicy elements from Guizhou with the original plum flavor. We have
further given expression to this multi-flavor philosophy through the launch of our Mei He Guozi ( 梅
和菓子) series, a creative filled dried plum product line that positions our natural premium green
plum as the foundation for innovative fruit-flavor ed combinations. Each product in the series pairs
our thick, plump and seedless plum flesh with a di stinct fruit infusion, spanning guava, lemon,
mango, grape and pineapple, among others, to deliv er a vibrant sweet-sour flavor profile that is at
once appetite-stimulating and refreshing. The seedless, thick-flesh format of the Mei He Guozi range
is specifically designed to provid e a more substantial and satisfying bite, while enabling the layered
fruit flavors to be fully expressed.
Customized Products
We offer customized dried plum snacks tailored t o chain snack stores and membership stores.
These customized products allow us to access each KA customers’ target consumer base, providing
unique offerings to a broader range of consumers. In addition, given that KA customers are critical
in our sales network, establishing these partnersh ips positions us for conti nued success as we expand
our reach and introduce our brand to new customers. In particular, since its launch, our high-end
product ‘‘Premium Plum’’ (皇梅) quickly captured the attention of consumers with its unparalleled
quality and craftsmanship. Exclusively availabl e at a high-end membership store, it ranked first on
this membership store’s New Product Hot List wi thin eight days after its launch, showcasing its
immense popularity and market appeal. In add ition, we launched Chilean pitted prune in
membership stores, which is a premium prune-ba sed products catering to mid- to high-income
consumers demanding high-quality products with high nutritional value.
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Prune-based Products
We introduced prunes to our portfolio in 2016, enabling us to explore new market
opportunities. Prunes are rich in dietary fiber, na tural antioxidants, as well as essential vitamins
and minerals, including high levels of anthocyanin s. Additionally, prunes have been scientifically
proven to support digestive health and enhance metabolic functions, thereby enjoying widespread
popularity among urban middle-class, white-colla r professionals and the discerning Generation Z
consumers who appreciate the health benefits of snacks and have growing demand for natural food
alternatives.
We have developed three core series of prune-ba sed products tailored t o different consumer
preferences. For consumers seeking diversified snack options, we introduce classic dried prune
product that uses premium prunes with rich flavor and fine-textured flesh. On the other hand, we
launch the ‘‘Fiber Life’’ pitted prune product to cat er to consumers calling for convenient, natural
snacking options. Crafted by precision de-pitti ng techniques and constant-temperature drying
technology, our ‘‘Fiber Life’’ pitted prune produc t offers a convenient, ready-to-eat alternative to
our classic dried prune product, while preserving the natural content of high-quality, large-sized
prunes. We have further elevated our prune-based product portfolio through the launch of our Prune
Knight ( 西梅騎士) series, a premium prune product line t hat embodies our commitment to global
sourcing and clean-label formulation. The Prune Knight series sources its prunes exclusively from
premier growing regions across the globe. The produ ct is also rich in dietary fiber, iron, potassium
and vitamin B6, and is classified as a low-GI food, making it well-suited for consumers who seek
both nutritional value and digestive wellness.
Our prune-based products have rapidly capture d market share. According to Frost & Sullivan,
we ranked first in prune-based fruit snacks indus try for four consecutive years in terms of retails
sales value from 2021 to 2024.
Plum Jelly ( 梅凍)
According to Frost & Sullivan, the China’s je lly market is evolving toward innovations of
functional products made with natural ingredi ents and free of preservatives. Following our
plum-centric product development strategy, we launched the plum jelly products in 2019. Unlike
traditional jelly products frequently perceived a s additive-heavy snacks, our plum jelly, made with
locust bean gum, natural green plum nectar and o ther natural fruit nectars, is positioned as a
low-calorie, convenient jelly opti on made with natural ingredients. A dditionally, deploying Orihiro’s
advanced food processing equipment and technologi es, we extend our plum jelly’s shelf life to nine
months without adding preservatives. During t he Track Record Period, we generated revenue of
RMB311.1 million, RMB410.4 million and RMB465.9 million from the sales of plum jelly products
in 2023, 2024 and 2025, respectively, demonstrating the growing market acceptance of our plum jelly
products. According to Frost & Sullivan, in 2024, we were one of the leading player in China’s jelly
market in terms of retail sales value, capturing a market share of 2.9%.
Classic Products
Our portfolio also extends to nat ural fruit-flavored plum jelly and lactic acid bacteria (LAB)
plum jelly products that further harness the natural tartness of green plums through advanced flavor
innovations to meet evolving consumer preferences . Our natural fruit-flavored plum jelly achieves
harmonious and authentic fruit flavors by blending natural fruit nectars with the delicate tartness of
green plums, creating a balanced and invigorating taste profile. For instance, our white peach plum
jelly contains more than 40% white peach necta r carefully extracted from two premium peach
varieties, delivering a refined aroma reminiscen t of freshly picked peaches. Building upon this
fruit-forward foundation, our LAB plum jelly incorporates a concentrate of six distinct bacterial
strains through a specialized fermentation proc ess that preserves distinctive cheesy and buttery
flavor notes, while infusing natura l fruit nectars to develop popular f ruit-flavored variants that have
gained strong market acceptance.
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Seasonal-themed Products
Inspired by market trends and seasonal element s, we periodically intr oduce seasonal-themed
plum jelly products integrating seasonal ingredients that reflect distinctive characteristics of certain
seasons.
To capture seasonal and festive consumption trends, we launched a range of new plum jelly
products in 2024. In spring, we introduced snow pear loquat plum jelly, blending the sweet crisp
texture of snow pears with the moisturizing and throat-soothing properties of loquat for a refreshing
taste ideally suited for springtime consumptio n, alongside orange grapefruit plum jelly that
harmonizes the natural sweetness of oranges with the mild invigorating acidity of grapefruit; in
summer, we launched lychee sea salt lime plum je lly and pineapple wampee lemon plum jelly,
delivering cooling and refreshing flavors perfect ly suited for summertime, with these summer-themed
products featuring our brand ambassador Teens in T imes rapidly attracting over 100 million online
views and effectively conveying our core brand va lues. Furthermore, we introduced festival-themed
plum jelly products aligned with our marketing cam paigns, including vibrant red and gold packaging
for the 2025 Chinese New Year symbolizing prosper ity, good fortune and wealth, featuring red plum,
red grape and red cherry variants as well as golden osmanthus, golden pomelo and kumquat plum
jelly to resonate with consumers’ aspirations for an auspicious year.
Electrolyte-infused Slushy Jelly
In 2025, we introduced our electrolyte-infused slushy jelly, yet another testament to our
market-driven product development strategy. Th e electrolyte-infused sl ushy jelly incorporates
carefully selected fruit nectar to provide the authe ntic, rich fruit flavor. Unlike traditional frozen
products, our electrolyte-infused slushy jelly can be easily stored at room temperature. After being
placed into the freezer, it can soon transform into a smooth, slushy texture, offering a refreshing new
taste and an innovative frozen-snack experience. Added with electrolytes, this product serves not
only as an ideal option for a quick energy boost after workout, but also as a convenient way to
replenish energy during everyday leisure moments.
Other Products
We plan to expand into various plum-based product categories, including confectionery, tea
concentrate, ready-to-drink beverages and condiments, integrating plum-based products into
consumers’ everyday lives.
We launched our plum gummy ‘‘Dameida’’ ( 打梅打) in 2025 and our plum tea concentrate
products in 2024. Made with plum extract and Madeira tea extract that provides invigorating effects,
‘‘Dameida’’ plum gummy provides refreshing and har monious sweet-sour tastes, targeting consumers
who need fruit-based and functional snack options. In addition, we offer two tea concentrate
options, namely the smoked plu m ginger tea concentrate made f rom Yunnan small yellow ginger,
donkey-hide gelatin, brown sugar and smoked plum extract, and the green plum snow pear tea
concentrate made from pear syrup, green plum juice, loquat juice and smoked plum extract,
providing a warming, soothing drink in just 30 seconds.
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OUR SALES CHANNELS
Overview
Our sales strategy integrates distributorship, o nline self-operated and sales to supermarkets,
membership stores and snack stores.
The table below sets forth a breakdown of our revenue by sales channel for the years indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5
Supermarkets and
membership stores (1) 170,919 12.9 266,914 16.5 402,554 23.5
Snack stores 133,827 10.1 550,813 34.1 648,451 38.0
Distributorship 881,714 66.7 659,065 40.8 530,781 31.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both
online and offline, as well as membership stores with wh om we began cooperation in late 2024. Our revenue from
membership stores accounted for 0.7% and 8.6% of ou r total revenue in 2024 and 2025, respectively.
Self-Operated Stores and Retail Channels
We adeptly capitalize on the expansive rea ch of online platforms by selling our products
directly to consumers through our self-operated s tores on leading e-commerce platforms and live
commerce platforms. In the meantime, we directly s ell our products to various retail channels,
including national and regional supermarkets with both online and offline operations, as well as
emerging retail channels such as membership stores and snack stores.
Our revenue growth during the Track Record Period was primarily driven by sales to
supermarkets and membership stores, as well as s nack stores. Revenue from supermarkets and
membership stores increased by 56.2% from RMB170.9 million in 2023 to RMB266.9 million in
2024, and further increased by 50.8% to RMB4 02.6 million in 2025. Revenue from snack stores
increased from RMB133.8 million in 2023 to RMB550. 8 million in 2024, and further increased to
RMB648.5 million in 2025. During the Track Record P eriod, our revenue attributable to snack
stores increased significantly, primarily becaus e we expanded our presence in this channel only after
2022 following our assessment of ch annel dynamics that consumers w ill increasingly prefer snack
stores that specialize in offering a wide range of snacking options and packaging sizes. Such
cooperation has enabled us to capture (i) the continued expansion of the store networks of national
snack chains and (ii) the sustained growth of the snack and beverage retail industry, thereby driving
a rapid increase in sales through this channel. In ad dition, our revenue per snack store customer was
significantly higher than that of our supermarke t and membership store customers during the Track
Record Period primarily because the snack store channel has become increasingly concentrated
among a limited number of major national snack chai ns, each of which typically operates a large and
expanding store network w ith higher order volumes.
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These customers possess extensive consumer bases and robust purchasing power, enabling us to
strengthen our presence across multiple channel s while ensuring our products are prominently
displayed in their well-establishe d retail networks. For select retail ers, we provide tailored products
that closely align with their brand positioning and consumers expectations. For instance, we
developed a customized Premium Plum and Chile an pitted prunes exclusively for a membership
store, which resonated strongly with this membe rship store’s mid- to high-income consumer bases.
Additionally, we offer variety package, family-siz ed package and small package for snack stores,
targeting their consumers who prefer to purchase various flavors and products at once. We rely on
our retailer customers’ report on their inventory. However, we are unable to ascertain the precise
volume of unsold inventory held by retailers, sin ce we do not have complete, up-to-date inventory
data from most retailer customers.
Correspondingly, revenue from our self-opera ted online stores and online distributors
decreased during the Track Record Period. In part icular, we strategically adjusted our channel
strategies, as we believe the sales to emerging reta il channels, such as membe rship stores and national
snack chains are in line with the prevailing industr y development toward these channels and offer
consistent growth momentum and better sales efficiency through, among others, improved shelf
visibility and more targeted consumer reach.
Arrangements with Retailer Customers
We had similar framework agreements with most ret ailer customers including supermarkets,
membership stores and snack stores. Our arrang ements with retailer customers differ from those
with distributors in that we typically supply custo mized products exclusive to retailers, whereas we
primarily supply standardized products to distributors. For example, the products we offer to
retailers may differ from those sold to distributo rs in terms package, siz e and sometimes product
types. In addition, we generally a fford retailer customers greater flexibility with respect to marketing
promotions, sales strategies and favorable credi t terms compared to distributors. During the Track
Record Period, the salient terms of our agreemen ts with supermarkets and snack stores typically
include:
. Terms . We typically enter into one-year agree ment with retailer customers, subject to
renewal upon mutual consent by the parties.
. Payment and Credit Terms . We issue invoices to our reta iler customers following the
shipment of relevant products, and our customers are required to pay within the specified
time upon receipt of invoices.
. Delivery . Generally, we are responsible for delivering the products to the location
designated by our retailer customers at the specified time.
. Pricing. We sell our products to retailer custome rs at mutually agreed price levels and
provide them with recommended retail prices.
. Minimum Purchase Requirements . We may set minimum purchase requirements for our
retailer customers. For retailer customers wh o fail to meet the required purchase amount,
we do not impose penalties on them but may offer support, such as facilitating their
marketing efforts.
. Product Promotions. For certain retailer customers, such as national supermarkets, we are
permitted to conduct marketing activities on their sites.
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. Product Returns. We may accept return of defective products or products that are not
delivered under the agreed conditions. We do not accept expired products from retailer
customers. During the Track Record Period, we did not have any product returns from
retailer customers in respect of expired products.
. Anti-Bribery and Corruption. We agree to comply with any laws, regulations or internal
policies relating to anti-bribery and anti-k ickbacks in selling our products to retailer
customers.
While contractual agreements with these membe rship stores are generally similar to those with
retailer customers, we customized or co-devel oped products in accordance with the agreed
specifications that catered to their target consu mer groups. During the Track Record Period, the
salient terms of our agreements with member ship store customers typically include:
. Terms. We typically enter into one-year agr eement with membership stores.
. Payment Term. We typically require membership store customers to pay upon receiving
the products, and we may offer credit terms.
. Product Specifications. We ensure our products comply with product specifications
mutually agreed upon with the membership st ore, which may also stipulate specific
requirements for the raw materials used in production.
. Delivery. We are obligated to deliver products to the location designated by the
membership stores.
. Product Return. We generally do not accept any product return, except in cases of product
defect or quality issues.
. Anti-Bribery and Corruption. We agree to comply with any laws, regulations or internal
policies relating to anti-bribery, anti-kickb acks and anti-corruption in our collaboration
with membership stores.
Movements of Retailer Customers
We experienced rapid growth in the number of retailer customers we cooperated with, including
supermarket customers and snack store customers from 2023 to 2025. In addition, we started to
engage membership store customers in late 2024 an d cooperated with two membership stores as of
December 31, 2025.
The table below sets forth the total number of supermarket customers and their movements for
the years indicated:
Years ended December 31,
2023 2024 2025
Number at the beginning of the year 26 44 111
Number of supermarket customers newly
e n g a g e d 1 97 03 2
Number of supermarket customers terminated 1 3 2
Net increase (or decrease) in the number of
supermarket customers 18 67 30
Number at the end of the year 44 111 141
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The table below sets forth the total number of snack store customers and their movements for
the years indicated:
Years ended December 31,
2023 2024 2025
Number at the beginning of the year 12 45 104
Number of snack store customers newly
e n g a g e d 3 36 21 1
Number of snack store customers terminated 0 3 6
Net increase (or decrease) in the number of
snack store customers 33 59 5
Number at the end of the year 45 104 109
Note:
* The number of snack store customers refers to the number of snack store groups that we collaborated.
Distributorship
We have cultivated a highly adaptive distributio n network. Wholesale distributors, with their
deeply entrenched networks in high-demand mar kets, enable us to seamlessly connect with core
consumer bases and swiftly addre ss concentrated demand. Additio nally, we primarily sell products
to convenience stores through our distributors. Onlin e distributors, leveraging their advanced digital
infrastructure and robust logistical capabilities, facilitate streamlined bulk transactions and foster
efficient engagement with business customers. Our o nline distributors typically sell our products on
reputable e-commerce platforms, such as Taobao, JD.com, as well as live commerce platforms, such
as Douyin.
As of December 31, 2025, we engaged a total of 1,4 39 distributors. During the Track Record
Period, our revenue from distributorship amounted to RMB881.7 million, RMB659.1 million and
RMB530.8 million in 2023, 2024 and 2025, respectivel y. We offer customized products that feature
affordability and price-to-value to certain distri butors, targeting lower-ti ered cities through our
market campaign to make our high-qualit y plum products accessible to everyone.
We determine the number and allocation of distri butors by considering the income level of the
target consumer bases, market potential and dist ribution coverage, establishing an efficient and
reasonable distribution network.
Management of Distributors
We implement a strict screening and evaluat ion mechanism to assess our distributors’
performance, emphasizing on both their sales capab ilities and marketing efforts. We conduct on-site
visits to gather feedback from local points of sale re garding the distributors’ distribution capacity,
service quality and reputation in their respectiv e regions, while also reviewing the quality of
distributors’ product display through documenting the photographs of display condition in our
internal system. This assessment process allows us to further gauge distributors’ reputation and
network reach within their geographic regions . Our local business supervisors, who have close
connections with local points of sales, also assess t he distributors’ capacity by reviewing the coverage
of products they currently distribute at these points of sales. These local business supervisors are
members of our in-house sales and marketing teams and are responsible for overseeing our sales
network within designated geographic markets. They monitor channel performance, coordinate local
execution of sales initiatives, and liaise between our sales and marketing team and local market
participants. Additionally, we evaluate distributo rs’ key operational capab ilities, including their
warehousing facilities, logistical vehicles, personnel management and financial stability, thereby
ensuring that they meet our high standards. We mai ntain a distributor selection and management
policy, which sets out obligations for distribut ors serving different channels. In general, a
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prospective distributor must possess (i) valid operat ing credentials, adequate capital resources and a
solid business reputation, (ii) well-established co mmercial relationships with local points of sales,
robust display resources, and the ability to provi de high quality retail services, (iii) extensive
experience and strategic approaches in operating snack food brands, (iv) a professional sales team
with strong capabilities in channel servicing and exp ansion, (v) sound interna l management, and (vi)
qualified warehouse for inventory storage, along wi th appropriate logistics vehicles that can fulfill
timely delivery to customers. We also impose mark et coverage requiremen ts on distributors for
different sales channels. Distributors place orders based on their demand, and we ship products to
them within a week of receiving the payment, en suring the efficiency of our distribution.
We evaluate our distributors’ performance by regularly monitoring their inventory level to
measure their sales performance and assess if th ey may achieve the minimum purchase amount.
However, we cannot ascertain the p recise volume of unsold inventory held by our distributors, since
our on-site inventory reviews of distributors are conducted on a sample basis and are not
comprehensive to cover all inventory held by distri butors. Besides their sales performance, we also
evaluate their involvement in advancing and execut ing our marketing goals, ensuring alignment with
our broader brand objectives. To incentivize our distributors, we offer sales discounts for our
distributors with outstanding annual sales performance and set different tiers for distributors based
on their sales performance. Specifically, we set quarterly sales targets for our distributors, who are
evaluated at the end of each quarter. Sales discounts are granted exclusively to those distributors
who are able to meet their designated quarterly ta rgets. During the Track Record Period, the sales
discounts we offered to distributors amo unted to RMB117.1 million, RMB88.3 million and
RMB44.9 million in 2023, 2024 and 2 025, respectively, accountin g for 13.3%, 13.4% and 8.5% of the
revenue from sales to distributors during the resp ective years. The decrease in such sales discounts
during the Track Record Period was primarily a ttributable to our strategic refinement of our
distributorship arrangement to enhance distribu tion efficiency. In particular, we granted sales
discounts only to those who both achieve sales targets and demonstrate effective product promotion.
In parallel, we are strategically shifting focus from d istributorships to other sales channels, including
membership stores and snack stores. For those distributors who are unable to achieve our minimum
purchase amount targets, we may decide to terminate their distributorship.
Our distributors may engage sub-distributo rs, and we did not enter into any agreements or
otherwise directly establish relationships with any sub-distributor during the Track Record Period.
As a result, we do not have control over sub-distributors. This arrangement enhances operational
efficiency by delegating key localized responsi bilities such as inventory management, last-mile
delivery and order fulfillment, allowing distributors to prioritize overarching operational goals and
strategic management. Under our distributorship agreements, distributors are expected to monitor
the operations of their sub-distributors, includi ng their inventory levels, sales performance and
market activities, to ensure alignment with our ov erall sales and distribution strategy. We impose
penalties on distributors for any violations and misconduct by their sub-distributors, encouraging
them to actively oversee their sub-distributors. During the Track Record Period, our distributors
appointed 578, 782 and 1,365 sub-di stributors in 2023, 2024 and 2025, respectively. The number of
sub-distributors increased throughout Track Reco rd Period mainly because our distributors further
penetrated lower-tier cities, where they relied on the sub-distributors’ local operation and sales
expertise. According to Frost & Sullivan, it is a common industry practice for companies in the
industry in which we operate to rely on third- party distributors to sell their products to
sub-distributors and retailers without enter ing into contractual relationships with such
sub-distributors and retailers.
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Offering sales discounts and the engagement of sub- distributors could potentially increase the
risk of channel stuffing, as distributors or their sub-distributors might be incentivized to purchase
more products than they can sell in order to bene fit from discounts or ma intain relationships.
However, we believe that we have taken comprehensive measures to mitigate such risks and that our
sales correspond to actual consumer demand and therefore our products are at low risk of channel
stuffing in our distribution network, because (i ) we generally do not accept product returns from
distributors except for returns caused by product quality issues, ensuring that distributors place
orders based on realistic sales forecasts rather tha n speculative or inflated volumes; (ii) we carefully
determine the types of products sold to distrib utors by evaluating market demand forecasts and
adjust the minimum purchase requirements according t o distributors’ sales capabilities. Specifically,
our approach combines consumer surveys and analysis of sales data from key retail outlets to
capture purchasing preferences and price sensitiv ity. We also review third-party industry reports to
monitor competitive dynamics and incorporate historical sales trends to project market capacity and
upcoming sales targets. These assessments are con ducted on a regular basis and minimum purchase
requirements are adjusted periodically to reflect c hanges in market demand and distributors’ actual
sales performance; (iii) we offer sales discounts mai nly to incentivize distributors with outstanding
sales performance; (iv) the relatively short sh elf life of our products further discourages
overstocking, as distributors bear full responsib ility for the costs of disposing of expired products,
incentivizing them to maintain prudent invent ory levels that align with market demand; (v) we
deliver products to distributors only after they make full payments for their orders, which promotes
their disciplined inventory manag ement aligned with actual sales projections; (vi) we closely monitor
distributors’ demand, and if an order exceeds the demand forecast, our sales team may conduct an
on-site assessment to verify whether the distribut or can sell the requested quantity; and (vii) our
dedicated market research team conducts consumer and market studies three to four times per
month. To stay closely connected to market dynamic s, our local business supervisors conduct weekly
assessments to evaluate channel demand, identify emerging trends, and address distributor concerns.
Our sales personnel from our headquarters also c arry out one to two on-site visits each month,
engaging directly with both points of sales and distr ibutors to ensure the effective implementation of
our sales strategy.
Arrangements with Distributors
We typically enter into standard distributio n agreements, which are sales and purchase
agreements in nature, with our distributors. U nder these agreements, we deliver our products to
distributors after they place orders and recognize revenue when they accept our products upon
delivery. According to Frost & Sullivan, our distribu tion arrangement, in particular the goods return
policy, is in line with industry norm.
During the Track Record Period, the salient te rms of our standard distribution agreements
include:
. Terms . We typically enter into one-year agreements with distributors, subject to renewal
upon mutual consent of the parties.
. Minimum Purchase Amount. To incentivize our distributors, we typically set overall
minimum purchase amount for distributors d uring the terms of distributorships,
considering their designated regions and sa les capabilities. We further specify their
monthly targets for different product categories to align with our overall sales and
marketing strategies.
. Pricing. O u rd i s t r i b u t o r sm u s ts e tt h e i rr e t a i lp r i c e si na c c o r d a n c ew i t ho u rs u g g e s t e d
prices.
. Payment and Delivery. We require our distributors to make payment before the delivery of
products, and we will deliver to the location designated by distributors.
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. Inventory. Our distributors are required to keep our products in suitable warehousing
conditions.
. Product Return. We generally do not allow product returns. We reserve the rights to reject
any product returns except those caused by the defective products upon inspection.
. Marketing and Promotions . Our distributors should assist our marketing plans and
promptly report market information to u s. They are also obligated to protect our
intellectual properties, reputation and brand images.
. Termination. We have the right to terminate the distribution contracts if our distributors
breach specified contractual terms. In particular, we are typically allowed to terminate
contracts with distributors who fail to purc hase products for several consecutive months
or violate their sales obligations under contracts.
. Penalties for Cannibalization. We expressly prohibit distributors from selling products
outside of their designated channels and geographical regions. In addition, we send sales
teams to regularly monitor any cannibalization. We impose fines or terminate
distributorships for distributors who sell products outside of their designated channels
and regions.
. Anti-Bribery and Anti-Corruption. Our distributors are committed to the transparent and
fair business practices, agreeing to comply with any anti-bribery, anti-corruption and
anti-kickbacks laws and regulations.
We formulate and implement policies to prevent existing employees from working for or
owning equity in any of our distributors. In addition, our internal control policy ensures equal
treatment of our distributors, providing consisten t pricing and incentive mechanisms to distributors
across regions. To the best of our knowledge, during the Track Record Period, all of our distributors
were Independent Third Parties. During the T rack Record Period, there was no employment,
financing or family relationship between our distributors and us or o ur subsidiaries, our
shareholders, directors or senior management, or any of their respective associates.
Movements of Distributors
The table below sets forth the total number of ou r distributors during and their movements for
the years indicated:
Year ended December 31,
2023 2024 2025
Number at the beginning of the year 1,200 1,398 1,396
Number of distributors newly engaged 336 281 263
Number of distributors terminated 138 283 220
Net increase (or decrease) in the number of
distributors 198 (2) 43
Number at the end of the year 1,398 1,396 1,439
During Track Record Period, we terminated 641 distributors. We terminated distributors
mainly because we changed our sales strategy to in crease sales through our retailer customers, while
replacing underperforming distributors with new di stributors to further penetrate into new markets.
During the Track Record Period and up to the La test Practicable Date, we had no material
unresolved disputes or lawsuits with terminated distributors.
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Coordination between Sales Channels
To balance different sales channels and ensu re our distribution efficiency, we adopt the
following measures to mitigate cannibalization r isks among the distributors and other sales
channels:
. Differentiated Products. We strategically sell products with different packaging across
various sales channels. For example, products sold through our self-operated online stores
differ from those sold in other channels in several aspects, including packaging design,
product weight, flavor selection and pricin g. We may customize products with different
packaging specifications for our membership store or snack store customers.
Additionally, to mitigate channel cannibaliz ation, we differentiate our product portfolio
for different channels based on the consumption behaviors of their target consumer bases.
Meanwhile, for distributors, we adjust product types and packaging sizes according to
local consumption patterns. We strictly prohibit distributors from selling any other
similar products without our authorization. I n addition, we designate product categories
and specify sales targets by ea ch category for distributors.
. Pricing. We also employ channel-specific pricin g strategies to ensure that retailer
customers and distributors all maintain sufficient profit margins. Each channel’s
customized offerings are pric ed to align with its target consumer base while preserving
adequate profitability, thereby discouragin g channel cannibalization. We implement a
pricing policy setting the minimum retail price for our products and require both our
distributors and their sub-distributors to st rictly adhere to this policy by not setting their
prices below the established minimum. If any dis tributors or their sub-distributors violate
our pricing strategy, we may temporarily su spend product deliveries to non-compliant
distributors, impose penalties, or even ter minate their distribu torships, until they
complete necessary rectifying measures and ensure future compliance with our pricing
policies.
. Monitoring. Our sales team monitors the pricing of our products across various sales
channels. This team conducts regular reviews, at least once a month, of price levels at both
distributor and retail endpoints, identifying any deviations from our suggested retail
price. In cases where pricing violations or c ross-regional sales are detected, the team
promptly reports such incidents.
. Geographical and Channel Restrictions. We specifically require our distributors to restrict
their sales to the designated regions and channels authorized by us. We have established
comprehensive written policies that requires sub -distributors to operate strictly within the
authorized channels and regions specified in the distribution agreement. In addition to
contractual controls, we have implemented a p roduct tracing system, which enables full
traceability of each product thro ughout the distribution chain.
. Penalties for Violations. We have implemented a three- strikes penalty system to
discourage distributors from selling product s outside their designated channels. For the
first two violations, we will either impose fin es or increase the sales price, and upon the
third violation, we will terminate the distributorship.
. Product Tracing System. We have employed a comprehensive product tracing system in
which every product is assigned a unique label, enabling us to trace the product back to
the distributor who places it in the market. Additionally, for products sold through our
online self-operated stores and retail channe ls, we can track their origin to ensure full
oversight.
During the Track Record Period, our revenu e was mainly attributable to standardized
products, which accounted for 99.6%, 98.6% and 8 6.3% of our total revenue in 2023, 2024 and 2025,
respectively. We introduced certain customized products and co-branding products in 2022 and 2023
on a trial basis to explore market opportunities. Be ginning in 2024, we strategically offered certain
customized products tailored for emerging retail channels.
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Pricing
Our retail sales prices are set according to various factors, such as brand positioning, marketing
strategy, market condition and production cost s. In managing our distribution network, we
implement stringent pricing policies to prevent ch annel cannibalization and maintain market order.
Our pricing typically leaves sufficient profit margins for our distributors. We enforce compliance
with these policies by requiring adherence to minimum pricing standards, supported by robust
monitoring mechanisms and clear consequences for violations.
MARKETING AND PROMOTION
During the Track Record Period , our selling and distribution expenses amounted to RMB309.4
million, RMB310.2 million and RMB271.7 million in 2023, 2 024 and 2025, respectively, representing
23.4%, 19.2% and 15.9% of our total revenue in each respective year.
Committed to promoting the plum culture, we adopt the culture-driven marketing strategy that
educates consumers about the rich history of plum -based food. Our multi-faceted marketing style
provides an immersive experience to consumers, crea ting emotional connections with our customers,
while enriching the cultural narratives of our brand.
Product Marketing
Our product marketing strategy is tailored to the distinct features of our products. For our
classic products, we emphasize on assigning uniqu e identities of each product by highlighting its
distinctive features and functionalities, while advocating diversified consumption scenarios and
driving consumption. For instance, Snow Plum i s marketed for its soothing effects on throat
discomfort and Smoked Plum is marketed for its appetite-stimulating properties, and prune-based
product for its digestive benefits. Meanwhile, packaging is meticulously designed to reinforce each
product’s core and strengthen consumer recognition. For special-flavor products, we launch targeted
campaigns centered on unique ingredients and origins, supported by distinctive slogans and visual
elements, to create compelling consumption scen arios and broaden appeal, particularly among
younger consumers. For example, our market campaign for our pineapple-flavored plum highlights
the origin of the pineapple used for the product while adopting the invigorating packaging and
regional-special slogan, seamlessly integrating this narrative into the product’s promotional
materials. We position plum jelly as a versatile product that transcends the seasonal limitations
often associated with traditional jelly products . In particular, through packaging and slogans
resonating with the holiday spirit, our Chines e New Year campaign for plum jelly makes it a New
Year treat. By associating different flavors of plu m jelly with diversified specific lifestyles or
occasions, we redefine plum jelly as a year-round s taple that addresses the s easonality limitations of
traditional jelly products.
Product Customization
Through providing customized products to KA customers and targeted marketing of these
products, we reach to diversified consumer bases. For our customized products to membership
stores, we strategically position them as premium offerings tailored to meet the preferences of
high-end consumer segments.
Understanding that different channels cater to unique consumer bases with distinct purchasing
habits, we tailor our product offerings accordingly to capture these varying consumption patterns. In
particular, to expand our reach in lower-tier ci ties, we provide customized products to certain
distributors, advocating in our campaign to make our high-quality plum-based products accessible
to everyone.
Moreover, we collaborate with major food and beverage brands by developing co-branded
plum-flavored products. This collaboration enables us to fully explore the potential of plum flavor.
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The salient terms of our co-branding colla boration agreements typically include:
. Terms. We generally enter into agreements with our co-branding corporate partner for a
term not exceeding one year.
. Branding. Both parties determine the design of co -branding products for sale and permit
the use of each other’s brands and logos on these products and related marketing
materials.
. Approval. All materials featuring our brands and logos must be submitted to us for
evaluation and approval prior to their release for marketing purposes.
. Intellectual Property. We own all intellectual property rights related to our branding,
marketing materials and logos, and we share i ntellectual property rights with the other
party for materials incorporating both our brands and logos.
. Termination. We are allowed to terminate the agreement if the other party breaches the
agreed terms in the contract or causes damages to our brand.
In 2023 and 2024, we partnered with cross-indust ry brands, including a well-known chain milk
tea brand and a chain bakery sto re, to co-develop plum-flavore d milk tea and plum-flavored cake,
which gained significant popularity upon launch. The se co-branding collaboration initiatives caught
attention on social media platforms, further str engthening our brand’s association with sour and
plum flavors while effectively expanding our reach to a younger consumers.
Culture-driven Marketing
Our marketing campaign reinforces our c ommitment to promoting the plum culture.
Recognizing the growing interest among younger generations in the ‘‘new Chinese style,’’ which
combines traditional Chinese aesthetics with mo dern fashion, we have seamlessly integrated these
elements into our product packaging and marketing materials that feature motifs and patterns that
reflect the elegance and heritage of Chinese plum culture while adding a contemporary, youthful
twist.
Festival Marketing
In addition to our culture-driven marketing , we implement festival-focused marketing
strategies tailored to summer and Chinese New Year. Summer campaigns position our products
as refreshing and energizing options for active lifestyles, emphasizing cooling attributes and
introducing limited-edition flavors aligned with sea sonal demand. These initiatives are amplified
through digital platforms and lifestyle-oriente d content, complemented by summer-themed pop-up
events. Chinese New Year represents the peak of our annual marketing activities, with campaigns
centered on themes of reunion, celebration and pr osperity. During the holiday season, our brand
presence is reinforced through initiatives such as festive packaging, gifti ng-oriented product lines
(e.g. the ‘‘Family Bucket’’ and ‘‘Eye -Catching Pack’’ series), and in-s tore activities including gift
wrapping and themed tastings. The following pi ctures illustrate some of our festival marketing
initiatives:
KOL and Celebrity Marketing
We frequently collaborate with celebritie s and KOLs to facilitate the launch of new
products. Recognizing the rising popularity o f live-commerce, we intr oduce engaging topics
that associate our new products with our celeb rity ambassadors or organize live-commerce
sales featuring our ambassadors. The costs a ssociated with the use of KOLs are recognized as
marketing expenses during the Track Record Per iod. Our total GMV attributable to the top ten
KOLs was RMB12.8 million, RMB13.9 million and RMB16.2 million in 2023, 2024 and 2025,
respectively. As the sales by KOLs in all platform sd u r i n gt h eT r a c kR e c o r dP e r i o dr e p r e s e n t e d
a relatively insignificant amount of the total sales amount, we believe that there is no
concentration risk relating to one or more KOLs.
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We carefully select our brand ambassadors who align with our youthful, vibrant and
elegant brand image that resonates strongly with younger generations. We have implemented
the following internal co ntrol measures for engaging celebri ties and KOLs: (i) we require in the
contracts that celebrities and KOLs comply with all PRC laws and regulations during our
collaborations; (ii) we regularly coordinate with our legal department, which periodically
updates us on relevant laws and regulations to ens ure continued compliance; (iii) for livestream
events with KOLs, we provide them with product briefs and pre-approved copywriting to
minimize the risk of livestream content violatin g applicable laws and regulations; (iv) our
collaboration agreements with KOLs expressly r equire KOLs to adhere to applicable laws and
regulations during the livestream events or other marketing activities featuring our products;
and (v) our public relations department promptly responds to any adverse publicity affecting
our engaged celebrities and KOLs. During th e Track Record Period and up to the Latest
Practicable Date, we did not receive any penalti es or notices from government authorities or
from e-commerce and live commerce platforms t hat would materially effect our business,
operations or financial condition. Our Directors believe that (i) our use of KOLs during the
Track Record Period complied with all applicable laws and regulations, taking into account our
strict adherence to relevant laws and regulations when selecting KOLs, and our robust internal
control measures; and (ii) no misleading adverti sing was used during the Track Record Period.
In view of our compliance record and internal controls, our Directo rs believe that we can
continue adhering to relevant laws and regulati ons. Accordingly, our Directors believe that the
risk of our brand image being harmed by negativ e publicity or inappropriate behavior of our
engaged celebrities and KOLs, as well as the risk of incurring regulatory penalties for such
engagements, is low. Based on the due diligence wo rk conducted by the Joint Sponsors, nothing
material has come to the Joint Sponsors’ attention that would reasonably cause them to cast
doubt on the views of the Directors set out above.
During the Track Record Period, the salient te rms of our agreements with celebrities and
KOLs typically include:
. Terms. We typically enter into an agreement wi th a term of three months to one year,
subject to the renewal upon mutual agreement.
. Fees. In addition to the basic service fees at a fixed rate, we will pay incentive fees
based on the sales targets and commission fees calculated as a proportion of an
agreed sales indicator, such as Gross Sale s Value, through the livestream platform.
. Negative Publicity. In the event that, during the promotion period, we, our senior
executives, or our designate d brand ambassadors are involved in adverse publicity or
negative news coverage, the other party shall have the right to terminate this
agreement.
. Anti-corruption and Anti-bribery. Both parties are required to comply with all
anti-bribery, anti-corruption and anti-kickbacks laws and regulations in China.
OUR CUSTOMERS
Our major customers primarily comprise both retailers and distributors. During the Track
Record Period, revenue from our five largest customers in each year accounted for 14.2%, 33.1%
and 45.8% of our total revenue for the respective year. The increase in revenue generated from our
five largest customers in each year during the Track Record Period was primar ily attributable to our
strengthened cooperation with fast-expanding nati onal snack stores, which t ypically purchase large
volumes of our products due to their centralized procurement systems and extensive store networks.
During the Track Record Period, revenue from our largest customer in each year accounted for
3.4%, 14.1% and 16.4% of our total revenue for the respective year. Our largest customer in 2022
and 2023 was a leading nationwide chain superm arket, which offered comprehensive range of
groceries, food and household items. Our largest customers in 2024 and 2025, Customer B and
Customer C, were nationwide chain snack stores.
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The following tables set forth details about our five largest customers in each year during the
T r a c kR e c o r dP e r i o d :
Year ended December 31, 2023
Customers Background
Products purchased
by the customer Revenue
% of total
revenue
Year of
commencement of
business relationship
(RMB in
thousand)
Customer A A nationwide supermarket chain
headquartered in Shanghai, China,
primarily engag e di nt h es a l eo f
groceries, food products, and
household goods, operating about 500
retail outlets across multiple provinces
and major cities in Chinese Mainland
Dried plum snacks and
prune-based products
44,427 3.4% 2016
Customer B A nationwide chain snack store operator
headquartered in Changsha, China,
operating over 14,000 stores across 28
provinces and all city tiers in China
Dried plum snacks and
plum jelly
43,053 3.3% 2022
Customer C A nationwide chain snack store operator
listed on the Shenzhen Stock
Exchange, operating about 15,000
stores in all major ci ties and provinces
Dried plum snacks,
prune-based products
and plum jelly
39,443 3.0% 2022
Customer D A nationwide retailer headquartered in
Beijing, China, operating about 8,000
stores across all city tiers in China
Dried plum snacks and
plum jelly
31,340 2.4% 2022
Customer E A distributor headquartered in Chengdu,
China, selling food, groceries,
appliance and furniture in Chengdu
and cities nearby Chengdu
Dried plum snacks and
prune-based products
27,197 2.1% 2010
Total 185,460 14.2%
Year ended December 31, 2024
Customers Background
Products purchased
by the customer Revenue
% of total
revenue
Year of
commencement of
business relationship
(RMB in
thousand)
Customer B A nationwide chain snack store operator
headquartered in Changsha, China,
operating over 14,000 stores across 28
provinces and all city tiers in China
Dried plum snacks and
plum jelly
228,568 14.1% 2022
Customer C A nationwide chain snack store operator
listed on the Shenzhen Stock
Exchange, operating about 15,000
stores in all major ci ties and provinces
Dried plum snacks,
prune-based products
and plum jelly
193,365 12.0% 2022
Customer F A nationwide chain snack store operator
headquartered in Chengdu, China,
operating about 4,000 stores
Dried plum snacks,
prune-based products
and plum jelly
44,299 2.7% 2022
Customer A A nationwide supermarket chain
headquartered in Shanghai, China,
primarily engag e di nt h es a l eo f
groceries, food products, and
household goods, operating about 300
retail outlets across multiple provinces
and major cities in Chinese Mainland
Dried plum snacks and
prune-based products
36,112 2.2% 2016
Customer D A nationwide retailer headquartered in
Beijing, China, selling a variety of
products including computer
hardware, mechanical equipment,
household appliances, snacks and food
across all city tiers in China
Dried plum snacks,
prune-based products
and plum jelly
34,183 2.1% 2022
Total 536,527 33.1%
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Year ended December 31, 2025
Customers Background
Products purchased
by the customer Revenue
% of total
revenue
Year of
commencement of
business relationship
(RMB in
thousand)
Customer C A nationwide chain snack store operator
listed on the Shenzhen Stock
Exchange, operating about 15,000
stores across Chinese Mainland
Dried plum snacks,
prune-based products
and plum jelly
280,258 16.4% 2022
Customer B A nationwide chain snack store operator
headquartered in Changsha, China,
operating over 14,000 stores across
Chinese Mainland
Dried plum snacks,
prune-based products
and plum jelly
233,774 13.6% 2022
Customer G A nationwide supermarket chain
headquartered in Shanghai, China,
primarily engag e di nt h es a l eo f
groceries, food products, and
household goods, operating about 500
retail outlets and membership stores
across Chinese Mainland
Dried plum snacks,
prune-based products
and plum jelly
163,499 9.6% 2017
Customer F A nationwide chain snack store operator
headquartered in Chengdu, China,
operating about 4,000 stores
Dried plum snacks,
prune-based products
and plum jelly
67,463 3.9% 2022
Customer D A nationwide retailer headquartered in
Beijing, China, selling a variety of
products including computer
hardware, mechanical equipment,
household appliances, snacks and food
across Chinese Mainland
Dried plum snacks,
prune-based products
and plum jelly
38,974 2.3% 2022
Total 783,968 45.8%
As of the Latest Practicable Date, none of o ur Directors, their associates or any of our
shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued
share capital) had any interest in any of our five largest customers.
In 2024, our sales to Customer B and Customer C increased significantly, primarily due to our
strategy to strengthen collaboration with national snack c hains. Snack chains emerged as they
o f f e r e ds n a c k si np a c k a g e st a i l o r e dt op u r c h a s eb e haviors of frequent snack buyers. Leveraging their
specialty in selling snacks and close relationships with our target snack consumer bases, we
strategically increased our sales to national s nack chains, enhancing our market reach and
amplifying our shelf visibility. Our revenue attributable to Customer B and Customer C continued to
increase in 2025, primarily due to our continuously e xpanding sales to snack stores. In particular,
Customer C experienced rapid growth in its snac k retail business, leading to an increase in the
procurement volume of our products during this year.
Third-Party Payment Arrangements
Background and Implications Relating to Third-Party Payment Arrangements
During the Track Record Period, certain of our c ustomers (individually or collectively, the
‘‘Relevant Customer(s) ’’) settled payments with us throug h accounts that do not belong to the
contractual parties (the ‘‘ Third Party Payment Arrangements ’’). We generally required the Relevant
Customers and their designated third-party payors to undertake our review procedures, such as
providing us with written confirmation of delega tion before entering into Third-Party Payment
Arrangements. In 2023, 2024 and 2025, the aggre gate amount settled with the Relevant Customers
under the Third-Party Payment Arrangem ents was RMB299.8 million, RMB193.7 million and
RMB73.1 million, respectively, representing 22. 7%, 12.0% and 4.3% of the total revenue for the
same years. No single Relevant Customer made ma terial contribution to our revenue in any year
during the Track Record Period. As of October 1, 2024, we had ceased all Third-Party Payment
Arrangements except for circumstances where p ayments were settled thr ough the accounts of the
operators in the case of sole proprietorships.
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The Relevant Customers during the Track Reco rd Period were distributors primarily in the
form of sole proprietorships, limited liability co mpanies (owned by either individuals or legal
entities) and, in limited cases, partnerships. Based o n the representations of the Relevant Customers
and to the best knowledge of our Directors, the Rel evant Customers mainly utilized Third-Party
Payment Arrangements either because they preferr ed 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 o ur knowledge, the designa ted third-party payors
primarily consisted of persons affiliated wit h the Relevant Customers, such as controlling
shareholders, operators’ family members or emplo yees of the Relevant Customers. According to
the Frost & Sullivan, it is a common commercial pract ice for businesses in the snack food industry in
China to settle payments through third-party payors with their suppliers or customers for
convenience and flexibility.
During the Track Record Period, we did not initi ate 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, co mmission, rebate or other benefits to any of the
Relevant Customers or the designated third-party pa yors to facilitate or incentivize the Third-Party
Payment Arrangements. During the Track Record Period, the relevant payments were based on bona
fide underlying transactions and va lid contractual relationships. The pricing and payment terms we
provided to the Relevant Customers were in line w ith those provided to customers not involved in
the Third-Party Payment Arrangements. During th e 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 Arrangem ents were Independent Third Parties.
We were not the subject of any investigations, enq uiries, 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 ha d not encountered any refund requests, actual or
pending disputes or disagreements due to Third-P arty Payment Arrangements or any material claims
against us in relation to the Third-Party Payment A rrangements during the Track Record Period and
up to the Latest Practicable Date.
As advised by our PRC Legal Advisor, (i) the risk s of financial losses caused by the Third-Party
Payment Arrangements were low for our Group; (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 regulation s currently in effect; (iii) the likelihood that we
would be imposed any administrative penalties fo r being deemed as violating relevant PRC laws and
regulations related to tax eva sion in connection with aforementioned Third-Party Payment
Arrangements is remote; and (iv) the risk of t he Third-Party Payment Arrangements being
deemed as constituting the crime of money laund ering under Article 191 of the Criminal Law of the
PRC (《中華人民共和國刑法》) for the purpose of disguising or concealing the source and nature of
proceeds or gains is low.
Enhanced Internal Control Measures and Cessa tion of Third-party Payment Arrangements
We required the Relevant Customers to commu nicate with us the relevant information,
including, among others, the reasons for the Thir d-Party Payment Arrangements and the identity of
the involved third-party payors. We generally requ ired the Relevant Customers to undertake review
procedures, such as providing us with the written d elegation, 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 a ny economic dispute caused by the Third Party
Payment Arrangements.
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We have implemented enhanced internal control measures, including, among others: (i) we
started to implement Third-Party Payment Arrang ements rectification measures and informed our
employees of the enhanced internal control measures; and (ii) we issued a notice on September 24,
2024, pursuant to which we only allow payments either (a) directly from the accounts of the
customers; or (b) through the accounts of the o perators in the case of sole proprietorships.
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, as (i) all of the Relevant Customers
who continue to conduct transactions with us sinc e the implementation of enhanced internal control
measures cooperated with the rectification proces s to cease all Third-Party Payment Arrangements;
(ii) the rectification of Third-Party Payment Arra ngements did not affect the payment settlement
arrangement from our Relevant Customers to us; an d (iii) the cessation of the Third-Party Payment
Arrangements has not resulted in any loss of our customers.
RESEARCH AND DEVELOPMENT
As of December 31, 2025, we had 29 R&D professionals, and many of whom have postgraduate
degrees. We attend campus recruiting events to hire graduating college students majoring in food
engineering, food safety and nutrition, polymer ch emistry and other fields, further expanding our
R&D team. We also actively collaborate with resear chers to explore the potential of plums in other
untapped fields by contributing our industry k nowhows to facilitate aca demic research of plum
varieties and planting techniques.
Product R&D
Our product R&D involves four key steps: (i) prod uct design, (ii) product validation, (iii) raw
material procurement, and (iv) product launch. At the product design stage, our branding and
marketing team conducts market analysis to assess tr ends, consumer preferences and the competitive
landscape, and evaluates the technical and financ ial feasibility of product concepts. Upgrades to
existing products usually take two to three months, while new product development may take a year
or more, with seasonal products planned as part of our annual strategy. At the product validation
stage, product prototypes are te sted through internal assessments and independent third-party
consumer blind testing, and only qualified products proceed to trial production. At the raw material
procurement stage, our R&D team sets quality s tandards for raw materi als, manufacturing,
packaging and finished products, and coordinates with relevant teams to source key materials and
ensure consistent product quality and brand-aligned packaging. At the product launch stage,
products undergo internal flavor testing and market trials on a small to medium scale, and mass
production begins only after positive market feedback is confirmed.
Fundamental R&D
We collaborated with academic and research insti tutions to conduct fundamental research of
plums.
The salient terms of our collaborations with r esearch institutions are set forth as below:
. Term. We typically enter into an agreement with a term up to three years.
. Obligations. We shall formulate an annual research plan with the research institution,
specifying the R&D objectives and timelines. T he research institution shall form a team of
experts to support the development of new plum varieties. The research institution shall
also promote plum planting technologies.
. Intellectual Property. Both parties share the intellectua l property rights of any research
results.
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. Confidentiality. Both parties shall be obligated to ma intain the confidentiality of each
other’s trade secrets, product formulas, intellectual property, product information and
other key commercial information.
We established the Liuliumei Research Institu te, which has united a team of top-tier experts
and formed strategic partnerships with renowned aca demic institutions. Additionally, the Institute
was recognized as a Provincial High Technology Ente rprise, underscoring our dedication to driving
innovation within the plum industry. Committed t o improving plum varieties, enhancing plum
planting techniques and exploring the medicinal value of plums, the Institute has spearheaded in
drafting various industry standards, such as the ‘‘Provincial Standard for Plum Seedlings’’ and the
‘‘Provincial Standard for Plum Cultivation.’’
Moreover, we led in establishing the National P lum Innovation Alliance, in collaboration with
academic institutions and leadi ng enterprises within the snack food industry. The Alliance has
integrated industry resources to meet broader industry needs.
Leveraging advanced food processing technologi es, we have developed a precision extraction
and concentration technique to preserve key natural constituents of plums, including organic acids,
phenolic compounds and volatile aromatic, while amplifying plums’ inherent flavor profiles. Our
proprietary formula replaces artificial additives with natural alternatives, such as natural
fermentation derivatives, plant-based po lyphenol antioxidants, as well as fruit or
vegetable-sourced pigments. Third-party GC-MS analysis verifies that our manufacturing process
has enhanced natural flavor compound concentration, creating a complex while authentic taste
profile.
OUR PRODUCTION
Our Production Facilities
During the Track Record Period, our production plants mainly produced dried plum snacks,
plum jelly and prune-based products. We strat egically build our produ ction bases in major
plum-sourcing regions in China, timely processi ng our raw materials to preserve their quality. We
also engage some third-party c ontractors, from time to time, primarily to ease the short-term
pressure on our production facilities caused b y the short shelf life of our raw materials and
temporary production shortage during peak seasons. See ‘‘— Seasonality.’’ We typically engage
contractors to facilitate only certain phases of th e production, such as the pickling phase for our
dried plum snacks. To the best of our knowledge, during the Track Record Period, all of our
third-party contractors were Independent Third Pa rties. During the Track Record Period, there was
no employment, financing or family relationship between our third-party contractors and us or our
subsidiaries, our shareholders, directors or senior management, or any of their respective associates.
The following table sets forth the production cap acity, production volume and utilization rate
by product category during the Track Record Period:
Year ended December 31,
2023 2024 2025
Designed
production
capacity
Actual
production
volume
Utilization
rate (%)
Designed
production
capacity
Actual
production
volume
Utilization
rate (%)
Designed
production
capacity
Actual
production
volume
Utilization
rate (%)
(tons in thousands, except for percentages)
Dried plum snacks 27.1 21.8 80.6 33.7 28.7 85.2 33.7 25.0 74.2
Plum jelly 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0
Prune-based products 4.5 4.1 90.8 6.8 5.8 86.0 14.0 9.6 68.6
Others 0.3 0.2 57.3 1.2 0.9 78.3 1.2 0.8 66.7
Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1
Notes:
(1) The actual production volume during the year is the to tal volume of the products manufactured during that year.
(2) The utilization rate during the year equals to the actual production volume divided by the designed capacity
during the same year.
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The utilization rate of the production capacity for dried plum snacks decreased from 85.2% as
of December 31, 2024 to 74.2% as of December 31 , 2025, primarily due to our optimization of
production planning and strategic adjustment of production schedule to prioritize and accommodate
i n c r e a s e dp r o d u c t i o no fp l u mj e l l ya n dp r u n e - b a s e dp r o d u c t s ,w h i c hw ef o c u s e do nt oc a p t u r e
growth opportunities in these categories. The ut ilization rate for prune-based products decreased
from 86.0% as of December 31, 2024 to 68.6% as of December 31, 2025, mainly because of the
ramp-up of our designed production capacity for prune-based products in 2025, in response to the
growing market demand for prune-based pro ducts and the accelerated sales growth.
The following table sets forth the production cap acity, production volume and utilization rate
of our four production plants for finished products during the Track Record Period:
Year ended December 31,
2023 2024 2025
Designed
capacity
Actual
production
Utilization
rate (%)
Designed
capacity
Actual
production
Utilization
rate (%)
Designed
capacity
Actual
production
Utilization
rate (%)
(tons in thousands, except for percentages)
Anhui Plant 25.9 22.5 86.9 32.2 30.2 93.9 34.9 27.1 77.7
Plum Jelly Plant 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0
Wuhu Plant 6.0 3.6 59.9 6.0 3.5 58.1 6.0 3.6 60.0
‘‘Fiber Life’’ Natural
Food Production
Plant – – – 3.5 1.8 51.8 8.0 4.7 58.8
Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1
Notes:
(1) The designed production capacity of the year is calcu lated based on the following assumptions: (i) All product
lines are functioning in its full capacity; (ii) our pr oduction facilities operate 16 hours per day for most of our
products; and (iii) we operate at every working day per year.
(2) The utilization rate of our production plant during the year equals the actual produ ction volume divided by the
designed production capacity during the same year.
(3) During the Track Record Period, Anhui Plant primarily produced dried plum products and prune-based
products. The utilization rate of Anhui Plant decreased from 93.9% in 2024 to 77.7% in 2025, mainly because we
increased our sales focus on plum jelly and prune-base d products in response to market demand and consumer
preferences, and adjusted our production schedule accordingly to prioritize these two product categories. As our
Anhui Plant is principally configured for the production of dried plum snacks, this adjustment correspondingly
resulted in a decrease in its produc tion utilization rate. Looking ahead, we expect to launch new dried plum
products to attract consumers, which is expected to increase the utilization rate at the Anhui Plant over time.
(4) During the Track Record Period, our Plum Je lly Plant mainly produced plum jelly products.
(5) During the Track Record Period, our Wuhu Plant primarily produced dried plum products and other products.
(6) During the Track Record Period, our ‘‘Fiber Life’’ Na tural Food Production Plant p rimarily produced pitted
prune-based products.
Our Production Process
We conduct different production steps at specia lized production facilities located near the
major plum-sourcing regions, thereby facilitating o perational efficiency and reducing the time from
harvest to final production. Upon harvesting, plums are promptly shipped to the plum sorting
facilities, where plums undergo quality inspectio ns and grading. The sorted plums are then delivered
to preliminary processing facilitie s, where they are salted and sugared in vats in preparation for the
subsequent drying proce ss. These pickled plums are then transferred to the sun-drying facilities,
allowing them to naturally dry in sunlight and compl ete this critical phase. After sun-drying, the
plums either at our production plant or facilities spe cializing in these proced ures undergo washing,
flavoring and further drying. The resulting semi-finished products are sent for final product
inspection and packaging. Upon meeting our quality standards, the finished products are distributed
to the market.
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The details of the key steps in the production processes of our dried plum snacks are as follows:
Raw Material
Inspection
Grading Pickling
90
Washing Drying
30 %
Product
Inspection
Packaging Final
Inspection
StorageSun-drying
 Flavoring
The production of plum jelly begins with ri gorous inspection of raw plums sourced from
selected suppliers, during which unqualified mater ials are sorted out before processing. The raw
materials then undergo standardized seasoning a nd flavoring, where ingredients are precisely
measured and blended using digital systems to e nsure formulation consistency and minimize human
error. The blended jelly mixture is pr ocessed under controlled pressure and strict hygiene conditions
to achieve the desired texture, followed by high -temperature steam pasteurization to eliminate
potential contaminants and coolin g through low-temperature spray and hot-air drying to extend
shelf life without preservatives. Finished produc ts undergo visual imaging and manual inspections to
detect metal or other foreign contaminants bef ore being packaged using automated machinery,
assigned unique barcodes, and verified for weigh t accuracy. Finally, qualified and sealed products
are transferred to warehouses and stored under appropriate conditions prior to distribution. Our
advanced processing technologies in plum jelly prod uction, such as low-temperature processing and
high-pressure filtering, retain the nutrients in fr uits while preserving their natural flavors. The
following chart illustrates the production process of our plum jelly:
ProcessingRaw Material
Inspection
Seasoning
and Flavoring
Inspection StoragePackaging
We also adopt Orihiro’s advanced food processing technology to extend the shelf life of plum
jelly without adding preservatives. The salient term s of our collaboration with Orihiro are set forth
as below:
. Term. We enter into an agreement with Or ihiro with a term of ten years.
. Obligations. During the term of this agreement, we are obligated to purchase a certain
number of T-shape konjac jelly production lines from Orihiro each year at a fixed price as
agreed in the contract as its exclusive business partner in Chinese Mainland. We are not
required to pay royalties or license fees beyo nd the procurement price for the production
lines, or to share revenue or profit with Orihiro.
. Collaborative R&D. Both parties shall be committed to the R&D of new natural,
preservative-free functional products and advanced production technologies.
. Termination. Each party is entitled to terminate with written notice in the event of the
other party commits breach of contract and fa ils to fulfill its contractual obligation.
. Confidentiality and Trade Secrets. Both parties shall be obligated to maintain the
confidentiality of each other’s trade secret s, product formulas, intellectual property,
product information and other key commercial information.
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Our Production Expansion Plan
We plan to expand the production capacity for prune-based products as our newly launched
prune-based products have received widespread market acceptance, resulting in an increased
demand. Meanwhile, the utilization rate of our Plum Jelly Plant reached 80.0% as of December 31,
2025, as we promoted and sold more plum jelly products in response to rising market demand.
Looking forward, the market demand for our dried plum snacks, plum jelly and prune-based
products is expected to grow further due to incr easing market acceptance and popularity of our
brands. We therefore plan to expand the productio n capacity of our plum jelly line plant to meet this
persistently strong demand. In addition, we plan to increase the production capacity of our dried
plum snacks and prune-based products to accommo date diverse consumer preferences. As we expand
our product offerings into new categories lik e plum gummy and plum based condiments, we
anticipate that our current capacity will not be sufficient to keep up with the growing market
demand. This production expansion plan is therefore crucial to support our continued business
growth.
Our OEM Suppliers
We collaborate with reliable OEM suppliers for t he production of some of our plum jelly and
other plum-based products to relieve the production capacity shortage caused by overwhelming
market demand. In our collaborati ons, we provide raw materials directly to our OEM suppliers and
require them to comply with our quality standards and operational guidelines. These suppliers must
meet our specified requirements for production facilities and orga nize production based on agreed
conditions, equipment, process, st andards, quantities and timelines.
We have established and implemented internal control measures over our OEM suppliers to
ensure that products manufactured under our OEM arrangements are produced in accordance with
our quality standards and applicable regulatory requirements. In particular, such measures cover (i)
OEM supplier selection and approval, where we conduct qualification procedures prior to
engagement, including reviews of the OEM supplier ’s legal and regulatory compliance status; (ii)
contractual and specification controls, wher e we typically enter into OEM agreements and/or
quality-related arrangements that set out our pro duct specifications and acceptance criteria; (iii)
pre-production and in-process supervision, where we provide technical guidance and production
instructions as necessary and assi gn personnel to conduct periodic and/or on-site monitoring of the
OEM supplier’s production process; (iv) inspection , testing and release controls, where we conduct,
and/or require the OEM supplier to conduct under our supervision, appropriate quality inspections
at different stages; (v) traceability and docume ntation, where we requi re the OEM supplier to
maintain proper batch/lot identif ication and production records to facilitate traceability and, where
appropriate, we retain samples and maintain reco rds to support post-sale review and handling of
customer feedback; and (vi) ongoing evaluation and non-conformance management, and, in the
event of any failure to meet our internal guideline s and policies, we require t imely investigation and
rectification and may suspend further orders, reje ct the relevant products, require remedial actions
and enhanced supervision, and, where the circumst ances warrant, cease to work with the relevant
OEM supplier. We maintain long-term relation ships with our OEM suppliers. During the Track
Record Period, we did not experience any failure by our OEM supplier to meet our internal
guidelines and policies that might caus e to cease our business relationship.
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The following table sets forth the breakdown of the production volume attributed to our
internal production and OEM production during the Track Record Period:
Year ended December 31,
2023 2024 2025
kilotons % kilotons % kilotons %
Internal production 33.4 83.6 54.3 90.1 56.7 91.5
OEM production 6.6 16.4 6.0 9.9 5.3 8.5
Total 39.9 100.0 60.3 100.0 62.0 100.0
The salient terms of the agreements with our r epresentative OEM supplier are set forth as
below:
. Term. We enter into an agreement with a term of three to four years.
. Rights and Obligations of Parties Involved. We shall specify the production volume,
product type, delivery schedule and logistics arrangement.
. Minimum Production Volume. The agreement generally sets forth a specified minimum
production volume for each production order. We shall be liable for any excessive
production wastage if the production order falls below the specified minimum, while the
OEM supplier shall be responsible for excessive wastage if the production shortfall is
caused by equipment failure, power outage or other reasons attributable to the OEM
supplier.
. Pricing. The price of the production is determined by the production volume.
. Warehousing and Logistics. We shall deliver raw materials, auxiliary materials and
packaging materials to the location designa ted by the OEM supplier at our own expense.
. Termination. Unless otherwise agreed by the parties, neither we nor the OEM supplier
may terminate the order or reduce its amount without providing at least prior notice.
SUPPLY CHAIN MANAGEMENT
Our procurement team is mainly responsible for purchasing raw materials, seasoning and other
auxiliary materials, packaging materials, equipmen t and accessories, office supplies, labor protection
products and other supplies that are necessary for our production. The procurement team
coordinates with our production team, preparing a procurement list based on the production team’s
plans, annual budgets and market price for raw materials.
Raw Materials
Our raw materials primarily include plums, p runes, fresh fruits and konjac, among others.
Seasoning and other auxiliary materials such as s alt and sugar are also used in our production. We
set stringent standards to selec t suppliers and effective mechani sms to monitor their performance,
enabling us to reduce production costs and ensure production quality. In addition, to effectively
manage the procurement costs, we maintain stro ng connections with our upstream plum suppliers.
During the Track Record Period, our gross profit m argins were adversely affected by increases in the
prices of certain key raw materials, including plums, prunes and sugar. However, we procure plums
in eight major plum sourcing regions — Fujian, Gu angdong, Guangxi, Yunn an, Sichuan, Zhejiang,
Anhui and Jiangsu — in China, and thus remain res ilient against price volatility or disruption in
supply. According to Frost & Sullivan, Fujian, has an annual plum output of approximately 200 kt,
benefited from a warm, humid climate and fertile soil conducive to premium-quality plums, and
supported by a mature industrial foundation for large-scale processing. There are about 43,000
specialized farmers’ cooperatives in Fujian. Guangdong has annual plum output at around 200 kt,
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benefited from abundant rainfall and a robust industrial chain to cultivate large-sized, high-quality
plums with strong geographic branding. There are ab out 60,000 specialized farmers’ cooperatives in
Guangdong. Guangxi and Yunnan each produce around 100 kt of plums annually, receiving
government policies fostering specialty industr ies and benefited from high-altitude ecological
advantages that enhance plum qua lity. There are about 60,000 specialized farmers’ cooperatives in
Guangxi and about 70,000 cooperatives in Yunnan. Sichuan and Zhejiang, each with an annual
output of approximately 50 kt, capitalize on tradi tional fruit-growing expertise and integrated
planting-processing systems, resulting in consi stently shaped, aromatic plums. There are about
110,000 specialized farmers’ cooperatives in Sich uan and about 42,000 cooperatives in Zhejiang.
Anhui and Jiangsu, with annual plum output of around 30 kt and 20 kt, place emphasis on regional
brand development, advanced processing technologies and higher-value-added products, thus
fueling the plum cultivation in eastern China. There are about 115,000 specialized farmers’
cooperatives in Anhui and about 53,000 cooperati ves in Jiangsu. Furthermore, according to Frost &
Sullivan, all these major plum-sourcing provinces have implemented policies facilitating the plum
cultivation by local farmers and sp ecialized farmers’ cooperatives.
During the Track Record Period, the total procurement from our top five plum suppliers
amounted to RMB26.0 million, RMB30.8 millio n and RMB43.6 million in 2023, 2024 and 2025,
respectively. We had a total of 260, 328 and 361 specialized farmers’ cooperatives and plum farmers
during the same years. Our plum suppliers mainly comprised individual farmers and specialized
farmers’ cooperatives in major plum sourcing regio ns, which represented the collective interests of
groups of farmers.
The salient terms of our procurement agreement with upstream plum suppliers are set forth as
below:
. Term. We typically enter into a procurement agreement with plum suppliers with a term of
about one year.
. Product Quality. Under our procurement agreement, plum suppliers are required to
deliver plums that meet the specified size and quality requirements on the same day they
are harvested.
. Delivery. Plum suppliers are responsible for the logistics and shall deliver plums to the
place designated by us.
. Payment. We make the payment after accepting the delivery.
. Exclusivity. During our contractual term, plum su ppliers are prohibited from providing
plums to other purchasers.
. Anti-corruption and Anti-bribery . We attach the Fair Trade Commitment Letter to every
procurement contract, requiring our suppliers to refrain from any forms of bribery or
corrupt conduct that may be deemed unfair business practices.
We also maintain strong control over the prune supply chain, by sourcing premium-quality
prunes at competitive prices directly from the wor ld’s leading prune farms in regions such as Chile
and France. This direct procurement model enables us to maintain consistent supply for our
production needs cost-efficiently. When selectin g prune suppliers, we deploy specialized personnel to
these farms to conduct on-site inspections and select only the highest-quality prunes that meet our
stringent standards for production. Additionally, our large and stable procurement volume,
combined with our strong brand recognition in the industry, positions us as a preferred partner for
prune suppliers. These suppliers are thus willin g to offer us superior quality prunes at more
competitive prices due to the reliability of our purc hasing agreements and the prestige associated
with our brand.
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We procure sugar and salt from major domestic suppliers based on the market price, effectively
mitigating supply shortage risks. Our procureme nt team adopts a dynamic approach, formulating
and adjusting annual procurement plans based on thorough assessments of our production schedules
and supply lists. This allows us to align our ra w material needs with production demands.
Additionally, our strong partnerships with reputab le suppliers enable us to secure favorable terms,
including pre-negotiated price ranges, which shie ld us from short-term price fluctuations in the raw
materials market. We typically enter into a shor t-term purchase agreements with our auxiliary
material suppliers, which generally have a term of two or three months. Under our procurement
agreements, our suppliers are typically responsi ble for delivering the materials to the location
designated by us, using the delivery methods meeting the specified requirements in the agreement.
We also specify the product quality for any auxilia ry materials and hold suppliers liable for any
product liability claims attributable to auxiliary materials’ quality issues.
To uphold the quality of these auxiliary inputs , we implement rigorous supplier selection and
evaluation protocols, ensuring that only those meeting our stringent standards for quality and
reliability are approved. Comprehensive and regular quality inspections are conducted to verify that
the sugar and salt sourced meet our precise producti on requirements, safeguarding the integrity of
our finished products. We establish long-term agreements with key suppliers, further enhancing our
ability to maintain stable procurement costs and high-quality standards.
Packaging Materials
Our packaging materials primarily include p ackaging bags and thin packaging films. We
procure these materials primarily from reliable third-party suppliers in China. We enter into the
procurement agreements with them, typically for a term of one year, and our packaging material
suppliers provide packaging materials based on our specified packaging designs. These agreements
outline price terms and purchase volumes, and we p lace orders based on our production needs. Our
procurement team has implemented a stringent sel ection mechanism sorting out qualified suppliers,
ensuring that our packaging materials comply with relevant laws and regulations relating to the food
safety and product quality, as well as our own standards set by our production team. In the event of
significant price fluctuations in these packaging materials, we would promptly look for alternative
suppliers, ensuring a stable supply of qualified r aw materials. Our rigorous selection approach and
adaptive supply chain underpin our commitment to delivering safe, high-quality products to
consumers. During the Track Record Period, we did not experience any significant shortage of raw
materials and packaging materials supplies, and the raw materials and packaging materials provided
by our suppliers did not have any significant quality issues.
Our Major Suppliers
Our major suppliers primarily comprise raw material suppliers, production equipment
suppliers, packaging material s uppliers and manufacturing serv ice providers. During the Track
Record Period, purchase amount from our five la rgest suppliers in each year accounted for 16.9%,
14.5% and 14.7% of our total purchase amount for the respective year. During the Track Record
Period, purchase amount from our largest supplie r in each year accounted for 5.0%, 5.1% and 3.9%
of our total purchase amount for the respective year. Our largest supplier in 2023 and 2024 sold
sugar to us.
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The following tables set forth details about our five largest suppliers in each year during the
T r a c kR e c o r dP e r i o d :
Year ended December 31, 2023
Supplier Background
Products/
services provided
Purchase
amount
% of total
purchase
amount
Year of
commencement of
business relationship
(RMB in
thousand)
Supplier A Sugar supplier in Yunnan, China Sugar 50,086 5.0% 2019
Supplier B A company listed on Shanghai Stock
Exchange, specializing in sugar
manufacturing, sugar import, port
sugar refining, sugar sales and trade in
the domestic market, sugar
warehousing and logistics
Sugar 32,328 3.2% 2020
Supplier C A prune supplier in Chile Prunes 29,271 2.9% 2022
Supplier D A supplier of packaging materials for
food industry, located in Huangshan,
China
Packaging materials 29,065 2.9% 2013
Supplier E A manufacturer of snack food and
beverages, located in Hefei, China
Manufacturing services 28,638 2.9% 2019
Total 169,388 16.9%
Year ended December 31, 2024
Supplier Background
Products/
services provided
Purchase
amount
% of total
purchase
amount
Year of
commencement of
business relationship
(RMB in
thousand)
Supplier A Sugar supplier in Yunnan, China Sugar 62,436 5.1% 2019
Supplier D A supplier of packaging materials for
food industry, located in Huangshan,
China
Packaging materials 36,644 3.0% 2013
Supplier F A packaging material and printing service
supplier, located in Hangzhou, China
Packaging materials 26,896 2.2% 2013
Supplier B A company engaged in sugar
manufacturing, sugar import, port
sugar refining, sugar sales and trade in
the domestic market, sugar
warehousing and logistics
Sugar 26,100 2.1% 2020
Supplier G A prune supplier in Chile Prunes 25,832 2.1% 2022
Total 177,908 14.5%
Year ended December 31, 2025
Supplier Background
Products/
services provided
Purchase
amount
% of total
purchase
amount
Year of
commencement of
business relationship
(RMB in
thousand)
Supplier G A prune supplier in Chile Prunes 56,924 3.9% 2022
Supplier H A food ingredient and additive supplier
located in Shanghai, China
Auxiliary materials 48,771 3.4% 2023
Supplier D A supplier of packaging materials for
food industry, located in Huangshan,
China
Packaging materials 40,687 2.8% 2013
Supplier I A prune supplier in Chile Prunes 37,437 2.6% 2018
Supplier C A prune supplier in Chile Prunes 28,678 2.0% 2022
Total 212,497 14.7%
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As of the Latest Practicable Date, none of o ur Directors, their associates or any of our
shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued
share capital) had any interest in any of our five largest suppliers.
Warehousing and Logistics
During the Track Record Period and as of the Latest Practicable Date, we operated our own
warehouse to store raw materials, work-in-progress and finished products. In addition, we also
leased a third-party warehouse to store finished products in preparation for peak seasons. During
the same period, the majority of our product transportation was provided by independent
third-party logistics service providers. We typi cally enter into service agreements with logistics
service providers with competent qualification, service ability and competitive price. Under our
standard agreements with our log istics service providers, we require them to promptly deliver our
products to designated customers. The risks relating to the transportation and delivery of our
products are transferred to the logistics service providers once they confirm receipt of the products
to be delivered.
Inventory Management
Our inventory turnover days were 181.7 days , 167.7 days and 198.2 days in 2023, 2024 and
2025, respectively. We regularly conduct on-site inspection distributors’ inventory level, enabling us
to monitor real-time inventory levels, facilitating o ur production planning and effectively mitigating
risks of overstocking or shortages. In addition, we dispatch designated personnel to conduct random
on-site inventory audits at distributor locations . These in-person inspections serve to verify the
authenticity of reported inventory levels while providing valuable insights into market sales trends
and inventory turnover efficiency.
FOOD SAFETY AND QUALITY CONTROL
Food safety and product qualit y is our top priority. Building on the requirements of ISO 22000
and HACCP, we identify and evaluate food safety risks in each stage of production. We establish
critical control points, develop corresponding control measures and monitoring procedures, and
have achieved the globally recognized FSSC 22000 certification in October 2024 to standardize food
safety management across our supply chain. We h ave established a dedicated quality assurance
center with specialized teams for quality plannin g, quality engineering and supplier management.
The testing center has received CMA and CNAS certi fications and produces authoritative testing
reports that facilitate continuou s improvement in our quality management practices. During the
T r a c kR e c o r dP e r i o d ,w ed i dn o te x p e r i e n c ea n ymaterial incidents of food safety and product
quality problems.
Raw Material Quality Control
We have implemented a rigorous, multi-layered s upplier selection and evaluation process to
ensure the quality of our raw materials. We also c onduct sample testing with a 100% sampling rate
each year and perform annual reviews to continuously monitor our suppliers’ performance. Only
those suppliers who meet all our requirements are in cluded on our approved supplier list. Each batch
of raw materials delivered to our facilities undergoes stringent inspections be fore being accepted into
inventory. Our testing team conducts evaluation s on whether the sensory, physicochemical and
microbiological indicators of the raw materials meet both national regulatory requirements and our
internal procurement standards, covering, am ong others, food safety metrics, nutritional
components and accurate packaging labels.
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Production Process Quality Control
We strictly adhere to GMP and SSOP standard s in our production facilities, following
standardized production processes and operating procedures. To prevent cross-contamination, we
closely regulate temperature, humidity and cl eanliness in our worksh ops. Guided by the HACCP
system, we identify critical control points such as sterilization temperature and metal detection,
record real-time data, and use automated alarms as necessary. We also employ intelligent production
equipment, including intelligent vision sorting machines, combination dynamic scales and fully
automated filling lines, to enhance product quality. To ensure compliance wit h relevant regulations
and our internal standards, we establish multipl e checkpoints throughout the production process
and conduct both regular and random hygiene inspections focused on critical factors such as
temperature, pressure and timing. Any non-confo rming products are immediately discarded, and
each incident is recorded for root-cause analysis and ongoing improvements to our quality control.
In addition to these technical procedures, we emphasize the importance of our employees in
maintaining a safe and consisten t production process. Employees a re required to maintain proper
personal hygiene, pass health examinations befo re employment, and follow strict sanitation and
dress code protocols. We also provide regular train ing on topics including quality control and food
safety to reinforce professional knowl edge and foster increased awareness.
Product Returns and Product Recalls
In accordance with our non-conforming product control procedure and product recall control
procedure, we regularly inspect products and manage any non-conforming items through testing and
disposal. If unsafe or potentially unsafe products are found to have been delivered to customers, the
relevant department will formulate a product recall plan promptly to recall the products and
categorize them based on the level of hazard. For emergency incidents, we have established reporting
and handling procedures, and we provide at leas t one food safety-related training annually to
relevant employees. During the Tr ack Record Period and up to the Latest Practicable Date, we did
not have any product recalls.
COMPETITION
According to Frost & Sullivan, the snack food industry in China is highly competitive. Several
segments within the snack food industry present g reat market opportunitie s. According to Frost &
Sullivan, the market size of the fruit snack indust ry in China by retail sales value increased from
RMB37.8 billion in 2020 to RMB52.0 billion in 2024 a t a CAGR of 8.3%, and is expected to further
reach RMB78.0 billion in 2029, with a CAGR of 8.6%. On the other hand, sour-flavored products,
particularly plum-based products, have been grow ing rapidly, primarily due to the evolving market
demand for products made with natural ingredie nts. We believe our brand recognition, product
development ability, sales chann el management ability and product ion and quality control ability
enable us to compete effectively against our comp etitors. According to Frost & Sullivan, in 2024 we
ranked first in China’s fruit snacks industry, with a market share of 4.9%. See ‘‘Industry Overview.’’
SEASONALITY
The supply and demand for our products is subject to seasonal variations during harvest
periods of key raw materials, holidays and majo r shopping events. Our primary raw materials,
including plums, prunes and other fruits, are highl y seasonal in nature. During the harvest season for
plums, typically from late spring to early summer, we procure a substantial quantity of plums
sufficient for our annual production. In addition to the seasonal procurement, we experience
pronounced sales peaks during major holiday seasons and shopping events, such as Chinese New
Year, the 618 Shopping Festival and Double Eleven. These events lead to a surge in consumer
demand for our products, necessitating increased p roduction and the stockpiling of work-in-progress
and finished goods in advance. As a result, our inven tory levels for finished products, tend to rise
leading up to these periods.
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INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we registe red 42 invention and utility model patents, 40
trademarks and 77 copyrights that are material to our business operations in China. See ‘‘Appendix
VI — Statutory and General Information — B. Fu rther Information about Our Business — 2.
Intellectual Property Rights of Our Group’’ for mo re details of our material intellectual property
rights. We seek to protect our intellectual property rights by registration of patents, trade secret
protection and confidentiality agreements execu ted with core employees and other third parties,
among others. As of the Latest Practicable Date, we did not have any outstanding material
proceedings in connection with infringement of intellectual property rights sued by any third party.
We were not aware of any threatened material procee dings or claims relating to intellectual property
rights against us.
INFORMATION TECHNOLOGY
Our key information technology sy stems primarily include: (i) e nterprise resource planning
(‘‘ERP’’) system to centralize and streamline our core business operations, encompassing
procurement, production, inventory management, sales and financial auditing; (ii) customer
relationship management (‘‘ CRM’’) system that integrates marketing, sales and service processes,
establishing an effective marketing management system and coordinating multichannel marketing
activities; (iii) office automation (‘‘ OA’’) system optimize our daily operation processes including
document sorting, process verification and huma n resources management; and (iv) cloud service
system to facilitate the communications with our customers and among our staff. During the Track
Record Period and up to the Latest Practicable Date, we had not experienced any information
technology system failure or downtime that had a material adverse effect on our business operations.
DATA PRIVACY AND SECURITY
In the course of our business operations, we may e ncounter certain personal data pertaining to
our end consumers, such as end consumers’ order information such as shipping addresses, contact
details, transaction records and payment data. More over, through collaborations with retailers and
distributors, we may access additional informati o nr e l a t e dt oo u re n dc o nsumers. We recognize the
importance of safeguarding personal data and ar e committed to handling all such information
responsibly and in accordance with applicable data protection laws. As confirmed by our PRC Legal
Advisor, we had complied with all applicable la ws and regulations relating to data privacy and
security during the Track Record Period and up to the Latest Practicable Date.
We have implemented a series of data protect ion policies and measures to ensure our
compliance with applicable laws and regulations re lating to personal data protection, sourcing,
storage and usage. Specifically: (i) we have develope d and publicly posted our privacy policies across
our official website, mobile applications, and online s tores. These policies cle arly outline the types of
personal data we collect, explain how and why such data is gathered, and specify the purposes for
which it is utilized; (ii) we process personal infor mation in strict adherence to specific and lawful
purposes, ensuring that our activities remain limited to the minimal scope necessary for achieving
those purposes. Additionally, we do not independently engage in automated decision-making or
algorithm-based recommendations; (iii) we prompt ly inform our customers whenever their personal
data is transmitted to third parties, providing det ails such as the identities of those parties, their
contact information, the types of personal data i nvolved, and the specific purposes behind the data
transmission; and (iv) we store certain personal information of our customers only for the limited
time necessary to support our business operations, s u c ha sp r o v i d i n gl o g i s t i c ss e r v i c e sa n dt r a c k i n g
orders. Furthermore, we have informed our customers that, upon their request through customer
services, we may desensitize their personal information.
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EMPLOYEES
As of December 31, 2025, we had 1,917 full-time employees. The following table sets forth a
breakdown of our employees by employee function as of the same date:
Employee Function
Number of
Employees Percent (%)
Sales and Marketing 399 20.8
Administration and Management 147 7.7
R&D 29 1.5
Production 1,342 70.0
Total 1,917 100.0
We have not experienced any significant labor disputes which have adversely affected or are
likely to have adverse effects on our business oper ations. We believe we have maintained a good
relationship with our employees and we did not h ave any material labor dispute during the Track
Record Period and up to the Latest Practicable D ate. During the Track Record Period, we did not
make adequate contributions and failed to make 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, see ‘‘— Licenses, Approvals and Permits — Non-compliance — Inadequate and
Third-Party Payment for Social Insurance and Housing Provident Funds.’’
INSURANCE
Our primary insurance policies i nclude property insurances covering accidental loss for some of
our fixed assets and employer liability insurance . Our Directors believe that our insurance coverage
is in line with industry practice and standar d business practices of relevant countries.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ESG Governance
We have established a three-tier environmen tal, social and governance (ESG) governance
structure, comprising of the Board, an ESG workin g group and an implementation level. The Board
holds ultimate responsibility for the ESG strategy and reporting. It monitors and approves our ESG
and climate-related management polic ies, strategies, targets and annual work, and regularly reviews
and monitors performance and p rogress towards our ESG targets. The Board also conducts an
annual review of our ESG policies to ensure their effectiveness and to foster a culture aligned with
our core ESG values. The Directors regularly attend ESG training to enhance their knowledge of
ESG governance. Our ESG working group, consisting of the chairman of the Board and senior
management and with a solid understanding of current ESG issues and our business, will report
directly to the Board on ESG matters. Key respo nsibilities of our ESG working group primarily
include: (i) regularly assess ESG risks in accordan ce with applicable laws, regulations and policies,
and implement mitigating measures t o ensure our ESG responsibilities a re fulfilled; (ii) monitor local
environmental, social and climate changes in the re gions where we operate and take timely measures
to mitigate risks during our daily business oper ations; (iii) collect, understand and respond to
stakeholders’ opinions on significant ESG matters th rough appropriate channels; and (iv) routinely
prepare ESG reports, report to th e Board on our ESG performance and the effectiveness of our ESG
policies, and provide recommendat ions to the Board on ESG matters.
Materiality Assessment
A materiality assessment has been conducted to gain a deeper understanding of our
stakeholders’ needs and expectations. We have engaged an independent ESG consultant to assist
in conducting a materiality assessment in accord ance with Appendix C2 of the Main Board Listing
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Rules of the Stock Exchange. This involves a questionnaire to gather stakeholders’ concerns and
expectations, which helped us determine mater ial issues. The materiality assessment process
primarily include: (i) identify potential material ESG issues that may impact o ur business or related
parties based on our development; (ii) invite st akeholders (Directors, senior management,
employees, suppliers and partners) to participate in the questionnaire to express their concerns on
each potential material issue; (iii) analyze the results from the questi onnaire and prioritize potential
material issues; and (iv) review and confirm the material issues by the management for further
actions and disclosures.
Based on the results of our materiality assessme nt, the following topics have been identified as
highly material: product quality and safety, product health and nutrition, anti-corruption, business
ethics, waste management, compliance operations, occupational health and safety, employee rights,
and intellectual property protection. We remain committed to upholding the highest standards in
these areas by strictly complying with all applicable laws and regulations, maintaining robust quality
and food safety management systems to deliver safe, reliable and high-quality products, using
natural ingredients to offer healt hier and functional options, imple menting effective anti-corruption
and business ethics framework s, responsibly managing waste to minimize environmental impact,
ensuring occupational health and safety, providing competitive remuneration, benefits and training
to support talent retention and development, and pr oactively safeguarding our intellectual property
rights.
Environmental and Social Issues
Energy and Emission Management
We formulated the energy conservation and re sources management guidelines. The energy
sources consumed by us primarily include electricity, light diesel and natural gas. We have
implemented measures to reduce energy consumption and greenhouse gas (GHG) emissions,
including: (i) set and manage the temperature and operating time of air conditioners, and control
and maintain their operational status; (ii) manage the lighting schedules in each department to avoid
unnecessary long-term lighting; (iii) record and co llect data on the consumption of electricity, fuel
and gas; (iv) ensure that all energy and resources suppliers have appropriate qualifications in line
with our related-party environmental aspects ma nagement procedure; and (v) evaluate the energy
consumption performance and environmental requirements of new equipment during the
procurement process.
Water Management
We implement measures to conserve water, enha nce water efficiency and manage the treatment
and discharge of sewage, including: (i) regularly c heck the operating status of the water pipelines and
promptly repair any leaks; (ii) regularly insp ect water supply systems and equipment such as
submersible pumps and fans at sewage treatment s tations to ensure their normal operation; (iii)
reasonably limit the discharge volume of circulating w ater to control water consumption; (iv) strictly
prohibit the disposal of oil products, chemical waste liquids, residua l oil, leftover food and
phosphorus-containing detergents into the pipe network; and (v) conduct external monitoring of
wastewater discharge and implement corrective and preventive measures in the event of any
abnormalities.
Waste Management
We are committed to minimizing waste generati on and enhancing disposal and recycling
practices across our offices and factories in accordance with our solid and hazardous waste
management guidelines. We strive to reduce pollu tion and promote responsible and sustainable
consumption by strictly complying with applicable laws and regulations, adopting the principles of
reduce, detoxify and utilize for solid waste, correct ly classifying and storing all waste types in line
with the National Hazardous Waste List and our int ernal classification ta ble, maintaining clear
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signage and secure leak-proof containers with prompt spill response, conducting regular cleaning
and scheduled collections, and engaging qualified p rofessional units for the safe transshipment and
recycling of hazardous waste.
Use of Sustainable Packaging Materials
We attach great importance to packaging development and management and are committed to
promoting sustainable packaging through lightwe ighting and enhanced recyclability. We optimize
packaging structures from the design stage by adopting advanced materials, such as high-stiffness PE
to reduce thickness and VMCPP to decrease film laye rs, thereby lowering pla stic consumption, while
strengthening the compressive resistance of pape r barrels to reduce paper and carton usage. Over
80% of our inner soft packaging (by SKU) and all hard plastic packaging and shipping cartons
utilize recyclable materials, primarily PP and PE pla stics. We have established a target to reduce the
intensity of non-recyclable materials by 5% within ten years, with 2024 as the base year.
Metrics
Outlined below are the key environmental perfo rmance indicators for our offices, production
plants and plum farms. Our GHG inventories are co nducted in accordance with the ‘‘How to Prepare
an ESG Report — Appendix 2 : Reporting Guidance on Environmental KPIs’’ published by the
Stock Exchange.
Year ended December 31,
2023 2024 2025
GHG emission
Scope 1 (Direct emission) (tCO 2e)(1) 2,022.48 1,171.17 1,118.41
Scope 2 (Indirect emission) (tCO 2e)(2) 7,490.39 10,395.00 11,819.32
Total GHG emission
(Scopes 1, and 2) (tCO 2e) 9,512.87 11,566.17 12,937.72
Total GHG emission intensity (tCO 2e/million
RMB revenue) 7.20 7.16 7.56
Resources Consumption
Electricity consumption (kWh) 13,934,108.47 19,324,593.43 21,962,243.00
Electricity intensity (kWh/million RMB
revenue) 10,539.84 11,958.15 12,837.93
Water (m
3) 461,623.00 614,398.36 536,438.00
Water intensity (m 3/million RMB revenue) 349.17 380.19 313.57
Gasoline (L) 187,417.41 184,903.05 175,179.30
Diesel oil (L) 154,882.29 165,602.26 135,822.17
Natural gas (m
3) 510,600.00 109,644.00 133,070.00
Liquefied Petroleum Gas (kg) 1 ,140.00 1,140.00 1,280.00
Waste
Non-hazardous waste (kg) 27,330.00 27,513.00 27,442.00
Non-hazardous waste intensity (kg/million
RMB revenue) 20.67 17.03 16.04
Notes:
(1) Direct GHG emissions from sources controlled or o wned by us, including fossil fuel combustion from both
stationary and mobile sources, as we ll as refrigerant gas leaks, are categorized as Scope 1 emissions.
(2) Scope 2 emissions are indirect and primarily aris e from the consumption of purchased electricity.
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In 2024, our GHG emission intensity as well as electricity and water usage intensities were 7.16
tCO2e per million RMB of revenue, 11 ,958.15 kWh and 380.19 m 3 per million RMB of revenue,
respectively, which were lower than the peer average of 27.78 tCO 2e per million RMB, 25,229.68
kWh and 606.76 m 3 per million RMB of revenue, respectively.
Targets
We have established environmental goals aime d at reducing our GHG emissions, electricity
consumption and water consumption. We aim to redu ce total GHG emission intensity, electricity
consumption intensity and water consumption intensity by 10% each within ten years, with 2024 as
t h eb a s ey e a r .
Climate Change
The Board holds full responsibility for overseei ng climate-related management. We prioritize
climate change management and are fully aware o f the physical risks posed by shifting climate
patterns and extreme weather events, as well as the transition risks associated with the move towards
a low-carbon economy. To address these challenges , we have identified and evaluated climate risks
and opportunities across short-term (within thr ee years), medium-term (three to ten years) and
long-term (over ten years) horizons.
The following table sets forth the main physical risks identified and our response measures:
Risk type
Potential risks
(timeframe;
risk level)
Potential impacts on business, strategy
and finance Response measures
Acute
physical risk
Flood/Cyclone
(short term;
low risk)
. Extreme weather poses risks to
green plum growth, potentially
causing supply shortages and
higher costs.
. Food supply chain disruptions
and damage may drive up costs.
. Adverse weather may hinder
employee commuting, disrupting
operations.
. Buildings, equipment, and assets
are at risk of weather-related
damage.
. Maintain orchard drainage by
cleaning ditches regularly to
ensure adequate capacity.
. Broaden the product range to
minimize the impact of green
plum yield fluctuations on
operations.
. Regulate raw material supply
processes and establish related
policies to ensure food safety.
. Develop safety measures and
emergency plans to protect
employees.
. Diversify the sources of supply
chain to strengthen resilience.
. Build on higher ground and
adhere to strict construction
standards.
Chronic
physical risk
Extreme temperature
(long term; low risk)
. Warm winters reduce green plum
yields, which may affect the
supply of plum.
. Infrastructure may face damage
or reduced lifespan due to
extreme heat.
. Use artificial pollination to
reduce the effects of extreme
temperatures on yields.
. Install energy-efficient cooling
systems to maintain
infrastructure temperatures.
Water scarcity (long
term; low risk)
. Winter drought may threaten
green plum yields, which may
affect the supply of plum.
. C l i m a t ec h a n g ew o r s e n sw a t e r
scarcity, which may affect supply
and increase cost.
. Use manual irrigation to combat
the impact of drought on yields.
. Implement water-saving
measures to reduce usage,
manage costs, and address water
shortages.
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The following table sets forth the main transitio n risks identified and our response measures:
Risk type
(timeframe; risk level)
Potential impacts on business,
strategy and finance Response measures
Policy and regulatory risk
(medium to long term;
low risk)
. With stricter global climate
regulations, we need to
comply with more rigorous
climate related guidelines.
. Non-compliance with
regulations may affect
business operations.
. Monitor policy and
regulatory changes, ensure
compliance, and mitigate
risks.
. Incorporate environmental
factors into the Company’s
long-term planning.
Technological risk
(medium to long term;
medium risk)
. Implementing low-carbon
upgrades may increase costs.
. Upgrade to low-carbon
technologies, such as green
factories to improve energy
efficiency and reduce costs.
Reputational risk
(medium to long term;
low risk)
. Investors and stakeholders
demand transparency in
climate-related information,
and delays or incomplete
disclosures may impact
financing.
. Increase transparency through
enhanced climate information
disclosure.
Market risk (medium to
long term; low risk)
. Customers prioritize
sustainability and favor
low-carbon businesses;
failure to adjust strategies
c o u l dl e a dt oal o s so f
market share.
. Develop sustainable
strategies, strengthen
environmental governance,
and boost eco-investment to
meet customer expectations.
Society
We strictly comply with the Labor Law of the People’s Republic of China ( 《中華人民共和國勞
動法》) and the Law of the People’s Republic of China on Labor Contracts ( 《中華人民共和國勞動合
同法》) and other labor-related laws and regulations . We recruit employees in accordance with the
principles of openness, transparency, equal comp etition and merit-based selection as stipulated in
our employee handbook. As of December 31, 2025 , we had a total of 1,917 employees, with 57%
being male and 43% female.
New employees must pass our verification of educa tional qualification, professional experience
and other relevant information, after which we si gn a formal employment contract specifying the
rights and obligations of both parties and other nec essary information. We prohibit child and forced
labor.
Employee Training and Development
We regard our employees as our most valuabl e assets and are committed to their long-term
development and well-being. We offer comprehensive training through diverse platforms, including
new employee programs, job skills enhancement, mana gerial development, qua lification training and
on-the-job academic programs, supported by annual training needs assessments and the Liuliumei
Business School for internal talent cultivation, consulting services and external training to suppliers
and franchisees, alongside a structured monthly, semi-annual and annual performance appraisal
system and dual administrative and professional career paths to support promotions and continuous
improvement. We implement an incentive-based r emuneration system and comprehensive welfare
benefits aligned with operating conditions, industry standards and individual performance, while
upholding stringent occupational health and safety standards through robust policies, mandatory
safety training, risk assessments, hazard identification, position-specific operating procedures and
regular inspections to prevent accidents and ensure a safe working environment.
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PROPERTIES
Our headquarters office is located in Wuhu, Anhui Province, the PRC. We own and lease
properties in China. As of the Latest Practicable Date, all of our production plants were located in
Chinese Mainland. As of December 31, 2025, none of the properties held or leased by us had a
carrying amount of 15% or more of our consolidated total assets. According to section 6(2) of the
Companies (Exemption of Companies and Prospect uses 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 21 properties in China with an aggregate floor
area of approximately 288,042.0 sq.m. for which we obtained the relevant title certificates, which
were primarily used for production and office purposes. As of the Latest Practicable Date, we also
obtained the land use right for 29 parcels of lan d with a site area of 736,256.7 sq.m. for which we
obtained the relevant title certificates, which we re primarily used for production purpose. As of the
same date, we also obtained the contracted management right ( 承包經營權)f o ro n ep a r c e lo f
collectively-owned land ( 集體土地) with a site area of 272.00 mu. In addition, on January 15, 2025,
we entered into a state-owned construct ion land use right assignment agreement ( 國有建設用地使用
權出讓合同) with the local government authority, pursuant to which we are entitled to the land use
right to a parcel of land located in Wuhu, Anhu i, with a site area of 12,003.91 sq.m. upon full
payment. As of the Latest Practicable Date, we h ad made full payment of the land grant fee for the
s t a t e - o w n e dc o n s t r u c t i o nl a n du s er i g h tw i t ha narea of 12,003.91 sq.m. located in Jinghu District,
Wuhu City and were in the progress of obta ining relevant title certificates.
We did not obtain the relevant title certificate s for certain of our owned properties in Fujian. In
addition, we commenced the production at our plum processing facility for sun-drying and pickling
in Guangxi without completing the filing o f the inspection and acceptance check ( 竣工驗收備案)w i t h
relevant authorities. In Fujian, we began utilizing a b uilding for employee dormitory and cafeteria
purposes prior to completing the filing of final inspection and acceptance check with relevant
authorities. As of the Latest Practicable Date , we had completed the acceptance check and had
obtained title certificate for the said facilities in Fujian. See ‘‘— Licenses, Approvals and Permits —
Non-compliance — Title Defects of the Plum Sorti ng Facility and Sun-drying Facility in Fujian,’’
‘‘— Licenses, Approvals and Permits — Non-comp liance — Incomplete Acceptance Check for the
Plum Processing Facility in Daxin, Guangxi ’’ and ‘‘— Licenses, Approvals and Permits —
Non-compliance — Incomplete Acce ptance Check for Employee Dormitory in Fujian,’’ respectively.
Leased Properties
As of the Latest Practicable Date, we leased 20 properties in China with an aggregate floor area
of 5,608.99 sq.m., which were primarily used as offi ces and employee dormitories. For details about
title defects and inconsistent usage in relation to our leased properties, see ‘‘— Licenses, Approvals
and Permits — Non-compliance — Title Defects and I nconsistent Usage of Leased Properties.’’
LICENSES, APPROVALS AND PERMITS
In accordance with the laws and regulations i n the jurisdictions in which we operate, we are
required to obtain various licenses and regulatory approvals to operate our business. See
‘‘Regulatory Overview.’’ As of the Latest Practicable Date, save as disclosed below, we obtained
all necessary licenses that are material to our bus iness operations from the relevant government
authorities and such licenses are valid and subsis ting. Our Directors do not expect any impediment in
the renewal of our licenses.
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Non-compliance
Incomplete Acceptance Check for the Plu m Processing Facility in Daxin, Guangxi
We commenced the production at our plum proces sing facility in Guangxi without completing
the filing of the inspection and acceptance check ( 竣工驗收備案) and other required procedures with
relevant authorities because we are still in the proc ess of constructing other ancillary facilities on the
same site. The plum processing facility in Guan gxi is involved in the construction of multiple
facilities in different phases, and our original plan w as to construct ancillary facilities for fire safety
and complete the acceptance check once all facilitie s were constructed. After constructing certain
production facilities, we commenced production in response to the rising consumer demand. This
production arrangement addressed the immediate mar ket needs and alleviated production shortages.
The remaining ancillary facilities were scheduled to be constructed in accordance with our overall
construction plan. During the COVID-19 pandemic , recurring outbreaks and heightened investment
risks prompted us to revisit our remaining ancillary facilities’ construction plans. As a result, the
construction of several ancillary facilities in Guangxi , including the planned fi re safety infrastructure
at our plum processing facility, was deferred. As of the Latest Practicable Date, we had completed
the construction of the fire safety infrastructu re and we were in acceptance check process. We have
completed the construction of ancillary facilit ies. This facility was estimated to account for
approximately 4% of our total owned properties as of the Latest Practicable Date. According to
Regulations on the Administration o f Quality of Construction Works ( 《建設工程質量管理條例》),
for construction projects that have not completed a cceptance check and are delivered for use without
authorization, the relevant competent authorities shall order rectification and impose a fine of not
less than 2% and not more than 4% of the contract p rice of the project. The maximum fine that can
be imposed upon us due to our operations without the acceptance check is RMB651,100. We put this
facility into operation, which is mainly used for th e certain steps of the preliminary processing of our
dried plum snacks, including pickling and sun-dr ying. We then transfer these work-in-progress to
our production plants for producing the finished goods. We have conducted interviews with relevant
competent authorities, which confirmed that they will not order us to suspend our current operations
and production on the facility, and will not impos e administrative penalties on us for the failure to
complete the acceptance check and other required procedures. The relevant competent authorities
further confirmed in the interview that there i s no material impediment for us to complete the
acceptance check and other required procedures to obtain the title certificate once we finish the
construction of the ancillary facilities on the sa me site, as we had obtained all the other required
approvals.
According to the Certificate issued by the relevant competent authority, this plum processing
facility is a project formally accepted by our Bureau for filing and supervision. Since the
commencement of its construction, there has b een no administrative penalty imposed for any
violation of housing construction or building e ngineering management laws, regulations, or
normative documents, and no quality or safety accidents have occurred. Furthermore, the Certificate
confirms that we do not have any potential or ongoing disputes, controversies, or lawsuits with
Bureau concerning ho using construction or building enginee ring of this facility, nor are there any
records of complaints or any other forms of claims regarding this facility.
In addition, in October 2025, we engaged Guangxi Jingtai Engineering Co. Ltd., a professional
firm specializing in fire safety system design, in stallation, consulting and the maintenance and
inspection of fire safety equipment, to conduct an i ndependent review of our plum processing facility
in Guangxi (the ‘‘ Fire Safety Consultant ’’). This review included comprehensive on-site inspections,
testing and evaluation of key fire safety aspects. The Fire Safety Consultant is of the view that (i) all
major fire protection systems were fully compliant wi th all relevant national and local standards and
regulations; (ii) no non-conformities were identif ied in any of the systems inspected; (iii) all tested
equipment and installations met the required techni cal and operational standards; (iv) the facility’s
fire safety provisions are appropriate for its intended use and occupancy; and (v) the fire safety
systems are properly installed, cl early marked and well maintained.
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Based on the foregoing, our PRC Legal Advisor believes that the risk of us being ordered to
cease the operations and production at the proce ssing facility or being imposed of administrative
penalties is low. In addition, du e to the abundance of similar facilities in our operating region, we
can readily identify and relocate to alternative preliminary processing facilities. 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.
Moreover, according to our PRC Legal Adviso r, our plum processing facility in Guangxi is
categorized as a general fire safety grade building that only needs to meet basic fire safety
requirements. Additionally, since this facility primarily engages in water-based processing and
contains no flammable or combustible materials, th e risk of fire hazards is significantly minimized.
As a result, the overall fire safety risk of the f acility remains low and satisfies the applicable
regulatory requirements.
Incomplete Acceptance Check for Environmental Pr otection Facilities for the Plum Processing Facility
in Guangxi
As of the Latest Practicable Date, we are prepar ing the application for the acceptance check of
the Completed Environmental Protection Facilitie s for the same plum processi ng facility in Guangxi.
Prior to passing the environmental protection acceptance, we ensure that production emissions
comply with all applicable laws and regulations. According to Article 23 of the Regulations on
Environmental Protection of Construction Projects (‘‘ 建設項目環境保護管理條例’’), where a
construction project is put into production or use without constructing required environmental
protection facilities, co mpleting the environmental protect ion acceptance check, or failing the
acceptance check, the environmental protection administrative department at the county level or
above shall order the entity who owns the project t o rectify within a specified time period and impose
fines ranging from RMB200,000 to RMB1,000,000. If the entity fails to rectify within the given time
frame, fines ranging from RMB1,000,000 to RMB2,000,000 shall be imposed, and fines ranging
RMB50,000 to RMB200,000 shall be levied on the person in charge and other responsible
individuals. The maximum fine that can be impos ed on us is RMB1,000,000. In cases of severe
environmental pollution, the entity may be order ed to cease production or use of the project, or,
upon approval from the relevant government aut hority, be ordered to shut down the project.
Based on the Environmental Impact Assessment (‘‘ EIA’’) approval issued by the Daxin County
Ecology and Environmental Bureau, our Guangxi production facility must process wastewater at
our on-site facility before discharging it to the Taocheng Town Industrial Park’s (‘‘ Industrial Park ’’)
sewer network and wastewater processing plant. Si nce the Industrial Park’s wastewater processing
facilities are not yet operational, and our current production processes do not involve massive
wastewater discharge, the Bureau approved our phased environmental protection measures in
December 2024. Under our phased environmental p rotection measures, ou r facility is allowed to
temporarily store wastewater on-site, and we imp lemented certain environmental protection
measures such as optimizing production methods and reducing wastewater generation until the
Industrial Park’s plant becomes o perational, thereby ensuring our compliance with the relevant
requirements by the governmental authority. Once t he Industrial Park’s plant begins operations, we
will complete our wastewater processing facilit ies and obtain the environmental protection
acceptance check. Additionally, we agree to upgr ade our wastewater processing facilities to meet
the heightened wastewater discharge requir ements if we expand the production at our plum
processing facility in Guangxi.
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According to our PRC Legal Advisor, since we implemented the agreed phased environmental
protection measures and complied with the wastewater disposal requirements by the governmental
authority, we are allowed to continue our operat ional activities at the production facility in
Guangxi, and the risk of us being subject to any m aterial administrative penalties by relevant
governmental authorities before completing the acceptance check is low. In addition, we are in the
process of constructing the required wastewater processing facilities. We ensure that our current
production processes and wastewater discharge fully comply with all environmental protection
requirements of the relevant governmental authorities. As our production expands, we plan to
promptly construct any necessary environmenta l protection facilities, obtain the required
environmental approvals and comply with the regu latory requirements in all respects. According
to our PRC Legal Advisor, upon the construction completion of our required environmental
protection facilities and the construction comple tion of the Industrial Park’s wastewater processing
plant, there is no material legal impediment for us to complete the required acceptance check, as we
had obtained all the other required approvals. Addi tionally, we may readily find alternative sites for
the preliminary processing, we do n ot expect that our business, fi nancial position or results of
operations will be subject to material adverse impact due to the relocation.
Incomplete Acceptance Check for Employee Dormitory in Fujian
In Fujian, we began utilizing a building for employ ee dormitory and cafeteria purposes prior to
completing the filing of the inspect ion and acceptance check with rele vant authorities. This building
is being used in a limited capacity before we complete construction of other ancillary facilities for
fire safety on the same site. According to the Re gulations on the Administration of Quality of
Construction Work, the relevant competent authorities may order us to rectify and impose fines on
us. The maximum fine that can be imposed on us is RMB204,000. According to our PRC Legal
Advisor, we were not imposed any penalties by the authorities.
The building has undergone routine fire safety inspections and shows no hidden fire safety
hazards. According to our fire safe ty consultant, it meets the relevant fire safety standards, and its
ancillary fire safety facility serves merely as a co ntingency measure in case of disruptions to the
municipal water supply that feeds the on-site fire h ydrants. Consequently, t he building’s overall fire
safety risk is low, and its existing infrastructu re is deemed sufficient to ensure firefighting
capabilities in the event of an emergency. As of the Latest Practicable Date, we had completed the
construction of these ancillary facilities on the s ame site and had received the acceptance check for
these facilities. As of the same date, we had obtained the title certificate of the said facilities. As
advised by our PRC Legal Advisor, the said facilit ies are in compliance with the relevant laws and
regulations.
Title Defects of the Plum Sorting Facility and Sun-drying Facility in Fujian
A so ft h eL a t e s tP r a c t i c a b l eD a t e ,w ew e r en o ta ble to obtain the relevant title certificates for
certain owned properties situated on two parcels of land for which we had land use right. The land
was on the urban-rural transition zone. We acquir ed the land use rights for these two parcels of land
in 2009 and 2017, and the properties on them were co nstructed prior to our acquisition of the land
use rights. These properties were primarily used as a sun-drying facility. The floor area of these
properties accounted for approximately 3% of our total owned properties as of the Latest
Practicable Date. The sun-drying facility account s for 6.9% of our total sun-drying space as of the
Latest Practicable Date. We acquired the land with s uch buildings that lacked the title certificates at
the time, and these properties constructed prior t o the enactment of the Urban and Rural Planning
Law ( 城鄉規劃法), when the regulatory procedures for self-build properties were not yet fully
established. As such, these properties were built without proper planning approval documents, and
we inherited these title defects in our capacity a s a subsequent purchaser. We are unable to obtain
the relevant title certificates for these properti es as the regulatory environment had substantially
changed, and we are unable to retrospectively compl ete the required procedures and secure valid title
certificates. As advised by the PRC Legal Advisor, the relevant competent authorities may order the
construction entity to demolish the buildings or stru ctures, and confiscate the buildings or structures
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or any income illegally earned from such buildings or structures; and/or impose a fine of not more
than 10% of the construction cost. During the Track Record Period and up to the Latest Practicable
Date, the relevant competent authorities neither required us to demolish our properties, nor ordered
us to suspend our operations, nor imposed any fines on us. According to our PRC Legal Advisor,
government authorities inspected our daily opera tions from time to time, including fire safety and
environmental protection measu res, and, based on the Certificat e for No Illegal and Irregular
Conduct ( 無違法違規證明) issued by the relevant competent authority, we did not receive any
penalties and meet the relevant fire safety standards during the Track Record Period. Considering
that (i) the area of these propert ies represented an insignifican t portion of the total area of our
properties as of the Latest Practicable Date; and ( ii) we may readily find alternative properties for
sun-drying if necessary, and we estimate that fully outsourcing the sun-drying process would cost
approximately RMB350,000 annually, based on our c urrent lease with a third-party sun-drying
facility, the Directors are of the view that even if demolition were ordered, it would not have a
material adverse impact on our business, financial conditions and results of operations.
Title Defects and Inconsistent Usage of Leased Properties
Pursuant to the applicable laws and regulations in China, property lease agreements for leased
buildings must be registered with the relevant real e state administration bureaus in China. As of the
Latest Practicable Date, we had not registered the l ease agreements for nine of our leased properties
with the relevant competent authorities in accordan ce with applicable laws and regulations in China.
Our PRC Legal Advisor advised us that the lack of registration does not affect the validity and
enforceability of the lease agreements, but we may be subject to fines from RMB1,000 to RMB10,000
for each such lease agreement for failure to register.
As of the Latest Practicable Date, lessors of five out of our 20 leased properties with an
aggregate gross floor area of 1,296.45 sq.m. failed to provide us their property ownership certificates
or proof of authorizations from the property owners. Additionally, as of the same date, the actual
use of two out of our 20 leased properties with an aggregate gross floor area of 140.76 sq.m. did not
fit into the prescribed scope of usage shown on the rel evant certificates. We currently use these leased
properties as the office premises while their permi tted usage under the relevant title certificates is
residential purposes. As advised by our PRC Le gal Advisor, for the leased properties that were
subject to title defects or with inconsistent usage , the property owners and the relevant lessors shall
take the responsibility to obtain valid title certifi cates and ensure the actual usage complies with the
prescribed usage of the properties. As the tenants, we would not be subject to any administrative
penalties pursuant to the relevant laws and regulati ons. However, if any of these leases is terminated
as a result of challenges by third parties, we may not be able to continue to use the properties.
Nevertheless, considering these properties’ use s, we believe there is a sufficient supply of similar
properties and do not expect any material adve rse effect on our business due to these potential
terminations and the potential costs of relocati on would not have a material adverse effect on our
daily operation.
Inadequate and Third-party Payment for Social Insurance and Housing Provident Funds
During the Track Record Period, we did not make adequate contributions and failed to make
any 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) certain
employees whose social security accounts had not been suspended or closed by their previous
employer; (ii) certain employees prefer to participa te in the rural social security contribution plans in
their resident places or their ho metowns; (iii) certain employees have already participated in the
social security programs in other cities and (iv) certain employees were unwilling to pay the social
insurance and housing provident funds in full as it requires additional contributions from our
employees. The shortfall of social insurance and housing provident fund contributions amounted to
approximately RMB5.0 million, RMB5.2 million and RMB4.9 millio n in 2023, 2024 and 2025,
respectively. In addition, during the Track Reco rd Period, we engaged third-party agencies to pay
social insurance and housing provident funds for certain employees because (i) these employees
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voluntarily requested us to pay their social insurance and housing provident funds at different
locations and (ii) we have not established subsidi aries or branches at certain cities where we have
employees. The social insurance and housing provident contributions made by the third-party
human resource agency amounted to RMB1.4 m illion, RMB1.5 million and RMB1.2 million in 2023,
2024 and 2025, respectively, and the shortfall of such contributions in the respective year amounting
to RMB83.6 thousand, RMB81.8 thousand and RMB127 thousand.
As advised by our PRC Legal Advisor, pursuant t o applicable PRC laws and regulations, if an
employer fails to make social insurance contribution s in full, the relevant authorities could order the
employer to pay, within a prescribed time limit, t he outstanding amount with an additional late
payment penalty at the daily rate of 0.05%, a nd if the employer fails to make the overdue
contributions within such time limit, a fine equal t o one to three times the outstanding amount may
be imposed. Additionally, pursuant to applicable PR C 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 t ime 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 Chin a for compulsory enforcement. In addition,
pursuant to the Supreme People’s Court’s Interpre tation (II) on Issues Concerning the Application
of Law in the Trial of Labor Dispute Cases ( 最高人民法院關於審理勞動爭議案件適用法律問題的解
釋（二)), we may face the risk of employees seeking ter mination of the labor contract and claiming
economic compensation. See ‘‘Regulatory Over view — Regulation Relating to Labor and Social
Security.’’
Our Directors believe that the incident descr ibed 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 Practicab le Date, (i) based on the interview with relevant
government authorities, in practice they typica lly do not proactively pursue the collection from or
impose administrative penalties on companies, and they generally will initiate investigations if they
receive complaints from employees; (ii) based on the Certificate for No Illegal and Irregular Conduct
(無違法違規證明) and the confirmation issued by the relevan t competent authorities, and as advised
by our PRC Legal Advisor, we did not receive any notification from the r elevant authorities
requiring us to pay for the shortfalls with respect to social insurance and housing provident funds,
nor did we receive any administrative penalties fr om relevant competent authorities; (iii) we have
confirmed that no material administrative penal ty was imposed on us with respect to the payment of
social insurance and housing provident funds as of t he Latest Practicable Date. We undertake that 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, our Directors are of the view, and our PRC Legal Advisor concurs, that the New
Judicial Interpretation will not have a material ad verse effect on our business, financial condition or
results of operations, taking into account that : (i) the implementation of the New Judicial
Interpretation will not affect our c ompliance status; (ii) the New Ju dicial Interpretation does not
create any new basis for reassessing contribution sh ortfalls or exposing us to increased penalties; (iii)
no employee has brought a lawsuit or arbitration in respect of payment of social insurance; and (iv)
any shortfall in social insurance or housing provident fund contributions has been accounted for in
our shortfall calculations.
Furthermore, those employees, for whom we engaged third-party agencies to pay social
insurance and housing provident fund contributio ns, have provided written confirmations stating
that they had authorized us to engage a third-party agency to pay their salaries and individual
income tax, and that we had fulfilled the obligation t o make social insurance and housing provident
fund contributions on their behalf.
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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 administr ative penalties due to our failure to make any
payment, make full payment or engage a third-party agency to pay social insurance and housing
provident fund contributions within the stipulate d period for our employees is relatively 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.
During the Track Record Period and up to the Late st Practicable Date, save as disclosed in this
prospectus, we had not been and were not involved in any material non-compliance incident 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.
Rectification and Internal Co ntrol Measure Enhancements
We intend to make social insurance and housing provident fund contributions in accordance
with the applicable laws and regulations progress ively going forward. Further, we expect to fully
rectify and make full payment of any outstanding a mount within five years after the Listing, or if
requested by the relevant authorities. To further ensure compliance of our social insurance and
housing provident contributions, we have impleme nted robust internal control measures, which
primarily include: (i) maintaining open commu nication with employees to ensure that social
insurance and housing provident fund contributions are made in accordance with the legal
requirements; (ii) establishing a dedicated inte rnal control team responsible for continuously
monitoring compliance with social insurance and housing provident fund requirements and for
implementing any necessary corrective or improveme nt measures; (iii) regularly monitoring updates
to PRC laws and regulations relating to social insurance and housing provident funds and promptly
adjusting our policies to ensure ongoing complianc e; and (iv) establishing online and offline systems
to allow employees to review their individual con tribution records and an offline channel to report
any discrepancies. All inquiries are reviewed, ver ified, and addressed within three business days.
In addition, we have engaged an independent internal control consultant (the ‘‘ IC Consultant ’’)
to review the overall adequacy of our risk management and internal control systems across major
business operations of our Group and the other relevant procedures, systems and controls, including
accounting and management systems, that we have established. Based on (i) the agreed review scope
and work procedures, (ii) rectification of all iden tified deficiencies, and (iii) the IC Consultant’s
follow-up review of our enhanced risk management and internal control systems, no material
deficiencies were identified in the follow-up review.
Our Directors are of the view that our internal controls are adequate to ensure that all future
owned properties will secure the requisite acceptance checks and complete the construction of
necessary fire safety and environmental protection facilities. In particular, we have completed the
construction of ancillary facilities for fire safe ty required for acceptance checks of No. 17 plant
building at Guangxi Liuliu and such acceptance ch ecks were in process. We had not received any
administrative penalties for failing to complete s uch processes during the Track Record Period and
up to the Latest Practicable Date. Additionally, w e actively monitors regulatory requirements for
existing properties and any properties that it plans to construct in the future, ensuring that all
necessary approvals and acceptance checks are obtained before such properties are put into use. On
the basis that (i) we had established a well-define ds y s t e mt ot r a c ka n du p d a t er e l e v a n tr e g u l a t i o n s
on a continuous basis; (ii) we promptly rectifie d any issues identified in the acceptance check
process; and (iii) we maintain an in ternal approval procedure under which construction plans are
reviewed by relevant departments to ensure ful l compliance, our Directors believe that these
measures are sufficient to prevent similar non-com pliances in the future. Th e Joint Sponsors concur
the Directors’ view that such internal controls are adequate to ensure the our future compliance with
applicable laws and regulations.
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Furthermore, our Directors consider that the Company’s internal controls are adequate to
address any potential shortfall in social insurance and housing provident fund contributions.
According to our PRC Legal Advisor, as confirme d by the relevant authorities, it is unlikely
that we would be required to make a collective payment for any historical shortfall, and we have not
received any notice or demand to do so. On the bas is that (i) we closely review applicable PRC
regulations on a regular basis; and (ii) we communi cate with our employees to ensure their awareness
of relevant laws and regulations, our Directors be lieve that the Company adheres to all relevant laws
and regulations in a material respect. The Joint S ponsors concur with our Directors’ view that the
measures currently in place are adequate in this regard.
LEGAL PROCEEDINGS AND COMPLIANCE
Our Directors, as advised by our PRC Legal Ad visor, confirm that 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, administrative proceedings or nonc ompliance incidents that led to fines, enforcement
actions or other penalties, which could, individually or in the aggregate, have a material adverse
effect on our business, financial condition and results of operations. Our Directors are of the view
that, we had complied, in all material respects, wi th all relevant laws and regulations in the PRC
during the Track Record Period and up to the Latest Practicable Date.
RISK MANAGEMENT AND INTERNAL CONTROL
We have adopted and implemented comprehensiv e risk management policies in various aspects
of our business operations and financial reporting. 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 contro l procedures and measures with respect to each
subsidiary and functional department.
Legal and Compliance Risk Management
We provide anti-corruption and anti-bribery compliance training periodically to our senior
management and employees to enhance their know ledge and compliance wit h applicable laws and
regulations and include relevant policies against noncompliance in employee handbooks. We require
our suppliers and distributors to commit in wri tten agreement to abstain from noncompliance,
suspicious transactions, fraud , corruption, or bribery, which e xpressly forbids our suppliers,
distributors, and employees from making unauthorized payments, including bribes, kickbacks, or
any other illicit benefits, to one anot her. 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.
Anti-Bribery and Anti-Corruption
We strictly adhere to relevant anti-bribery an d anti-corruption laws and regulations and have
established the Anti-corruption, anti-money laundering and economic sanctions regime ( 反腐敗、反
洗錢及經濟制裁制度). It outlines measures for identifying and reporting suspicious activities,
managing customer risks, and maintaining a trans parent and compliant business environment. We
have established a comprehensive framework that encompasses several key areas. Annual training
programs are designed to enhance awareness and oper ational skills, ensuring that all employees are
well-informed and capable of identify ing and preventing illicit activities.
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Financial Reporting Risk Management
We have established an Audit Committee to review and monitor our financial reporting
procedures, including, among others: (i) making recommendations to the Board on the appointment,
reappointment and removal of the external audito r; (ii) monitoring and evaluating our internal
audit, and coordinating the communication betw een the internal auditor and the external auditor;
(iii) reviewing financial information of the Co mpany and its disclosure; (iv) monitoring and
considering the adequacy of our internal control, financial reporting and risk management systems;
and (v) other responsibilities authorized by the Board or required under the relevant laws and
regulations.
Internal Control
To ensure strict compliance of our business oper ations with applicable rules and regulations,
we have designed and adopted a set of comprehensive internal control policies. The implementation
of such policies is overseen by our internal control team, which is also responsible for (i) performing
group-level risk assessments, (ii) pr oviding advice on risk management practice and (iii) establishing
authorization and approval protocols.
AWARDS AND RECOGNITIONS
Some of the significant awards and recogn ition we have received are set forth below:
Award/Recognition Award Year Awarding Institution/Authority
China Famous Consumer Products 2025 Ministry of Industry and
Information Technology
Annual Jelly Good Food List 2024 Jiemian News
Superior Taste Award 1-Star Medal 2023 International Taste Institute
‘‘Zhen Bu Chuo’’ Power Brand Award 2023; 2024 Weibo
Brand of the Year for Marketing
Influence
2023 Baidu
Gold Award for Influencer KOL
Marketing
2022 Top Digital
FA Authentic Quality Certificati on 2022 National Center for Food
Quality Supervision,
Inspection and Testing
Chair Enterprise of National Plum
Innovation Alliance
2022 National Forestry and
Grassland Administration
‘‘溜溜LIUM’’ (‘‘Liuliu LIUM ’’)
China Well-Known Trademark
2015 State Administration for
Market Regulation
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BOARD OF DIRECTORS
Our Board consists of five executive Directors, one non-executive Director and three
independent non-executive Directors. Our Direc tors are appointed for a term of three years and
are eligible for re-election upon expiry of their ter m of office. The following table sets forth certain
information regarding our Directors:
Name Age Position
Time of
joining our
Group
Date of
appointment
as Director Major roles and duties
Relationship
with Directors,
Supervisors and
other senior
management
Mr. Yang Fan
(楊帆)
56 Executive Director,
chairman of the
Board and chief
executive officer
April 1999 September 4,
2009
Responsible for the overall
business strategies and
development of our
Group
N/A
Mr. Ning Pengfei
(寧鵬飛)
49 Executive Director,
Board secretary
and joint company
secretary
May 2016 March 10,
2017
Responsible for the overall
business operation and
capital management of
our Group
N/A
Ms. Hu Yan
(胡燕)
49 Executive Director May 2006 March 29,
2016
Responsible for the product
research and development
of our Group
N/A
Mr. Gou Bin
(苟斌)
49 Executive Director
and chief financial
officer
December
2024
January 15,
2025
Responsible for the financial
management of our
Group
N/A
Mr. Mei
Huixiang
(梅惠祥)
36 Executive Director October 2021 January 15,
2025
Responsible for the brand
management of our
Group
N/A
Mr. Xu
Lianzheng
(徐連政)
51 Non-executive
Director
December
2019
January 15,
2025
Overseeing the general
management of our
Group
N/A
Mr. Liu Feng
(劉峰)
60 Independent
non-executive
Director
January 2025 January 15,
2025
Supervising and providing
independent opinion and
judgement to our Board
N/A
Mr. Xiong Hui
(熊輝)
54 Independent
non-executive
Director
January 2025 January 15,
2025
Supervising and providing
independent opinion and
judgement to our Board
N/A
Mr. Lu Jian
(陸健)
57 Independent
non-executive
Director
March 2017 January 15,
2025
Supervising and providing
independent opinion and
judgement to our Board
N/A
Executive Directors
Mr. Yang Fan ( 楊帆), aged 56, is our founder, chairman of the Board, executive Director and
chief executive officer. Mr. Yang is primarily resp onsible for the overall business strategies and
development of our Group. Mr. Yang is a member of the Remuneration and Appraisal Committee.
Mr. Yang is a director and/or general manager of certain of our subsidiaries, including Fujian
Liuliu, Zhaoan Liuliu, Anhui LIUM , Liuliu Research Institute, Zhongnongan Testing, Anhui Green
Plum, Liuliu Sales, Liuliu New Retail, Guangxi Liuliu, Guangxi LIUM, Plum Jelly Tech, Anhui
Liuliu and Anhui Plum.
Mr. Yang has also been serving as an executive director of Jurun Investment since January
2015, an executive director of Anhui Facai Network E-commerce Co., Ltd.* ( 安徽發菜網電子商務有
限公司) since January 2015 and a supervisor of Hefei Tianxun Information Technology Co., Ltd. ( 合
肥天迅信息技術有限公司) since October 2024.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Since founding our Group, Mr. Yang has received numerous accolades, including the 12th
China Industry Forum Top Ten Outstanding Young Entrepreneurs of China Industry* ( 第十二屆中
國工業論壇中國工業十大傑出青年企業家), 2019 Outstanding Private Entrepreneurs* (2019 年度優秀
民營企業家) awarded by Wuhu Municipal Enterprise Confederation ( 蕪湖市企業聯合會), Pioneer in
the Bakery and Confectionery Industry on the 40th Anniversary of China’s Reform and
Opening-Up* ( 中國改革開放40周年焙烤食品糖製品產業先鋒人物), Advanced Individuals in
Science and Technology Innovation of Lig ht Industry in the 13th Five-Year Plan* ( 「十三五」輕工
行業科技創新先進個人) awarded by China Light Industry Federation* ( 中國輕工業聯合會)i n
September 2021 and 2020 Outstanding Private Entrepreneurs in Anhui Province* (2020 年度安徽省優
秀民營企業家) awarded jointly by the CPC Anhui Province Committee* ( 中國共產黨安徽省委員會)
and the People’s Government of Anhui Province* ( 安徽省人民政府) in April 2021. Mr. Yang is also
a member of the Anhui Province People’s Congress ( 安徽省人民代表大會代表), and a member of
Anhui Wuhu Committee of the Chinese People’s Political Consultative Conference ( 中國人民政治協
商會議安徽省蕪湖市委員會) since January 2018.
Mr. Yang was admitted to the Science and Inn ovation EMBA program of the University of
Science and Technology of China in September 2 022. He also graduated from the Anhui Class of the
EMBA President Training Program of Peking University in May 2015.
Mr. Yang was previously a director of the follo wing companies, which were established in the
PRC and were deregistered with the relevant laws and regulations:
Company name Position
Nature of
business before
deregistration
Date of
deregistration
Reason of
deregistration
Wuhu Kaixuan Investment
Co., Ltd.* ( 蕪湖凱旋投資
有限公司)
Executive
director and
general
manager
No business has
been commenced
January 15,
2016
No actual business has
been commenced
Beijing Zhongmao Kaixuan
Food Co., Ltd.* ( 北京中貿
凱旋食品有限公司)
Executive
director and
general
manager
Food trading January 19,
2017
Cessation of business
Beijing Zhongankang Food
Co., Ltd.* ( 北京中安康
食品有限責任公司)
Executive
director and
general
manager
Food trading January 23,
2017
Cessation of business
Zhangzhou San yuanhui Food
Co., Ltd.* ( 漳州三緣惠
食品有限公司)
Executive
director
Food production
and processing
December 30,
2022
Business was merged
into Zhaoan Liuliu
Wuhu Kailai Food Co., Ltd.*
(蕪湖市凱萊食
品有限公司)
Director Food production
and processing
December 3,
2015
Business was acquired
by Anhui Liuliu
Mr. Yang confirmed that (i) the above companies were solvent immediately prior to their
deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above
companies and he was not aware of any actual or potential claim that had been or would be made
against him as a result of such deregistration; and (iii) no misconduct or misfeasance had been
involved in the deregistrat ion of the above companies.
Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the
joint company secretaries of our Company. He is re sponsible for the overall business operation and
capital management of our Group. He also serves as the general manager of Anhui Green Plum and
as the supervisor of Plum Jelly Tech.
Prior to joining our Group, he served successively as a customer manager and deputy branch
manager at Wuhu Branch of Bank of Communications* ( 交通銀行蕪湖分行) from July 1998 to
August 2007. He worked as the branch manager of the Economic and Technological Development
Zone Branch of Wuhu Yangzi Rural Commercial Bank* ( 蕪湖揚子農村商業銀行經濟技術開發區支
行) from July 2007 to May 2012. He served as the v ice president and board secretary at Wuhu
Changxin Technology Co., Ltd* ( 蕪湖長信科技股份有限公司) (a company listed on the Shenzhen
Stock Exchange, stock code: 300088) from May 2012 to April 2016.
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Mr. Ning obtained his bachelor’s degree in mone tary economics from Anhui College of Finance
and Trade ( 安徽財貿學院) (currently known as Anhui University of Finance & Economics ( 安徽財經
大學)) in June 1998.
Mr. Ning was previously a director of the follo wing companies, which were established in the
PRC and were deregistered with the relevant laws and regulations:
Company name Position
Nature of
business before
deregistration
Date of
deregistration
Reason of
deregistration
Wuhu Xinyuan Property
Services Co., Ltd.*
(蕪湖馨園物業服務
有限公司)
Executive
director and
general
manager
Property
management
January 22,
2019
Cessation of business
Anhui Baowu Trading
Co., Ltd.* ( 安徽省寶武
商貿有限公司)
Executive
director and
general
manager
Trading October 9, 2024 Cessation of business
Mr. Ning confirmed that (i) the above companies were solvent immediately prior to their
deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above
companies and she was not aware of any actual or potential claim that had been or would be made
against her as a result of such deregistration; and (iii) no misconduct or misfeasance had been
involved in the deregistrat ion of the above companies.
Ms. Hu Yan ( 胡燕), aged 49, is our executive Director. She is responsible for the product
research and development of our Group. Ms. Hu is a member of the Nomination Committee. She
serves as a supervisor of Fujian Green Plum, Zho ngnongan Testing, Anhui Liuliu and Anhui Green
Plum. She also serves as a general manager of Liuliu Research Institute. Prior to joining our Group,
she also worked at Anhui Liguang Science and Technology Co., Ltd.* ( 安徽麗光科技股份有限公司)
a n dW u h uK a i l a iF o o dC o . ,L t d . *(蕪湖市凱萊食品有限公司).
Ms. Hu graduated from Anhui Normal Universi ty majoring in accoun ting in July 2003.
Ms. Hu was previously a director or supervis or of the following companies, which were
established in the PRC and were deregister ed with the relevant laws and regulations:
Company name Position
Nature of
business before
deregistration
Date of
deregistration
Reason of
deregistration
Wuhu Kaixuan Investment
Co., Ltd.* ( 蕪湖凱旋投資
有限公司)
Supervisor No business has
been commenced
January 15,
2016
No actual business has
been commenced
Wuhu Kailai Food Co., Ltd.*
(蕪湖市凱萊食品有限公司)
Director Food production
and processing
December 3,
2015
Business was merged
into Anhui Liuliu
Ms. Hu confirmed that (i) the above compani es were solvent immediately prior to their
deregistration; (ii) there was no wrongful act on h er part leading to the deregistration of the above
companies and she was not aware of any actual or potential claim that had been or would be made
against her as a result of such deregistration; and (iii) no misconduct or misfeasance had been
involved in the deregistrat ion of the above companies.
Mr. Gou Bin ( 苟斌), aged 49, is our executive Director and chief financial officer. He is
responsible for the financial management of our Group.
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Prior to joining our Group, Mr. Gou was employed at Chongqing Shengli Construction
Machinery Group Co., Ltd.* ( 重慶昇立建設機械集團有限公司) from June 1997 to January 2002. Mr.
Gou served at Chongqing Tingjin Food Co., Ltd.* ( 重慶頂津食品有限公司) (which is a subsidiary of
Tingyi (Cayman Islands) Holding Corp. ( 康師傅控股有限公司), ‘‘Tingyi ’ ’ ,ac o m p a n yl i s t e do nt h e
Stock Exchange, stock code: 00322) from December 2001 to June 2020, with his last position being
the head of finance and accounting department of the instant food business sector of Tingyi group.
He also served as the head of financial support center of Shanghai Want Want Foods Group Co.,
Ltd.* ( 上海旺旺食品集團有限公司) (which is a subsidiary of Want Want China Holdings Limited, a
c o m p a n yl i s t e do nt h eS t o c kE x c h a n g e ,s t o ck code: 00151) from June 2020 to November 2024.
Mr. Gou graduated from Chongqing Technology and Business University in January 2009 with
his major in accounting.
Mr. Mei Huixiang ( 梅惠祥), aged 36, is our executive Director. He is responsible for the overall
brand management of our Group.
Prior to joining our Group, Mr. Mei served at t he instant noodles business department of
Tingyi (Cayman Islands) Holding Corp. (a company listed on the Stock Exchange, stock code: 0322)
as a brand manager from July 2011 to November 2016, and as a brand director from January 2020 to
March 2021.
Mr. Mei obtained a bachelor’s degree in busines s administration from East China University of
Science and Technology in July 2010.
Mr. Mei was previously a director or supervi sor of the following companies, which were
established in the PRC and were deregister ed with the relevant laws and regulations:
Company name Position
Nature of
business before
deregistration
Date of
deregistration
Reason of
deregistration
Shanghai Zhihuo Catering
Management Co., Ltd.*
(上海炙鑊餐飲管理
有限公司)
Director Food and beverage
service
November 19,
2019
Cessation of business
Kunshan Yuyi Trading
Co., Ltd.* ( 崑山昱奕貿易
有限公司)
Supervisor Trading February 28,
2024
Cessation of business
Mr. Mei confirmed that (i) the a bove companies were solvent immediately prior to their
deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above
companies and he was not aware of any actual or potential claim that had been or would be made
against him as a result of such deregistration; and (iii) no misconduct or misfeasance had been
involved in the deregistrat ion of the above companies.
Non-executive Director
Mr. Xu Lianzheng ( 徐連政), aged 51, is our non-executive Director. He is responsible for
overseeing the general management of our Group. Mr. Xu is a member of the Audit Committee.
Before being appointed as our non-executive Director, Mr. Xu served as our Supervisor from
January 2020 to December 2024. Mr. Xu holds 3.05% equity interest in Shenzhen Junrong, one of
our Pre-IPO Investors, as a limited partner. See ‘ ‘History, Development and Corporate Structure —
Pre-IPO Investments — Information regarding o ur Pre-IPO Investors — Shenzhen Junrong’’.
Prior to joining our Group, Mr. Xu co-founded Shanghai Junzhi Enterprise Management Co.,
Ltd.* ( 上海君智企業管理諮詢有限公司) in March 2015 and served as the president from then to July
2022. He also founded Shanghai Yingzhengtong Enterprise Management Consulting Co., Ltd.* ( 上
海贏政通企業管理諮詢有限公司) in July 2022.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Xu obtained a bachelor’s degree in mechanical design and manufacturing from Hefei
University of Technology in July 1999.
Company name Position
Nature of
business before
deregistration
Date of
deregistration
Reason of
deregistration
Wuxi Yingzhengtong
Enterprise Management
Consulting Co., Ltd.*
(無錫贏政通企業管理諮詢
有限公司)
Director Business services
and consulting
on corporate/
business strategy
October 11,
2023
Cessation of
business
Shanghai Junquan Culture
Communication Co.,
Ltd.* ( 上海君泉文化傳播
有限公司)
Director Cultural and
artistic services,
and marketing
strategy
planning
July 22, 2024 Cessation of
business
Shenzhen Junzhi Industrial
Partnership (Limited
Partnership)* ( 深圳君智
實業合夥企業（有限合夥）)
General partner Investment
management
September 25,
2020
Investment exit
Shanghai Bojian Enterprise
Management Partnership
(Limited Partnership)*
(上海博見企業管理合夥
企業（有限合夥）)
Partner Business
Management
Consulting
December 1,
2022
Cessation of
business
Beijing Junyou Media
Planning Co., Ltd.*
(北京君佑傳媒策劃
有限公司)
Legal
representative
Business services October 30,
2018
Cessation of
business
Guangzhou Chenghuajiang
Flower Co., Ltd.* ( 廣州程
花匠花卉有限公司)
Director Flower planting
and sales
November 11,
2022
Lack of future
business
prospects
Shanghai Daling Wallpaper
Co., Ltd.* ( 上海搭令壁紙
有限公司)
Supervisor Paper and paper
products
business
February 4,
2024
Cessation of
business
Mr. Xu confirmed that (i) the above compan ies or limited partnerships were solvent
immediately prior to their deregistration; (ii) th ere was no wrongful act on his part leading to the
deregistration of the above companies or limited partnerships and he was not aware of any actual or
potential claim that had been or would be made against him as a result of such deregistration; and
(iii) no misconduct or misfeasance had been involved in the deregistration of the above companies or
limited partnerships.
Independent Non-executive Directors
Mr. Liu Feng ( 劉峰), aged 60, is an independent non-executive Director of our Company. Mr.
Liu is also the chairperson of the Audit Committee and the Remuneration and Appraisal Committee.
Mr. Liu has served as a faculty member and profe ssor in highly-respected universities for more
than three decades and has extensive knowledge o fa n de x p e r i e n c ei na c c o u n t i n ga n df i n a n c e .H e
began his teaching career at Xiamen University in July 1987 and served there until December 1999,
with his final position being a professor of the Department of Accounting. From January 2000 to
August 2010, he taught in the Department of Accounting at the School of Management, Sun Yat-sen
University. Since September 2010, he has been tea ching in the Department of Accounting at Xiamen
University. He also currently serves as the editor-in-chief of Contemporary Accounting Review ( 當
代會計評論).
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Liu was the independent director of Fu jian Aonong Biological Technology Group
Incorporation Limited* ( 福建傲農生物科技集團股份有限公司) (a company listed on the Shanghai
Stock Exchange, stock code: 603363) from October 2021 to December 2025, and Xiamen ITG Group
Corp., Ltd.* ( 廈門國貿集團股份有限公司) (a company listed on the Shanghai Stock Exchange, stock
code: 600755) from May 2020 to May 2026. Mr. Liu has been serving as an independent director of
Ping An Bank Co., Ltd.* ( 平安銀行股份有限公司) (a company listed on the Shenzhen Stock
Exchange, stock code: 000001) since April 2023, an d an independent non-executive director of China
Jinmao Holdings Group Limited (a company listed o n the Stock Exchange, stock code: 00817) since
June 2025. He currently also serves as an independent director of Luckin Coffee Inc. (a company
quoted on OTC Markets, stock code: LKNCY).
Mr. Liu obtained a bachelor’s degree in accoun ting from the Xiamen University in July 1987
and a PhD degree in accounting from the Xiamen University in October 1994.
Mr. Liu possesses the accounting expertise required under Rule 3.10(2) of the Listing Rules.
Mr. Liu has over 35 years of teaching experience in accounting at various universities, demonstrating
extensive academic and practical expertise in the field. He has also served as an independent director
of various listed companies, providing oversigh t and guidance on financial and accounting matters.
In addition, he previously served as a member of the Accounting Standards Advisory Committee of
the Ministry of Finance of the PRC and, since 2020, has been appointed as a member of both the
first and second Accounting Professional Advisory Committees of the Shenzhen Stock Exchange.
Mr. Liu currently serves as the China representative on the IFRS Advisory Council, which is an
advisory body to the International Accounting Standards Board (IASB) and the International
Sustainability Standards Board (ISSB) and where he contributes to the development of international
financial reporting standards.
M r .X i o n gH u i(熊輝), aged 54, is an independent non-executive Director of our Company. Mr.
Xiong is also a member of the Remuneration a nd Appraisal Committee and the Nomination
Committee.
Mr. Xiong has many years of academic experience and possesses extensive knowledge of
computer science and engineering. Mr. Xiong has b een serving as a distinguished guest professor
(grand master chair professor) at University of Science and Technology of China since September
2016, a chair professor and the acting head of the th rust of artificial intelligence at The Hong Kong
University of Science and Technology (Guangzhou) since July 2021 and an associate vice president
for knowledge transfer thereof since April 202 3. Mr. Xiong has been a professor at Rutgers, The
State University of New Jersey since 2005, and has been a Distinguished Professor since April 2021.
Mr. Xiong has been serving as an independent director of Digital China Group Co., Ltd.* ( 神州
數碼集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 000034)
since May 2022, and independent non-executive director of UBTECH ROBOTICS CORP LTD (a
company listed on the Stock Exchange, stock code: 09880) since June 2025. From May 2019 to May
2025, Mr. Xiong was an independent director of Chase Science Co., Ltd.* ( 福建創識
科技股份有限公
司) (a company listed on the Shenzhen Stock Exchange, stock code: 300941), and since May 2024 has
served as an independent director of Guangdong Insight Brand Marketing Group Co., Ltd.* ( 廣東因
賽品牌營銷集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code:
300781), and in May 2026 has tendered his resignation as an independent director.
Mr. Xiong obtained a doctoral degree in compu ter science from the University of Minnesota,
United States in August 2005, a master of science from the National University of Singapore in
August 2000 and a bachelor’s degree in automation from the University of Science and Technology
of China in July 1995. Mr. Xiong is a fellow of the American Association for the Advancement of
Science, the Institute of Electrical and Electronic Engineers, the International Association for the
Advancement of Artificial Intelligence, and the C hinese Association for Artificial Intelligence.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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M r .L uJ i a n(陸健), aged 57, is an independent non-executive Director of our Company. He is
also the chairperson of the Nomination Committee and a member of the Audit Committee. Mr. Lu
was our independent Director from March 2017 to February 2022, and re-joined our Company as
independent non-executive Director in January 2025.
Mr. Lu has over 30 years of experience in fermentation engineering. He was a teaching assistant
at Nanjing Agricultural University* ( 南京農業大學) from April 1992 to August 1993, and has served
successively as lecturer, associate professor, an d professor at Jiangnan University since September
1993. Since January 2018, he has served as the secretary general of the Beer Raw Material
Professional Committee of the China Alcoholic Drinks Association* ( 中國酒業協會啤酒原料專業委
員會). Since September 2018, he has also served as the head of the Food Biotechnology Research
Institute at Jiangnan University (Rugao)* ( 江南大學（如皋）食品生物技術研究所). Mr. Lu has been
serving as an independent director of Gdh Supertime Group Company Limited* ( 粵海永順泰集團股
份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 001338) since October
2023.
Mr. Lu obtained his bachelor’s degree in July 1989, master’s degree in December 1991 and his
doctorate in June 2022 in fermentation engineering ( 發酵工程) from Wuxi University of Light
Industry* ( 無錫輕工業學院) (which has been reformed into Jiangnan University in 2001).
SUPERVISORS
Our Supervisory Committee consists of three Sup ervisors. Our Supervisors are appointed for a
term of three years and are eligib le for re-election. The functions and duties of our Supervisory
Committee include, but are not limited to superv ising the Board and senior management and
reviewing the financial performance of the C ompany. The following table sets forth certain
information regarding our Supervisors:
Name Age Position
Time of
joining our
Group
Date of
appointment
as Supervisor Major roles and duties
Relationship with
Directors,
Supervisors and
other senior
management
Mr. Hu Xiang
(胡翔)
35 Supervisor January 2025 January 15,
2025
Supervising the performance
of duties of our Directors
and members of the
senior management of
our Group
N/A
Mr. Li Bing
(李兵)
34 Supervisor January 2025 January 15,
2025
Supervising the performance
of duties of our Directors
and members of the
senior management of
our Group
N/A
Ms. Zhang
Wenxia
(張文霞)
40 Supervisor November
2010
January 14,
2020
Supervising the performance
of duties of our Directors
and members of the
senior management of
our Group
N/A
Mr. Hu Xiang ( 胡翔), aged 35, was appointed as our Supervisor since January 2025. He is
responsible for supervising the performance of duties of our Directors and members of the senior
management of our Group.
Mr. Hu has been serving as the general manager at Shanghai Nuoxiang since August 2016. Mr.
Hu and his father holds 20% and 40% interests respectively in Shanghai Nuoxiang, which is the
general partner of Nuoxiang Jinhong and Nuoxia ng Dongchen, one of our Pre-IPO Investors. See
‘‘History, Development and Corporate Structure — Pre-IPO Investments — Information regarding
our Pre-IPO Investors — Nuoxiang Jinhong and Nuoxiang Dongchen’’.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Hu obtained a bachelor’s degree in financ e from Hunan Agricultural University in June
2014.
Mr. Hu was a director of Shanghai Xingyue Ne twork Technology Development Co., Ltd.* ( 上
海興岳網絡科技發展有限公司), a company established in the PRC principally engaged in internet
related business, which was deregistered on August 22, 2023 due to cessation of business. Mr. Hu
confirmed that (i) the above company was solvent imme diately prior to their deregistration; (ii) there
was no wrongful act on his part leading to the deregistration of the above company and he was not
aware of any actual or potential claim that had been or would be made against him as a result of
such deregistration; and (iii) no mis conduct or misfeasance had been in volved in the deregistration of
the above company.
Mr. Li Bing ( 李兵), aged 34, was appointed as our Supervisor since January 2025. Mr. Li is
responsible for supervising the performance of duties of our Directors and members of the senior
management of our Group.
Prior to joining our Group, Mr. Li served at Nanjing Zhuoyuan Asset Management Co., Ltd.*
(南京卓遠資產管理有限公司) from April 2020 to June 2022, and an investment manager at Feixi
County Chancheng Investment Holding (Group) Co., Ltd.* ( 肥西縣產城投資控股（集團）有限公司)
from June 2022 to November 2024. Mr. Li has been s erving as the superviso r of Xingnong Fund, one
of our Pre-IPO Investors, since February 2025.
Mr. Li obtained a bachelor’s degree in computer science and technology from Anhui University
of Finance and Economics in July 2014.
Ms. Zhang Wenxia ( 張文霞), aged 40, was appointed as our Supervisor in January 2020. Ms.
Zhang is responsible for supervising the perform ance of duties of our Directors and members of the
senior management of our Group.
From January 2010 to August 2010, Ms. Zhang se rved as the head of the purchase department
of Tianjin Cheng Tian Feng Co., Ltd.* ( 天津誠田豐金屬製品有限公司). Since she joined our Group
in November 2010, Ms. Zhang served successively as a planner, workshop director and deputy
factory manager of our Wuhu Plant from November 2010 to May 2019. She has served as the factory
manager of our Anhui Plant since May 2019.
Ms. Zhang graduated from Huangshan College* ( 黃
山學院) in July 2005 with a major in
tourism service.
OTHER INFORMATION IN RELATION TO OUR DIRECTORS AND SUPERVISORS
Save as disclosed above and in ‘‘Statutory and G eneral Information — C. Further Information
about Our Directors, Supervisors and Substantial Shareholders’’, each of our Directors and
Supervisors has confirmed with respect to himsel f/herself that he/she (i) did not hold other long
positions or short positions in the shares, underlying shares or debentures of our Company or any
associated corporation (within the meaning of Part XV of the SFO) as of the Latest Practicable
Date; (ii) had no other relationship with any Directo rs, Supervisors, senior ma nagement, substantial
Shareholders or Controlling Shareholders of our Co mpany as of the Latest Practicable Date; (iii) did
not hold any other directorships in the three year s prior to the Latest Practicable Date in any public
companies of which the securities are listed on any securities market in Hong Kong and/or overseas;
and (iv) there are no other matters concerning our Directors’ and Supervisors’ appointments that
need to be brought to the attention of our Shareholders and the Stock Exchange or shall be disclosed
pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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SENIOR MANAGEMENT
The following table sets forth certain info rmation regarding our senior management:
Name Age
Position(s) in our
Group
Date of joining our
Group
Major roles and
duties
Relationship
with Directors,
Supervisors and
other senior
management
Mr. Yang Fan
(楊帆)
56 Executive Director,
chairman of the
Board and chief
executive officer
April 1999 Responsible for the
overall business
strategies and
development of
our Group
N/A
Mr. Gou Bin
(苟斌)
49 Executive Director
and chief
financial officer
December 2024 Responsible for the
financial
management of
our Group
N/A
Mr. Ning Pengfei
(寧鵬飛)
49 Executive Director,
Board secretary
and joint
company
secretary
May 2016 Responsible for the
business
operation and
capital operation
of our Group
N/A
Mr. Zhang Shuai
(張帥)
49 Vice president of
new retail
department
April 2020 Responsible for
overseeing the
key accounts in
our new retail
business
N/A
Mr. Lu Jianlong
(盧建龍)
43 Director of
research and
development
November 2024 Responsible for
overseeing the
research and
development of
our Group
N/A
Mr. Yang Fan ( 楊帆), aged 56, is our founder, chairman of the Board, executive Director and
chief executive officer. See ‘‘— Board of Director s — Executive Directors’’ for his biographical
details.
Mr. Gou Bin ( 苟斌), aged 49, is our executive Director and chief financial officer. See ‘‘— Board
of Directors — Executive Directors’’ for his biographical details.
Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the
joint company secretaries of our Company. See ‘ ‘— Board of Directors — Executive Directors’’ for
his biographical details.
Mr. Zhang Shuai ( 張帥), aged 49, has served as the vice president of new retail department of
our Company since April 2023. Mr. Zhang is respons ible for overseeing the key accounts in our new
retail business.
Mr. Zhang joined our Group in April 2020, where he served as the North regional vice
president from April 2020 to April 2023.
Mr. Zhang graduated from Beijing University of Posts and Telecommunications with a major
in business administration through online learning in July 2022.
Mr. Lu Jianlong ( 盧建龍), aged 43, is the director of research and development of our
Company. Mr. Lu is responsible for overseeing the research and development of our Group.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. Lu served as a process quality control officer at Hangzhou Tingjin Food Co., Ltd. ( 杭州頂
津食品有限公司), a subsidiary of Tingyi, from July 2006 to June 2008. Mr. Lu served as a research
and development engineer at Hangzhou Boduo Industry and Trade Co., Ltd.* ( 杭州博多工貿有限公
司) from June 2008 to May 2012, a research and de velopment manager at Wenzhou Jiayuan Food
Co., Ltd.* ( 溫州市佳源食品有限公司) from June 2012 to October 2015 and the general manager of
the research and development center o f Guangzhou Linghang Food Co., Ltd.* ( 廣州市領航食品有限
公司) from October 2015 to November 2024.
Mr. Lu obtained a postgraduate diploma in cor porate coaching and leadership development
from Hong Kong University in September 2022 and a bachelor’s degree in food science and
engineering from Anhui Polytechnic College* ( 安徽工程科技學院) (currently known as Anhui
Polytechnic University* ( 安徽工程大學)) in July 2006.
JOINT COMPANY SECRETARIES
Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the
joint company secretaries of our Company. See ‘ ‘— Board of Directors — Executive Directors’’ for
his biographical details.
M s .A uW a iC h i n g(區慧晶) is one of the joint company secretaries of our Company and was
appointed on January 15, 2025.
Ms. Au joined SWCS Corporate Services Grou p (Hong Kong) Limited, a corporate service
provider, in January 2016, and cu rrently serves as a senior manager i n corporate services. She is a
Chartered Secretary, a Charte red Governance Professional and a fellow of both The Hong Kong
Chartered Governance Institute and The Chartered Governance Ins titute in the United Kingdom.
She obtained a bachelor’s degree in business administration and a master’s degree in professional
accounting and corporate governance from the C ity University of Hong Kong in July 2012 and July
2016, respectively.
CONFIRMATION FROM OUR DIRECTORS
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 April 2025, and (ii) understands his or her obligations as a
director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors h as confirmed (i) his independence as regards
each of the factors referred to in Rules 3.13(1) t o (8) of the Listing Rules, (ii) he 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 C ompany under the Listing Rules as of the Latest
Practicable Date, and (iii) that there are no other f actors that may affect his independence at the time
of his appointment.
DISCLOSURE UNDER RULE 8.10(2) OF THE LISTING RULES
As of the Latest Practicable Date, none of our Dir ectors had interests in any business, which
competes directly or indirectly with our business for the purpose of Rule 8.10(2) of the Listing Rules.
BOARD COMMITTEES
Our Company has established three board co mmittees, namely the Audit Committee, the
Nomination Committee, and the Remuneration and A ppraisal Committee, in accordance with the
relevant PRC laws and regulations and corporate governance practices under the Listing Rules.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Audit Committee
The Audit Committee of our Company consists of t hree Directors, including Mr. Liu Feng, Mr.
Xu Lianzheng and Mr. Lu Jian. Mr. Liu Feng is the chairperson of Audit Committee and is a
director appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules. The
primary responsibilities of the Au dit Committee are to review and mon itor our financial reporting
procedures, including (among other things): (i) making recommendations to the Board on the
appointment, reappointment and removal of the exte rnal auditor; (ii) monitoring and evaluating our
internal audit, and coordinatin g the communication between the internal auditor and the external
auditor; (iii) reviewing financial information of t he Company and its disclos ure; (iv) monitoring and
considering the adequacy of our internal control, financial reporting and risk management systems;
and (v) other responsibilities authorized by the Board or required under the relevant laws and
regulations.
Nomination Committee
The Nomination Committee of our Company consist s of three directors, including Mr. Lu Jian,
Mr. Xiong Hui and Ms. Hu Yan. Mr. Lu Jian is the chairperson of the Nomination Committee. The
primary responsibilities of the Nomination Committe e include (among other things): (i) to review the
structure, size and composition (including the skills, knowledge, experience and diversity) of the
Board on an annual basis and make recommendations on any proposed changes to the Board to
complement our Company’s corporate strat egy; (ii) to identify individuals and make
recommendations to the Board regarding cand idates to fill vacancies on the Board and/or in
senior management; (iii) to assess the independenc e of independent non-execu tive Directors; and (iv)
to make recommendations to the Board on the appointment or reappointment of Directors and
succession planning for Directors.
Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee of our Company consists of three Directors,
including Mr. Liu Feng, Mr. Xiong Hui and Mr. Yang Fan. Mr. Liu Feng is the chairperson of the
Remuneration and Appraisal Committee. The prima ry responsibilities of the Remuneration and
Appraisal Committee include (among other things): (i) to make recommendations to the Board on
our Company’s policy and structure for all Directo rs’ and senior management remuneration and on
the establishment of a formal and transparent procedure for developing remuneration policy; (ii) to
review and approve the management’s remunerat ion proposals with reference to the Board’s
corporate goals and objectives; (iii) to make reco mmendations to the Board on the remuneration of
Directors and senior management of our Company; (iv) to make recommendations to the Board on
the remuneration of non-executive Directors; (v ) to oversee the implementation of remuneration
system for Directors and senior management; and (vi) to consider and implement other matters, as
defined or assigned by the Board or otherwise required by the Listing Rules from time to time.
CORPORATE GOVERNANCE
Our Company recognizes the importance of incorporating elements of good corporate
governance in our management structure and internal control procedures so as to achieve
effective accountability.
Pursuant to C.2.1 of the Corporate Governance Co de, the roles of chairman and chief executive
should be separate and should not be performed by the same individual. Mr. Yang is currently the
chairman of the Board and the chief executive officer of our Company. He is the founder of our
Group and has been operating and managing our Gr oup since its establishment. The Board believes
that Mr. Yang has been valuable to the growth and business expansion of the Group. The Board is of
the view that the vesting the roles of the chairman of the Board and chief executive officer on Mr.
Yang is beneficial to the management and contin ued growth of our Group and therefore currently
does not propose to separate the roles of chairman of the Board and chief executive officer.
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While this will constitute a deviation from Code Provision C.2.1 of the Corporate Governance
Code, the Board believes that thi s structure will not impair the balance of power and authority
between the Board and the management of our Company, given that: (i) the Directors undertake to
fulfill their fiduciary duties as Directors which r equire that they act for the benefit and in the best
interest of the Company; (ii) there is sufficient c heck and balance in the Board as the decision to be
made by the Board requires approval by at leas t a majority of the Directors; and (iii) the Board
consists of three independent non-executive Directo rs which is in compliance with the Listing Rules.
Save as disclosed above, our Company will comply with the Corporate Governance Code as set
out in Appendix C1 to the Listing Rules after Listing. Our Directors will review our corporate
governance policies and compliance with the Corporate Governance Code each financial year.
BOARD DIVERSITY POLICY
We have adopted a board diversity policy (the ‘‘ Board Diversity Policy ’ ’ )s e t t i n go u tt h e
approach to achieve and maintain diversity on th e Board in compliance with the Listing Rules,
pursuant to which our Company seeks to achieve Board diversity through consideration of a number
of factors, including but not limited to gender, age, c ultural and educational b ackground, ethnicity,
professional experience, skills, knowledge, len gth of service and any other factors that the Board
may consider relevant and applicable from time to time. We will select potential Board candidates
based on merit and his/her potential contributio n to our Board while taking into consideration our
own business model and specific needs from time to time.
Our Board has a balanced mix of knowledge and skills, including overall management and
strategic development, human re sources, accounting and financial management. We have three
independent non-executive Directors from differe nt industry backgrounds, including accounting,
computer science and engineering and fermentation engineering. With regards to gender diversity on
the Board, we recognize the particular importance of gender diversity. Our Board currently
comprises one female Director and eight male Dir ectors. We have taken and will continue to take
steps to promote and enhance gender diversity at al l levels of our Company, including but without
limitation to our Board and senior management levels.
We will continue to implement measures and ste ps to promote our Board Diversity Policy. The
Nomination Committee will review the Board comp osition at least once annually taking into
account the benefits of all relevant diversity as pects, and adhering to the Board Diversity Policy
when making recommendation to the Board on appointment of new Directors. The Nomination
Committee will also review the Board Diversity Po licy, as appropriate, to ensure its continued
effectiveness. Our Company will disclose the imp lementation of the board diversity policy in our
corporate governance report on an annual basis. We will continue to appoint Directors to the Board
based on recommendations from the Nomination C ommittee, who will consider the Directors’ merits
with reference to the Board Diversity Policy as a whole.
REMUNERATION
The compensation and remuneration of our Directors and Supervisors are determined by our
Shareholders’ general meetings and the compensa tion and remuneration of members of the senior
management are determined by the Board. We also r eimburse them for expenses which are necessary
and reasonably incurred in providing services to us or discharging their duties in relation to our
operations. When reviewing and determining the s pecific remuneration pac kages for our Directors,
Supervisors and members of the senior management, we take into consideration factors such as
salaries paid by comparable companies, time commit ment, level of responsibilities and desirability of
performance-based remuneration. As required by PRC laws and regulations, we also make
contributions for social insurance for our employee s, including medical insu rance, injury insurance,
unemployment insurance, pension insurance, ma ternity insurance, and housing provident fund.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Our Company offers our executive Directors, employees’ representative Supervisors and senior
management members, who are also our employees, compensation in the form of salaries, social
insurance, housing provident fund and other bene fits. Our independent non-executive Directors
receive directors’ fees. We do not offer any compen sation to our non-executi ve Directors or external
Supervisors.
In 2023, 2024 and 2025, the aggregate amount o f remuneration (excluding equity-settled
share-based payment expenses) paid or payable to our Directors amounted to approximately
RMB2.3 million, RMB3.0 million and RMB5.1 million, respectively.
In 2023, 2024 and 2025, the aggregate amount o f remuneration (excluding equity-settled
share-based payment expenses) paid or payable to our Supervisors amounted to approximately
RMB0.6 million, RMB0.7 million and RMB0.4 million, respectively.
In 2023, 2024 and 2025, there were one, one and three Directors among the five highest paid
individuals, respectively. In 2023, 2024 and 2025, the total emoluments (excluding equity-settled
share-based payment expenses) for the five highest paid employees (includin g Directors) amounted
to approximately RMB5.4 million, RMB4.8 mi llion and RMB5.6 million, respectively.
Under the arrangement currently in force, we estimate the total remuneration before taxation,
to be accrued to our Directors and Supervisor s for the year ending December 31, 2026 to be
approximately RMB6.2 million.
No remuneration was paid by us to our Directors, Supervisors or the five highest paid
individuals as inducement to join or upon joining us or as a compensation for loss of office during
the Track Record Period. Furthermore, none of ou r Directors or Supervisors had waived or agreed
to waive any remuneration during the same periods.
Save as disclosed above, no other payments have been paid or are payable, in 2023, 2024 and
2025, respectively, by us to our Directors or Supervisors.
PRE-IPO SHARE INCENTIVE PLAN
For more information, please see ‘‘History, Dev elopment and Corporate Structure — Pre-IPO
Share Incentive Plan’’ and ‘‘Appendix VI — Statutory and General Information — D. Pre-IPO Share
Incentive Plan’’.
COMPLIANCE ADVISOR
Our Company has appointed Guoyuan Capit al (Hong Kong) Limited as our compliance
advisor pursuant to Rules 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules,
we shall consult the compliance advisor timely unde r the following circumstances and, if necessary,
seek its advice: (a) before the publication of any regulatory announcement , circular or financial
report; (b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases; (c) where our Company proposes to
use the proceeds of the Global Offering in a manner that is different from that detailed in this
prospectus or where our business activities, developments or results deviate from any forecasts,
estimates or other information in this prospectus; and (d) where the Stock Exchange makes an
inquiry to our Company regarding unusual movements in the price or trading volume of our H
Shares or any other matters in accordance with Rule 13.10 of the Listing Rules. The term of
appointment of the compliance advisor will comme nce on the Listing Date and is expected to end on
the date on which we comply with Rule 13.46 of the Li sting Rules in respect of our financial results
for the first full financial year commencing afte r the Listing Date and such appointment may be
subject to extension by mutual agreement.
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OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised), Mr. Yang, Ms. Li (who is M r. Yang’s spouse), Juru n Investment, Kaixuan
Star and Kailai Star will directly own approximately 32.44%, 3.73%, 31.21%, 4.57% and 3.05% of
the total issued share capital of our Company. As of the Latest Practicable Date, (i) Jurun
Investment was owned as to 90% by Mr. Yang and 10% by Ms. Li; (ii) Kaixuan Star was owned as
to approximately 1.39% by Mr. Yang and approximately 5.56% by Ms. Li, and Mr. Yang was the
general partner of Kaixuan Star; and (iii) Kaila i Star was held as to approximately 1.00% by Mr.
Yang as general partner, approximately 41.67% by Liuliu Star and approximately 12.50% by Liuliu
LIUM. Liuliu Star was held as to approximately 14.90% by Mr. Yang as general partner,
approximately 36.00% by Liuliu Orchard and appr oximately 15.00% by Liuliu Ren. Mr. Yang, as
general partner, held approximately 24.67% o f Liuliu LIUM, 23.33% of Liuliu Orchard, and
12.67% of Liuliu Ren. Accordingly, Mr. Yang, Ms. L i, Jurun Investment, Ka ixuan Star, Kailai Star
and Liuliu Star are a group of Controlling Sha reholders upon the Listing. See ‘‘History,
Development and Corporate Structure’’ and ‘‘Substantial Shareholders’’.
BIOGRAPHIES OF MR. YANG AND MS. LI
For biography of Mr. Yang, see ‘‘Directors, Su pervisors and Senior Management — Board of
Directors — Executive Directors’’.
Ms. Li, the spouse of Mr. Yang, has been active ly involved in the gen eral management and
financial affairs of the Company since its estab lishment in 2009. She previously served as the
manager of Anhui Liuliumei. In July 2014, she obtained a diploma in accounting from Anhui
Normal University* ( 安徽師範大學), and in May 2017, she was awarded a Board Secretary
Qualification Certificate by the Shanghai Stock Ex change. In preparation for the Listing, the Board
resolved to reconstitute its composition wi th a view to enhancing corporate governance,
strengthening the Board’s collective skill set a nd diversity of backgrounds and experience, and
supporting the Company’s strategic development in its next phase of growth. Accordingly, as agreed
among the Shareholders, Ms. Li resigned from her position as a director of the Company on January
15, 2025.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable of
carrying out our business indepen dently of our Controlling Shareho lders and their respective close
associates after Listing.
Management independence
Our daily operational and management decisions are made by our Board and our senior
management. Our Board consist s of nine Directors, namely five executive Directors, one
non-executive Director and three independent non-executive Directors. Mr. Yang is an executive
Director and the chairman of the Board.
Our Directors consider that we are capable of ma intaining management i ndependence for the
following reasons:
(a) each Director is aware of his/her fiduciary duties as a director which require, among other
things, that he/she acts for the benefit and in the interest of our Company and does not
allow any conflict between his/her duties as a Director and his/her personal interests;
(b) our daily management and operations are carried out independently by our executive
Directors and senior management team, all of whom have substantial experience in the
industry in which our Company is engaged, a nd will therefore be able to make business
decisions that are in the best interests of ou r Company. See ‘‘Directors, Supervisors and
Senior Management’’;
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(c) we have three independent non-executive Directors, who are not associated with our
Controlling Shareholders or any of their asso ciates and, individually or collectively,
possess the requisite knowledge and experience as independent directors of listed
companies and will be able to provide pro fessional and experienced advice to our
Company and protect the interests of our Company and our Shareholders as a whole;
(d) in the event that there is a potential conflict of interest arising out of any transaction to be
entered into between our Company and a Director and/or his/her associate, he/she shall
abstain from voting and shall not be counted towards the quorum for the voting. Hence,
no Director will be able to influence our Boar di nm a k i n gd e c i s i o n so nm a t t e r si nw h i c hh e
or she is, or may be interested; and
(e) we will establish corporate go vernance measures to manage potential conflicts of interest,
if any, between our Group and our Controllin g Shareholders, which would support our
independent management. See ‘‘— Cor porate Governance Measures’’.
Operational independence
We do not rely on our Controlling Shareholders a nd their close associates for our business
development, staffing, logistics, administration, finance, internal audit, information technology,
sales and marketing, or company secretarial funct ions. We have our own departments specializing in
these respective areas which have been in operation and are expected to continue to operate
separately and independently from our Controlling Shareholders and their close associates. We have
independent access to suppliers and customers, and we also possess all r elevant licenses, certificates,
facilities and intellectual property rights n ecessary to carry on and operate our business.
Based on the above, our Directors believe that we are able to operate independently of our
Controlling Shareholders and their close associates.
Financial independence
We have an independent financial system an d make financial decisions according to our
Group’s own business needs. We have independent internal control and accounting systems and an
independent finance department in charge of our treasury function. As of the Latest Practicable
Date, there were no outstanding loans, or advan ces and balances of a non-trade nature due to or
from our Controlling Shareholders.
Mr. Yang and his spouse, Ms. Li, being our Co ntrolling Shareholders, had been providing
guarantees (the ‘‘ CS Guarantees ’’) as security for certain of our Group’s banks loans (collectively,
the ‘‘Guaranteed Loans ’’). To the best knowledge of our Directors, it is a common market practice in
the PRC for banks to require personal guarantees from the de facto controllers of private enterprises
before extending loans or facilities. As of Apri l 30, 2026, we had a total outstanding Guaranteed
Loans with principal amount of approximate ly RMB224.0 million, which we had obtained bank
consents (‘‘Release Consents ’’) to release all the CS Guarantees and replace them with other security
or guarantee to be provided by the Group upon Listing.
We are capable of obtaining financing from Independent Third Parties without relying on any
guarantee or security provided by our Controlling S hareholders or their respective associates. From
January 1, 2026, to April 30, 2026, we secured lo ans without any guarantees from Controlling
Shareholders or their respective associates or obtained consents for release of such guarantees from
Controlling Shareholders, on compar able terms, including interest and repayment schedules, with an
aggregate outstanding principal amount of R MB61.0 million. Moreover, we have consistently
pursued alternative fundraising and received a seri es of Pre-IPO Investments, including our Series D
Pre-IPO Investments of RMB75 million.
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Following the Listing, we expect to pursue further fundraising activities in both onshore and
offshore markets to the extent as our Directors consider necessary and, depending on factors such as
market conditions, business needs, and financial position, while en suring compliance with applicable
regulatory requirements. Given our proven ab ility to secure independent financing and our
established relationships with financial insti tutions, we believe that after the Listing, we will
continue obtaining financing on terms compara ble to our existing loans without requiring
guarantees from our Controlling Share holders or their close associates.
Taking into consideration (i) the expected rele ase of all CS Guarantees upon Listing; (ii) our
Group’s demonstrated ability to obtain independe nt financing on comparable commercial terms;
and (iii) we have sufficient cash or cash equivalents as buffer relative to the unreleased portion of the
CS Guarantees (if any), our Directors are of the vi ew that we are financially independent from our
Controlling Shareholders or their close associate s. We will not rely on our Controlling Shareholders
or their close associates for financing upon Li sting and have sufficient access to independent
financing to meet our financial needs.
INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Each of our Controlling Shareholders confirmed that as of the Latest Practicable Date, apart
from the business of our Company, it/he/she did not have any interest in other business, which
competes or is likely to compete, directly or indirectly, with our business, which would require
disclosure under Rule 8.10 of the Listing Rules.
CORPORATE GOVERNANCE MEASURES
Our Company will comply with the provisions of the Corporate Governance Code in Appendix
C1 to the Listing Rules, which sets out principles of good corporate governance. Our Directors
recognize the importance of good corporate governance in protection of our Shareholders’ interests.
We would adopt the following measures to safeguard good corporate governance standards and to
avoid potential conflict of interests:
(a) where a Shareholders’ meeting is held for considering proposed transactions in which our
Controlling Shareholders have a material int erest, our Controlling Shareholders shall
abstain from voting on the relevant resolutions and shall not be counted in the quorum for
the voting;
(b) where a Board meeting is held for the matters in which a Director has a material interest,
such Director shall abstain from voting on t he relevant resolutions and shall not be
counted in the quorum for the voting;
(c) in the event that our independent non-exe cutive Directors are requested to review any
conflict of interest between our Group and our Controlling Shareholders, our Controlling
Shareholders shall provide the independent non-executive Directors with all necessary
information and our Company shall disclose the decisions of the independent
non-executive Directors either in the annual reports or by way of announcements;
(d) our Directors (including the independent non-executive Directors) will seek independent
and professional opinions from external ad visors at our Company’s cost as and when
appropriate in accordance with the Corporate Governance Code and Corporate
Governance Report as set out in Appendix C1 to the Listing Rules;
(e) any transactions between our Company and its connected persons shall be in compliance
with the relevant requirements of Chapter 14A of the Listing Rules, including the
announcement, annual reporting and independent shareholders’ approval requirements (if
applicable) under the Listing Rules; and
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(f) we have appointed Guoyuan Capital (Hong Kong) Limited as our compliance advisor,
which will provide advice and guidance to us in respect of compliance with the applicable
laws and the Listing Rules, including various requirements relating to directors’ duties
and corporate governance.
Based on the above, our Directors are satisfied t hat the above corporate governance measures
are sufficient to manage the potential conflicts of interest between our Group and our Controlling
Shareholders and/or other Directors to protect minority Shareholders’ rights after Listing.
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This section presents certain information regarding our share capital prior to and upon the
completion of the Global Offering.
IMMEDIATELY BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, our regist ered capital and issued share capital was
RMB67,347,108, divided into 67,347,108 Domestic Unlisted Shares with a nominal value of RMB1.0
each.
UPON THE COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Globa l Offering and conversion of Domestic Unlisted
Shares into H Shares, assuming that the Over-allotm ent Option is not exercised, our share capital is
as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
issued share
capital
(%)
H Shares to be converted from Domestic Unlisted Shares 67,347,108 85.45
H Shares to be issued under the Global Offering 11,464,100 14.55
Total 78,811,208 100.00
Immediately following completion of the Globa l Offering and conversion of Domestic Unlisted
Shares into H Shares, assuming that the Over-allotm ent Option is exercised in full, our share capital
is as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
issued share
capital
(%)
H Shares to be converted from Domestic Unlisted Shares 67,347,108 83.63
H Shares to be issued under the Global Offering 13,183,700 16.37
Total 80,530,808 100.00
The above tables assume the Global Offering becomes unconditional and is completed.
SHARE CLASSES AND RANKING
Upon completion of the Global Offering, the Sha res will consist of Domestic Unlisted Shares
and H Shares. The H Shares in issue following the completion of the Global Offering and the
Domestic Unlisted Shares are ordinary Shares in t he share capital of our Company. However, apart
from certain qualified domestic institutional inv estors in the PRC, qualified PRC investors under the
Shanghai-Hong Kong stock exchanges connectivity mechanism (Shanghai-Hong Kong Stock
Connect) and the Shenzhen-Hong Kong stock exchanges connectivity mechanism (Shenzhen-Hong
Kong Stock Connect) and other persons entitled to hold our Company’s H Shares pursuant to the
relevant PRC laws and regulations or upon approval by any competent authorities, H Shares
generally may not be subscribed for by, or traded between, legal or natural persons of the PRC.
Domestic Unlisted Shares may only be subscribed for by, and traded between, legal persons of the
PRC, certain qualified foreign institution inves tors and qualified foreign strategic investors. H
Shares may only be subscribed for and traded in Hong Kong dollars.
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Domestic Unlisted Shares and H Shares are rega rded 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 distributio ns declared, paid or made after the date of this
prospectus. Dividends in respect of our Shares may be paid by us in Hong Kong dollars or
Renminbi, as the case may be. In addition to cash , dividends may be distributed in the form of
Shares.
CONVERSION OF DOMESTIC UNLISTED SHARES INTO H SHARES
According to the regulations by t he securities regulatory authorities of the State Council and
our Articles of Association, the Domestic Unliste d Shares may be converted into overseas listed
foreign shares (H Shares), and such converted Shares may be listed and traded on an overseas stock
exchange provided that the conversion, listing and trading of such converted Shares have been
approved by the securities regulatory authorities of the State Council. In addition, such conversion,
trading and listing shall complete any requisite internal approval process and comply with the
regulations prescribed by the securities regu latory authorities of the State Council and the
regulations, requirements and procedures presc ribed by the relevant overseas stock exchange.
If any of the Domestic Unlisted Shares are to be converted, listed and traded as H Shares on the
Stock Exchange, such conversion, listing and trading will need the approval of the relevant PRC
regulatory authorities, including the CSRC, and the approval of the Stock Exchange. We may apply
for the listing of all or any portion of the Domest ic Shares on the Stock Exchange as H Shares to
ensure that the conversion process can be comple ted promptly upon notice to the Stock Exchange
and delivery of Shares for entry on the H Share regi ster. As any listing of additional Shares after our
Listing on the Stock Exchange is ordinarily considered by the Stock Exchange to be a purely
administrative matter, it does not require such pr ior application for listing at the time of our Listing
in Hong Kong. No Shareholder voting is required for the conversion of such Shares or the Listing
and trading of such converted Shares on an overseas stock exchange. Any application for listing of
the converted shares on the Stock Exchange after t he Listing is subject to prior notification by way
of announcement to inform our Shareholders and the public of any proposed conversion.
Our Company has applied for H-share full circulation to convert 67,347,108 Domestic Unlisted
Shares on a one-for-one basis into H Shares as per the instructions of the relevant Shareholders.
TRANSFER OF SHARES PRIOR TO THE GLOBAL OFFERING
Pursuant to the PRC Company Law, the Shares issued prior to the Global Offering shall not be
transferred within 12 months from the Listing Date.
For details of the lock-up undertaking given by the Controlling Sharehold ers pursuant to Rule
10.07 of the Listing Rules, see ‘‘Underwriting — Lock Up Arrangement — Undertakings to the
Stock Exchange pursuant to the Listing Rules — (B) Undertakings by Each of Our Controlling
Shareholders’’.
REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE
According to the Notice of Centralised Regist ration and Deposit of Non-overseas Listed
Shares of Companies Listed on an Overseas Stock Exchange ( 《關於境外上市公司非境外上市股份集
中登記存管有關事宜的通知》) issued by the CSRC, our Company is required to register the Domestic
Shares with the China Securities Depository an d Clearing Corporation Limited within 15 business
days upon listing and provide a written report to t he CSRC regarding the centralised registration
and deposit of the Domestic Shares as well as the offering and listing of the H Shares.
SHARE CAPITAL
–1 6 1–


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CIRCUMSTANCES UNDER WHICH GENERA L MEETING AND CLASS MEETING ARE
REQUIRED
For details of circumstances under which ou r Shareholders’ general meeting and class
Shareholders’ meeting are required, see ‘‘Summa ry of Articles of Association — Shareholders and
General Meetings’’.
SHAREHOLDERS’ APPROVAL FOR THE GLOBAL OFFERING
Approval from holders of the Shares is required for our Company to issue H Shares and seek
the listing of H Shares on the Stock Exchange. Our Company has obtained such approval at the
Shareholders’ general meeting held on March 27, 2025.
SHARE CAPITAL
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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately f ollowing the completion of the Global Offering
and assuming the Over-allotment Opt ion is not exercised, the followi ng persons will have interests
and/or short positions in the Shares or underlying shares of our Company which would fall to be
disclosed pursuant to the provisions of Divisio n s2a n d3o fP a r tX Vo ft h eS F Oo r ,w h oi s ,d i r e c t l y
or indirectly, interested in 10% or more of the n ominal value of any class of our share capital
carrying rights to vote in all circumstances at general meetings of our Company:
As at the Latest Practicable Date
Immediately following the completion of
the Global Offering and the conversion of
Domestic Shares into H Shares (assuming the
Over-allotment Option is not exercised)
Name of Shareholder Nature of interest Class of Shares
Number of
Shares
Shareholding
percentage
Class of
Shares
Number of
Shares
Shareholding
percentage
(Approximate
%)
(Approximate
%)
Mr. Yang (1)(2)(3)(4) Beneficial owner,
interest held by
controlled
corporations,
interest of spouse
Domestic
Unlisted
Shares
59,108,359 87.77% H Shares 59,108,359 75.00%
Ms. Li
(1)(2)(3)(4) Beneficial owner,
interest held by
controlled
corporations,
interest of spouse
Domestic
Unlisted
Shares
59,108,359 87.77% H Shares 59,108,359 75.00%
Jurun Investment
(2) Beneficial owner Domestic
Unlisted
Shares
24,600,000 36.53% H Shares 24,600,000 31.21%
Kaixuan Star
(3) Beneficial owner Domestic
Unlisted
Shares
3,600,000 5.35% H Shares 3,600,000 4.57%
Kailai Star
(4) Beneficial owner Domestic
Unlisted
Shares
2,400,000 3.56% H Shares 2,400,000 3.05%
Liuliu Star (4) Interest held by
controlled
corporations
Domestic
Unlisted
Shares
2,400,000 3.56% H Shares 2,400,000 3.05%
Liuliu LIUM
(4) Interest held by
controlled
corporations
Domestic
Unlisted
Shares
2,400,000 3.56% H Shares 2,400,000 3.05%
Liuliu Orchard (4) Interest held by
controlled
corporations
Domestic
Unlisted
Shares
2,400,000 3.56% H Shares 2,400,000 3.05%
Liuliu Ren
(4) Interest held by
controlled
corporations
Domestic
Unlisted
Shares
2,400,000 3.56% H Shares 2,400,000 3.05%
Notes:
(L) All the interests stated are long positions.
(1) Mr. Yang and Ms. Li are spouses. Accordingly, Mr. Ya ng and Ms. Li are deemed to be interested in the Shares
held by each other under the SFO.
(2) Jurun Investment is owned as to 90% by Mr. Yang and 10% by Ms. Li. By virtue of the SFO, Mr. Yang and Ms.
Li are deemed to be interested in the Shares held by Jurun Investment.
(3) Kaixuan Star is owned as to approximately 1.39% by Mr. Yang and approximately 5.56% by Ms. Li, and Mr.
Yang is the general partner of Kaixuan Star. By virtue of the SFO, each of Mr. Yang and Ms. Li is deemed to be
interested in the Shares held by Kaixuan Star.
(4) Kailai Star, our Pre-IPO Share Incen tive Platform, is owned as to approx imately 1.00% by Mr. Yang as general
partner, approximately 41.67% by Liuliu Star and appr oximately 12.50% by Liuliu LIUM. Liuliu Star was held
as to approximately 14.90% by Mr. Yang as general par tner, approximately 36.00% by Liuliu Orchard and
approximately 15.00% by Liuliu Ren. Mr. Yang, as general partner, held approximately 24.67% of Liuliu
LIUM, 23.33% of Liuliu Orchard, and 12.67% of Liuliu Ren. By virtue of the SFO, each of Mr. Yang, Ms. Li,
L i u l i uS t a r ,L i u l i uL I U M ,L i u l i uO r c h a r da n dL i u l i uR e ni sd e e m e dt ob ei n t e r e s t e di nt h eS h a r e sh e l db yK a i l a i
Star.
SUBSTANTIAL SHAREHOLDERS
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Save as disclosed herein, our Directors are no t aware of any persons who will, immediately
following completion of the Global Offering (assumin g the Over-allotment Option is not exercised),
have interests and/or short positions in Shares or underlying shares which would fall to be disclosed
under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who is, directly or indirectly,
interested in 10% or more of the nominal value of an y class of our share capital carrying rights to
vote in all circumstances at general meetings of our Company or any other member of our Group.
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE INVESTMENTS
We have entered into cornerstone investment agreements (each, a ‘‘ Cornerstone Investment
Agreement ,’’ and together, the ‘‘Cornerstone Investment Agreements ’’) with the cornerstone investors
set out below (each, a ‘‘ Cornerstone Investor ,’’ and together, the ‘‘Cornerstone Investors ’’), pursuant
to which the Cornerstone Investors have agreed, subject to certain c onditions, to subscribe for such
number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) as may be
purchased at the Offer Price with an aggre gate amount of approximately HK$147.6 million
(calculated based on the exchange rate prescribed in the Cornerstone Investment Agreement and an
Offer Price of HK$43.58 per Offer Share, and excl usive of brokerage, SFC transaction levy, AFRC
transaction levy, and Stock Exchange trading fee) (the ‘‘ Cornerstone Investment ’’).
Based on the Offer Price of HK$43.58 per Offer S hare, the total number of Offer Shares to be
subscribed for by the Cornerstone Investors would be 3,387,100 H Shares, representing
approximately (i) 29.55% of the H Shares offered p ursuant to the Global Offering (assuming the
Over-allotment Option is not exercised), (ii) 4.30% of our total issued share capital immediately
upon completion of the Global Offering (assuming t he Over-allotment Option is not exercised), and
(iii) 4.21% of our total issued share capital immed iately upon completion of the Global Offering and
the full exercise of the Over-allotment Option.
The Company is of the view that the Cornerstone Investment signifies our Cornerstone
Investors’ confidence in the Company and its busine ss prospects, while also contributing to raising
the Company’s public profile. The Company became acquainted with each of the Cornerstone
Investors through the business network of the Group.
Among the Cornerstone Investors, Fanchang Revitalization (as defined below) is a close
associate of the existing Shareholders, As at the Latest Practicable Date, Huaan Fund and Xingnong
Fund held approximately 1.80% and 1.57% of the total issued share capital of our Company,
respectively, and will hold approximately 1.53% a nd 1.34%, respectively, up on Listing. Huaan Fund
is owned as to 25% by Fanchang Chungu (as defin ed below) as a limited partner, and Fanchang
Chungu is ultimately wholly owned by the Fancha ng District Finance Bureau (as defined below).
Xingnong Fund is wholly owned by Fanchang Chungu. We have applied to, and the Stock Exchange
has granted, a waiver from strict compliance with t he Listing Rules in respect of the cornerstone
investment made by Fanchang Revitalization. For d etails, please refer to ‘‘Waivers from Strict
Compliance with the Listing Rules’’ in this prospectus.
The Cornerstone Investment will form part of the International Offering, and, unless otherwise
approved by the Stock Exchange, the Cornerstone Inv estors and their respective close associates will
not subscribe for any Offer Shares under the Global Offering other than pursuant to the Cornerstone
Investment Agreements. The Offer Shares to be s ubscribed for by the Cornerstone Investors will
rank pari passu in all respects with the fully paid H Shares in issue following the completion of the
Global Offering and will be listed on the Stock Exchange. Such Offer Shares will be counted toward
the public float of the Company under Rule 19A.13A(1) of the Listing Rules.
Immediately following the completion of the Global Offering, (i) none of the Cornerstone
Investors will become a substantial shareholder of the Company; (ii) none of the Cornerstone
Investors will have any Board representation in the Company solely by virtue of their cornerstone
investment; and (iii) the equity interests in the C ompany beneficially ow ned by the three largest
public Shareholders will be less than 50% for th e purpose of Rule 8.08(3) of the Listing Rules.
CORNERSTONE INVESTORS
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To the best knowledge of the Company, (i) each of the Cornerstone Investors is an Independent
Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from the
Company, the Directors, the chief executive, t he Supervisors, the Con trolling Shareholders,
substantial Shareholders, existing Shareholders, an y of their subsidiaries, or their respective close
associates in relation to the acquisition, disposal, voting, or other disposition of H Shares registered
in its name or otherwise held by it; and (iii) none of the subscriptions for the relevant Offer Shares by
the Cornerstone Investors is financed by the Company, the Directors, the chief executive, the
Supervisors, the Controlling Share holders, substantial Shareholde rs, existing Shareholders, any of
their subsidiaries, or their respective close asso ciates for the purpose of subscribing for the Offer
Shares.
To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors,
they made their own independent decisions to enter into the Cornerstone Investment Agreements,
and their subscriptions under the Cornerstone Investment would be financed by their own internal
resources. None of the Cornerstone Investors or their shareholder(s) are listed on any stock
exchanges. The Cornerstone Investors have also c onfirmed that all necessary approvals have been
obtained with respect to the Cornerstone Investment and that no specific approval from any stock
exchange (if relevant) or their shareholders is req uired for the Cornerstone Investment. Other than a
guaranteed allocation of the relevant Offer Share s at the final Offer Price, the Cornerstone Investors
do not have any preferential rights in the Cornerstone Investment Agreements compared with other
public Shareholders. Other than the Cornerstone Investment Agreements, as confirmed by each of
the Cornerstone Investors, there are no side ag reements or arrangements between us 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 g uaranteed allocation of the relevant Offer Shares
at the Offer Price.
The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the
Cornerstone Investment may be affected by re allocation of the Offer Shares between the
International Offering and the Hong Kong Public Offering in the event of over-subscription
under the Hong Kong Public Offering, as described in the paragraphs headed ‘‘Structure of the
Global Offering — The Hong Kong Public Offering — R eallocation’’ in this prospectus. The number
of Offer Shares to be acquired by each Cornerston e Investor may be reduced on a pro rata basis in
accordance with the terms of the Cornerstone Inv estment Agreements to satisfy the public demands
under the Hong Kong Public Offering, after taking into account the requirements under Appendix
F1 to the Listing Rules as well as the discretion of the Overall Coordinators (for themselves and on
behalf of the International Underwriters) to exer cise the Over-allotment Option. Further, the
Cornerstone Investors have agre ed that in the event (1) that the requirements under Rule 8.08(3) of
the Listing Rules, which stipulates that no more than 50% of the Shares in public hands can be
beneficially owned by the three largest public shareholders of the Company, or (2) that the minimum
allocation to investors in the placing tranche (o ther than Cornerstone Investors) under paragraph
3.2 of Practice Note 18 to the Listing Rules, may not be complied with on the Listing Date, the
number of the H Shares to be subscribed for by the Cornerstone Investors may be adjusted to ensure
compliance with such rules. Details of the actua ln u m b e ro fO f f e rS h a r e st ob ea l l o c a t e dt oe a c ho f
the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by the
Company on or around June 8, 2026.
CORNERSTONE INVESTORS
–1 6 6–


--- page 176 ---
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. The
Cornerstone Investors have agreed that our Company, the Joint Sponsors and the Overall
Coordinators may in their sole di scretion defer the delivery of all or part of the Offer Shares it will
s u b s c r i b et oo nad a t el a t e rt h a nt h eL i s t i n gD a t e .Such delayed delivery arrangement is in place to
facilitate the over-allocation in the International Offering. There will be no delayed delivery if there
is no over-allocation in the International Offeri ng. Where delayed delivery takes place, (i) there
would be delayed delivery of Offer Shares to some of t he Cornerstone Investors based on commercial
negotiations with the Cornerstone Investors, (ii) the delayed delivery date should be no later than
three business days following the last day on which t he Over-allotment Option may be exercised, (iii)
no extra payment will be made to the relevant Cornerstone Investors for the purpose of the delayed
delivery arrangement, and (iv) each of the Cornerstone Investors has agreed that it shall nevertheless
pay for the relevant Offer Shares in full before the Listing. As such, there will not be any deferred
settlement in payment by the Cornerstone Investors.
THE CORNERSTONE INVESTORS
The table below sets out details of the Cornerstone Investment:
Based on the Offer Price of HK$43.58 :
Assuming the
Over-Allotment Option
is not exercised (5)
Assuming the
Over-Allotment Option
is fully exercised (5)
Cornerstone Investor Investment amount
Number of
Offer Shares
to be
acquired (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
(in thousands)
Fanchang
Revitalization
HK$70,164 (2) 1,610,000 14.04% 2.04% 12.21% 2.00%
Top New US$10,000 (3) 1,777,100 (4) 15.50% 2.26% 13.50% 2.21%
3,387,100 29.55% 4.30% 25.71% 4.21%
Notes:
(1) Rounded down to the nearest whole board lot of 100 H Shares.
(2) Exclusive of brokerage, SFC transaction levy, AF RC transaction levy and Stock Exchange trading fee.
(3) Being the maximum investment amount (inclusive of br okerage, SFC transaction levy, AFRC transaction levy
and Stock Exchange trading fee) for such number of Offer Shares as may be purchased at the Offer Price,
rounded down to nearest whole board lot of 100 H Shares.
(4) Calculated based on the exchange rate prescribed in t he Cornerstone Investment Agreement based on an Offer
Price of HK$43.58 per Offer Share.
(5) Assuming no other changes are made to the issued share c apital of our Company between the Latest Practicable
Date and the date of exercise of Over-allotment Option.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connecti on with the Cornerstone Investment.
CORNERSTONE INVESTORS
–1 6 7–


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Fanchang Revitalization
Wuhu Fanchang District Rural Revitalizatio n Development Group (Hong Kong) Limited
(‘‘Fanchang Revitalization ’’) is a limited liability company incorporated in Hong Kong. As at the
Latest Practicable Date, Fanchang Revitalizat ion was wholly owned by Wuhu Fanchang District
Rural Revitalization Development Group Co., Ltd.* ( 蕪湖市繁昌區鄉村振興發展集團有限公司)
(‘‘Fanchang Revitalization Group ’’). Fanchang Revitalization Group is a limited liability company
established in the PRC and is owned as to approximately (i) 23.08% by Wuhu Fanchang Chungu
Industry Investment Fund Co., Ltd. (‘‘ Fanchang Chungu ’’), and (ii) 76.92% by the Finance Bureau of
Fanchang District, Wuhu City (the State-owned A ssets Supervision and Administration Commission
of the People’s Government of Fanchang District, Wuhu City) (the ‘‘ Fanchang District Finance
Bureau ’’). Fanchang Chungu is ultimately wholly owned by the Fanchang District Finance Bureau.
Top New
Top New Development Limited is an investment holding company incorporated under the laws
of Hong Kong. It is ultimately controlled by Mr. Ji ang Nanchun, who is an Independent Third Party
and the founder and chairman of Focus Med ia Information Technology Co., Ltd. ( 分眾傳媒信息技
術股份有限公司)( ‘ ‘Focus Media ’’), a company listed on the Shenzhen Stock Exchange (stock code:
002027.SZ). After the Track Record Period and up to the Latest Practicable Date, the Company had
business relationship with a subsidiary of F ocus Media for distributing advertisements.
CLOSING CONDITIONS
The subscription obligation of each of the Co rnerstone Investors under the respective
Cornerstone Investment Agreements is subject to, among other things, the following closing
conditions:
(a) the underwriting agreements for the Hong K ong Public Offering and the International
Offering being entered into and having becom ee f f e c t i v ea n du n c o n d i tional (in accordance
with their respective original terms or as subsequently waived or varied by agreement of
the parties thereto) by no later than the time and date as specified in these underwriting
agreements, and neither of the aforesaid underw riting agreements having been terminated;
(b) the Offer Price having been agreed upon between the Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters of the Global Offering);
(c) the Listing Committee of the Stock Exchange having granted the approval for the listing
of, and permission to deal in, the H Shares (including the H Shares subscribed for by each
of the Cornerstone Investors) as well as other applicable waivers and approvals (including
waivers and approvals related to the subscription of the H Shares by each of the
Cornerstone Investors), and such approval, permission or waiver having not been revoked
prior to the commencement of dealings in the H Shares on the Stock Exchange;
(d) no laws shall have been enacted or promulg ated by any governmental authority which
prohibits the consummation of the transacti ons contemplated in the Global Offering or in
the Cornerstone Investment Agreements and there shall be no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation of
such transactions; and
(e) the respective representations, warrant ies, undertakings, a cknowledgments and
confirmations of the Cornerstone Inves tor under the Cornerstone Investment
Agreement are (as of the date of the respective Cornerstone Investment Agreement) and
will be (as of the Closing (as defined in the respective Cornerstone Investment Agreement)
and the delayed delivery date (as applicable)) true, accurate and complete in all respects
and not misleading and that there is no breach of such Cornerstone Investment
Agreement on the part of the Cornerstone Investor.
CORNERSTONE INVESTORS
–1 6 8–


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RESTRICTIONS ON DISPOSALS BY THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at
any time during the period of nine months fro m and including the Listing Date (the ‘‘ Lock-up
Period ’’), dispose of any of the Offer Shares they have subscribed for pursuant to the relevant
Cornerstone Investment Agreemen t, save for in certain limited circumstances, such as transfers to
any of its wholly owned subsidiaries who will be bound by the same obligations of such Cornerstone
Investor, including the Loc k-up Period restriction.
CORNERSTONE INVESTORS
–1 6 9–


--- page 179 ---
The following discussion and analysis should be read in conjunction with our consolidated
financial statements included in ‘‘Appendix I — Accountants’ Report,’’ together with the
accompanying notes. Our consolidated financial statements have been prepared in accordance with
IFRSs.
The following discussion and analysis contain forward-looking statements that involve risks and
uncertainties. These statements are based on assumptions and analysis that we make in light of our
experience and perception of historical trends, current conditions and expected future developments,
as well as other factors we believe are appropriate under the circumstances. However, our actual
results may differ significantly from those project ed in the forward-looking statements. Factors that
might cause future results to differ significant ly from those projected in the forward-looking
statements include, but are not limited to, those discussed in ‘‘Risk Factors’’ and ‘‘Forward-Looking
Statements’’ and elsewhere in this prospectus.
OVERVIEW
We are a fruit snack company with a particular focus on the plum-based products. We have
built a diverse plum-based products portfolio rang ing from classic products crafted with traditional
techniques to products fused with complex flav ors, catering to a wide range of taste profiles.
During the Track Record Period, we achieved strong growth. Our revenue increased by 22.2%
from RMB1,322.0 million in 2023 to RMB1,616.0 millio n in 2024, and further increased by 5.9% to
RMB1,710.7 million in 2025. Our gross profit incr eased by 10.0% from RMB529.7 million in 2023 to
RMB582.5 million in 2024, and further increa sed by 4.5% to RMB608.7 million in 2025. We
recorded a net profit of RMB99.2 million, RMB1 47.7 million and RMB182.1 million in 2023, 2024
and 2025, respectively.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with IFRS Accounting
Standards, which comprise all standards and in terpretations approved by the International
Accounting Standards Board. The historical fi nancial information has been prepared under the
historical cost convention except for financial assets at fair value through other comprehensive
income and financial liabilities at fair value thro ugh profit or loss which have been measured at fair
value.
The preparation of the historical financial in formation in conformity with IFRS Accounting
Standards requires the use of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying our accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where a ssumptions and estimates are significant to the
historical financial information, are disclosed in Note 3 to the Accountants’ Report included in
Appendix I to this prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Consumer Demand for Plum-Based Products
Our results of operations are significantly influenced by evolving consumer preferences and
tastes. Driven by increasing consumption level Chin ese consumers are increasingly prioritizing food
safety and natural ingredients, while demons trating a stronger willingness to pay a premium for
high-quality plum-based products made with natur al ingredients. Consumer preferences may shift
due to a variety of factors, including emerging health trend, shift in consumption concepts and
diversification of consumption scenarios. Our product innovation capabilities and deep market
insights have enabled us to deliver various fruit snack s with natural ingredients, garnering popularity
since their market introduction.
FINANCIAL INFORMATION
–1 7 0–


--- page 180 ---
Product Offering Expansion Driven by Continued R&D Efforts
Our revenue growth depends on our ability to d evelop and expand product offerings that
accommodate shifting consumer tastes and different consumption scenarios. Our product innovation
capabilities in developing commercially successful plum-based products are demonstrated by our
plum jelly launch. Positioned as a functional and prese rvative-free snacking alternative to traditional
options, the plum jelly’s revenue contribut ion grew rapidly from RMB311.1 million in 2023 to
RMB410.4 million in 2024, and further increased to RMB465.9 million in 2025. We aim to further
diversify our portfolio by fully exploring the va lue of plums in other product categories and
identifying new consumption scenarios for plum-based foods.
Expansion and Maintenance of Sales and Distribution Networks
Our multi-faceted sales network integrates o nline self-operated stores, supermarkets,
membership stores, snack stores and a distributorship network, encompassing both online and
offline scenarios. We plan to expand our presenc e in emerging direct sales channels, including
membership stores and national snack chains. We reach end consumers directly through our
self-operated online stores and sales to retailers. We established our self-operated stores on leading
e-commerce platforms and social media platforms. T hese customers possess extensive end consumer
bases and robust purchasing power, and we strateg ically sell products to them to further amplify our
market presence. Revenue from supermarkets and membership stores increased by 56.2% from
RMB170.9 million in 2023 to RMB266.9 million in 2 024, and further increased by 50.8% to
RMB402.6 million in 2025. Our revenue from snack s tores increased by 311.6% from RMB133.8
million in 2023 to RMB550.8 million in 2024 and furt her increased by 17.7% to RMB648.5 million in
2025.
We also collaborate with a wide array of distri butors, including wholesale distributors,
distributors with visit sales capabilities and county-level distributors. By harnessing the
complementary strengths of these distributor types, we have cultivated a highly adaptive
distribution network, which not only amplifies our market reach but also enhances operational
efficiency by aligning our resources with the unique demands of different segments. As of December
31, 2025, we engaged a total of 1,439 distributors.
Production Expansion and Supply Chain Management
We have established production bases next to ma jor plum sourcing regions including Anhui,
Fujian and Guangxi. The overall utilization rate o f our production plants was 79.1%, 83.2% and
75.1% in 2023, 2024 and 2025, respectively. We engage OEM suppliers to produce plum jelly as a
supplement to our own capacity. Our ability to further increase our production c apacity is critical to
supporting our stable and continuous business growth. In addition to refine and optimize our
production process, we plan to establish specialized production plants and expand our production
lines to increase our production capacity. See ‘‘Future Plans and Use of Proceeds.’’ In addition, we
are exposed to fluctuations in the prices of key raw materials, including green plums, imported
prunes and sugar, which may have impact on our cost of sales. We closely monitor the supply and
cost trends of the raw materials and maintain strong connections with our upstream plum suppliers
and overseas prune suppliers, fos tering long-term and stable partn erships. We strive to enhance our
supply chain management capabilit ies to boost operational and managerial efficiencies, ultimately
leading to improved fin ancial performance.
FINANCIAL INFORMATION
–1 7 1–


--- page 181 ---
Effectiveness of Branding and Marketing Activities
Our comprehensive, multi-dimensional appro ach includes leveraging products, cultural
initiatives, festivals, KOLs and celebrities. I n 2023, 2024 and 2025, our selling and distribution
expenses were RMB309.4 millio n, RMB310.2 million and RMB271.7 million, respectively. We
believe that effective marketing and branding a ctivities can increase consumer demand for our
products, thereby boosting our s hort-term revenue. In addition, these efforts will help transform
consumers into loyal supporters of our brands, ensuring sustainable profitability in the long term.
Seasonality
Our business operations exhibit seasonal pattern s in both procurement and sales activities. We
conduct significant procurement of plums during the spring harvest season to support our
production and sales requirements for the subsequent year. On the other hand, our business and
results of operation are subject to seasonal fluct uations primarily due to impact of public holidays
such as the Chinese New Year and the stocking a nd sales cycles of customers before or around
holidays. We launch product bundles for certain festivals and holidays to boost sales and typically
experience sales peaks before Chinese New Year. The se seasonal fluctuations may render our results
of operations in certain given periods not indicative of our results of operations for the full year.
CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
For our material accounting policies, estima tes, assumptions and judgments, that are
important to understanding our financial condit ion and results of operations, see Note 2.3 and
Note 3 to the Accountants’ Report in Appendix I to this Prospectus.
PRINCIPAL COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR
LOSS
The following table summarizes our results of operations for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Revenue 1,322,042 1,616,018 1,710,731
Cost of sales (792,331) (1,033,553) (1,102,031)
Gross profit 529,711 582,465 608,700
Other income and gains, net 27,962 39,572 34,966
Selling and distribution expenses (309,395) (310,170) (271,720)
Administrative expenses (88,691) (100,180) (112,085)
Research and development expenses (33,612) (18,948) (27,885)
Finance costs (7,966) (7,773) (13,221)
Fair value (loss)/gain on financial liabilities at
fair value through profit or loss (‘‘ FVTPL ’’) (6,026) (1,625) 5,300
Impairment losses on trade receivables and
other receivables, net (719) (2,143) (2,481)
Other expenses (661) (791) (2,399)
Profit before tax 110,603 180,407 219,175
Income tax expense (11,372) (32,688) (37,087)
Profit for the year 99,231 147,719 182,088
Attributable to:
Owners of the Company 99,231 147,719 182,088
FINANCIAL INFORMATION
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Revenue
Revenue by Product Category
The following table sets forth a breakdown of our revenue by product category for the years
indicated:
Year ended December 31,
2023 2024 2025
R M B%R M B%R M B%
(RMB in thousands, except for percentages)
Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5
Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2
Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3
Others (1) 16,878 1.3 8,568 0.5 34,747 2.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other
fruit-based products.
The table below sets forth a breakdown of our s ales volume and average selling price per kg by
m a j o rp r o d u c tc a t e g o r yf o rt h ey e a r si n d i c a t e d :
Year ended December 31,
2023 2024 2025
Dried plum snacks kilotons 23.2 29.9 23.6
RMB/kg 36.2 32.6 35.2
Prune-based products kilotons 4.0 5.6 9.0
RMB/kg 38.7 39.7 42.1
Plum jelly kilotons 12.1 21.8 24.7
RMB/kg 25.7 18.8 18.8
During the Track Record Period, the sales vol ume of plum jelly and prune-based products
increased steadily due to our expanding promotion efforts and new product launches. We introduced
various packaging sizes and combinations tailored to the targeted consumers’ preferences. Our target
consumers for membership stores and chain snac k stores differ from those of supermarkets.
Membership stores primarily serve premium co nsumers who seek higher-quality, curated and
customized product offerings. By contrast, chain snack stores attract consumers who prioritize
variety and novelty, with a focus on diversified snack options across flavors and package sizes.
Supermarkets, in comparison, generally cater to mass-market consumers seeking standardized,
broad-based assortments for routine purchases. A dditionally, in 2024, we offer customized products
with lower per-unit prices for distributors targe ting the lower-tier cities, expanding our market
presence. We expanded our produ ction capacity for plum jelly in 2024, allowing us to implement
more competitive pricing strategies to appeal to a broader range of consume rs. The average selling
price of our prune-based products increased grad ually during the Track Record Period, primarily
due to the launch of prune-based products tailo red for certain membership stores, reflecting
premium positioning.
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Revenue by Sales Channel
The table below sets forth a breakdown of our revenue by sales channel for the years indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5
Supermarkets and membership
stores (1) 170,919 12.9 266,914 16.5 402,554 23.5
Snack stores 133,827 10.1 550,813 34.1 648,451 38.0
Distributorship 881,714 66.7 659,065 40.8 530,781 31.0
Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0
Note:
(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both
online and offline, as well as membership stor es with whom we began coope ration in late 2024.
During the Track Record Period, revenue from su permarkets and membership stores increased
by 56.2% from RMB170.9 million in 2023 to RMB266. 9 million in 2024, and further increased by
50.8% to RMB402.6 million in 2025. This was primar ily driven by (i) our introduction of premium
products for membership stores, such as Chilean pitted prunes; and (ii) our commencement of
business with certain prominent and fas t-growing membership stores in late 2024.
Revenue from snack stores increased signifi cantly by 311.7% from RMB133.8 million in 2023
to RMB550.8 million in 2024 and further grew b y 17.7% to RMB648.5 million in 2025. This was
primarily driven by (i) the continued expansion of la rge-scale snack store chains; (ii) our expanded
presence and increased cooperation with leading nationwide snack store chains; (iii) our launch of
customized product formats, such as family-s ized packages and variety packs; and (iv) our
implementation of co-branding initiatives and targeted marketing campaigns, as well as our
enhanced use of digital marketing and live commerce platforms.
Revenue from distributorsh ip decreased by 25.2% at RMB881.7 million in 2023 to RMB659.1
million in 2024, further decreased by 19.5% to RM B530.8 million in 2025. This decline was primarily
due to our strategic shift to focus on the sales to sup ermarkets, membership stores and snack stores.
Cost of sales
The following table sets forth a breakdown of our cost of sales by nature for the years
indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except percentages)
Raw material costs 575,546 72.8 771,381 74.6 807,413 73.2
Labor costs 103,126 13.0 141,018 13.6 151,312 13.7
Outsourced processing costs 39,843 5.0 31,977 3.1 38,195 3.5
Utilities expenses 32,835 4.1 44,273 4.3 51,623 4.7
Depreciation and amortization 30,463 3.8 30,636 3.0 36,223 3.3
Others
(1) 10,518 1.3 14,268 1.4 17,265 1.6
Total 792,331 100.0 1,033,553 100.0 1,102,031 100.0
Note:
(1) Others primarily include testing fees, maintenance costs and low-value consumables.
FINANCIAL INFORMATION
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Our cost of sales generally increased in line w ith the revenue growth during the Track Record
Period. Our raw material costs, which accounted for 72.8%, 74.6% and 73.2% in 2023, 2024 and
2025, respectively, are mainly affected by the p rices of green plums, prunes and auxiliary raw
materials, which are subject to weather and mark et conditions. See ‘‘Industry Overview — Raw
Material Price Analysis.’’
Sensitivity analysis
The following sensitivity analy sis illustrates the impact of hypothetical fluctuation in our cost
of raw materials on our profit before tax during the Track Record Period:
Hypothetical changes in the cost of
raw materials
Year ended December 31,
2023 2024 2025
(RMB in thousands)
±2% 11,511 15,428 16,148
±5% 28,777 38,569 40,371
±10% 57,555 77,138 80,741
Gross Profit and Gross Profit Margin
The following table sets forth a breakdown of our gross profit and gross profit margin by
product category for the years indicated:
Year ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except percentages)
Dried plum snacks 316,378 37.7 312,639 32.1 277,007 33.4
Prune-based products 54,733 35.1 72,332 32.4 112,956 29.7
Plum jelly 153,030 49.2 196,107 47.8 211,450 45.4
Others
(1) 5,570 33.0 1,387 16.2 7,287 21.0
Total 529,711 40.1 582,465 36.0 608,700 35.6
Note:
(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea and other dried-fruit products.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our gross profit and gross profit margin by sales
channel for the years indicated:
Year ended December 31,
2023 2024 2025
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except percentages)
Online self-operated stores 68,050 50.2 65,420 47.0 53,545 41.5
Supermarkets and
membership stores (1) 77,051 45.1 105,118 39.4 131,959 32.8
Snack stores 54,266 40.5 191,685 34.8 228,529 35.2
Distributorship 330,344 37.5 220,242 33.4 194,667 36.7
Total 529,711 40.1 582,465 36.0 608,700 35.6
Note:
(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both
online and offline, as well as membership stor es with whom we began coope ration in late 2024.
We recognize promotional disco unts as deduction of revenue for both our retailer customers
and distributors. In particular, gross profit ma rgin of the sales to online self-operated stores
decreased from 47.0% in 2024 to 41.5% in 2025, primarily due to our expanded promotional
activities in relation to the competitive pricin g strategies of the products sold through online
platforms to enhance our brand recognition.
Other Income and Gains
The table below sets forth a breakdown of our other income and gains by nature for the years
indicated:
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Other income
Government grants and subsidies
Related to income 18,780 33,326 22,611
Related to assets 729 487 1,049
Proceeds related to scraps and raw materials,
net 6,357 3,933 5,691
Bank interest income 665 547 479
Others 312 514 4,470
Total other income, net 26,843 38,807 34,300
Gains
Gains on disposal of items of property, plant
a n d e q u i p m e n t 1 41 22 6
Compensation 1,105 753 640
Total gains 1,119 765 666
Total other income and gains, net 27,962 39,572 34,966
FINANCIAL INFORMATION
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A significant portion of government grants we received during the Track Record Period were
from the local governments of Jinghu District and Fanchang District in Wuhu City in recognition of
our contribution to the local economy, as well as our investment in production capacity expansion.
In particular, we had an increase in the government grants and subsidies related to income in 2024,
primarily in relation to certain subsidies for our bu siness operations that we re timely fulfilled and
disbursed, and such government grants and subsidies decreased in 2025 due to a reduction in
income-related government grants and subsidies. We have obtained approval documents issued by
competent authorities or signed relevant agr eements with competent authorities for these
government grants.
Selling and Distribution Expenses
The table below sets forth a breakdown of ou r selling expenses by nature for the years
indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except percentages)
Employee compensation
expenses 75,316 24.3 80,346 25.9 73,425 27.0
Marketing expenses 77,097 24.9 60,747 19.6 58,410 21.5
Advertising expenses 74,215 24.0 79,022 25.5 55,594 20.5
Transportation expenses 53,744 17.4 64,607 20.8 60,536 22.3
Travel expenses 15,051 4.9 14,180 4.6 10,094 3.7
Depreciation and
amortization 6,795 2.2 6,933 2.2 5,774 2.1
Others
(1) 7,177 2.3 4,335 1.4 7,887 2.9
Total 309,395 100.0 310,170 100.0 271,720 100.0
Note:
(1) Others primarily represent entertainment fe es, rental fees and office utilities expenses.
During the Track Record Period, our selling and distribution expenses as a percentage of
revenue decreased from 23.4% in 2023 to 19.2% in 2024 and further decreased to 15.9% in 2025.
Such trend throughout the Track Record Period was primarily because (i) we optimized our sales
and marketing efficiency, resulting in the decr eased employee compensation expenses; (ii) we
deployed more effective advertising approaches targeting certain channels and customer bases,
leading to the decreases in advertising expenses; a nd (iii) we expanded our sales to retail channels,
and some of which, such as most snack stores, g enerally required less marketing effort.
FINANCIAL INFORMATION
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Administrative Expenses
The table below sets forth a breakdown of our ad m i n i s t r a t i v ee x p e n s e sb yn a t u r ef o rt h ey e a r s
indicated:
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except percentages)
Employee compensation
expenses 51,420 58.0 54,425 54.4 62,519 55.7
Depreciation and
amortization 16,325 18.4 16,327 16.3 14,958 13.3
Taxes and surcharges 10,066 11.3 11,163 11.1 11,834 10.6
Consulting fees 1,715 1.9 2,113 2.1 1,905 1.7
Travel expenses 4,786 5.4 5,819 5.8 5,913 5.3
Business development
expenses 1,949 2.2 1,652 1.6 1,181 1.1
Listing expenses – – 5,794 5.8 12,678 11.3
Others
(1) 2,430 2.7 2,887 2.9 1,097 1.0
Total 88,691 100.0 100,180 100.0 112,085 100.0
Note:
(1) Others primarily represent rental fees and bank charges.
Research and Development Expenses
The table below sets forth a breakdown of our research and development expenses by nature
f o rt h ey e a r si n d i c a t e d :
Year ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except percentages)
Direct costs 22,012 65.5 9,531 50.2 16,540 59.3
Employee compensation
expenses 8,281 24.6 7,475 39.5 8,514 30.5
Depreciation and
amortization 1,710 5.1 1,323 7.0 1,974 7.1
R&D outsource 1,264 3.8 337 1.8 617 2.2
Others (1) 345 1.0 282 1.5 240 0.9
Total 33,612 100.0 18,948 100.0 27,885 100.0
Note:
(1) Others primarily represent utilities expenses.
FINANCIAL INFORMATION
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Finance Costs
The table below sets forth a breakdown of our finance costs by nature for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Interest on bank loans 7,817 7,652 13,080
Interest on lease liabilities 149 121 141
Total 7,966 7,773 13,221
Fair Value (Loss)/Gain on Financial Liab ilities at Fair Value Through Profit or Loss
Certain independent investors subscribed or acquired our ordinary shares with preferential
rights that are designated as financial liabilitie s at FVTPL and were subsequently measured at fair
value.
We had fair value losses on financial liabilitie s at fair value through profit or loss of RMB6.0
million, RMB1.6 million and fair value gain on financial l iabilities at fair value through profit or loss
of RMB5.3 million in 2023, 2024 and 2025, respectively, primarily representing changes in fair value
of the equity interests with preferential rights held by our investors. See Note 24 to the Accountants’
Report included in Appendix I to this prospectus.
Income Tax Expense
Our income tax comprises current and deferred tax. We recorded income tax expense of
RMB11.4 million, RMB32.7 million and RMB37.1 millio n in 2023, 2024 and 2025, respectively. In
2023, 2024 and 2025, our Company and its subsidiaries established in the PRC are subject to the
PRC corporate income tax rate of 25.0%, except tha t some of the subsidiaries and their projects were
entitled to preferential tax treatments.
Certain of our subsidiaries are qualified as sma ll and micro enterprises and were entitled to
preferential corporate income tax rates of 2.5% to 5% in 2022 and 5% in 2023 and 2024,
respectively. One of our subsidiaries, Liuliume i Research Institute, was recognized as a High and
New Technology Enterprise in 2022 and was entitle d to a preferential corporate income tax rate of
1 5 %d u r i n ge a c hp e r i o do ft h eT r a c kR e c o r dP e r i o d .This qualification is subject to review by the
relevant tax authority in the PRC for every three years. Certain subsidiaries were granted tax
exemptions in accordance with the policy of ‘‘The notice of preferential tax policy for preliminary
processing of agriculture products.’’ In addition, enterprises engaging in research and development
activities are entitled to claim as deduction 200% as tax deductible expenses when determining their
taxable profits for the year (the ‘‘ Super Deduction ’’) according to relevant laws and regulations. Our
management have made best estimate for the Sup er Deduction to be claimed in ascertaining the
assessable profits during the Track Record Peri od. As of the Latest Practicable Date, we did not
have any material dispute with any tax authority.
FINANCIAL INFORMATION
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YEAR-ON-YEAR COMPARISON OF RESULTS OF OPERATIONS
Results of Operations in 2025 compared with 2024
The following discussion compares our conso lidated results of operations in 2025 with 2024.
Revenue
Our revenue increased by 5.9% from RMB1, 616.0 million in 2024 to RMB1,710.7 million in
2025. This increase was primarily due to the increased sales of our prune-based products and plum
jelly.
In particular:
. Revenue from dried plum snacks decr eased by 14.8% from RMB973.5 million to
RMB829.9 million in 2025, respect ively. The decrease was caused by our strategic shift to
developing and promoting our other product categories.
. Revenue from prune-based products incr eased by 70.0% from RMB223.6 million in 2024
to RMB380.2 million in 2025. The increase was primarily due to a surging market demand
for our newly launched pitted prune-based products and our customized prune-based
products for certain membership stores.
. Revenue from plum jelly increased b y 13.5% from RMB410.4 million in 2024 to
RMB465.9 million in 2025. The increase was primarily driven by the growing market
demand for fruit-based jelly and newly la unched seasonal-themed products and
electrolyte-infused slushy jelly.
. Revenue from other products surged by 305.5% from RMB8.6 million in 2024 to
RMB34.7 million in 2025, primarily in rela tion to the increased sales of our newly
launched product categories, such as plum gummy.
In terms of sales channels, revenue from snack stores increased by 17.7% from RMB550.8
million in 2024 to RMB648.5 million in 2025, while re venue from supermarkets and membership
stores increased by 50.8% from RMB266.9 million in 2024 to RMB402.6 million in 2025. Such
increases were primarily due to our strategic shift in sales focus from distributorship to more direct
cooperation with supermarkets, membership stores and snack stores, resulting in increased sales of
products tailored for these channels.
Cost of Sales
Our cost of sales increased by 6.6% from R MB1,033.6 million in 2024 to RMB1,102.0 million
in 2025, in line with our revenue growth during the same period.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 4.5% from RMB582.5 million in 2024
to RMB608.7 million in 2025. Our gross profit margin remained relatively stable at 36.0% in 2024
and 35.6% in 2025. The gross profit margin for dried plum snacks remained relatively stable at
32.1% in 2024 and 33.4% in 2025. The gross profit ma rgin for prune-based products decreased from
32.4% in 2024 to 29.7% in 2025, primarily due to increased raw material costs and the ramp-up of
the production line for our prune-based produc ts in 2025. The gross profit margin for plum jelly
decreased from 47.8% in 2024 to 45.4% in 2025, primarily attributable to (i) the increased raw
material costs, such as konjac, and (ii) higher unit production costs during the ramp-up phase of the
new production line. Gross profit margin for other products increased from 16.2% in 2024 to 21.0%
in 2025.
FINANCIAL INFORMATION
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In addition, there were movements in gross profit margins across sales channels. In particular,
our gross profit margin from sales to supermarke ts and membership stores decreased from 39.4% in
2024 to 32.8% in 2025, mainly because we increased the sales of customized prune-based products
for a membership store, which had lower profit mar gins. Our gross profit margin from sales to snack
stores increased from 34.8% in 2024 to 35.2% in 2025, as we introduced certain customized dried
plum snacks with higher margins for national snack chains. Our gross profit margin from sales to
online self-operated stores decreased from 47.0% in the 2024 to 41.5% in 2025, primarily because the
increased promotion expenditure on e-commerce p latforms to enhance the market exposure of our
new products. Our gross profit margin from distri butorship increased from 33.4% in 2024 to 36.7%
in 2025, as we reduced the discounts for distrib utors who failed to meet the sales targets while
shifting to retail channels.
Other Income and Gains
Our other income and gains decreased by 11.6% from RMB39.6 million in 2024 to RMB35.0
million in 2025 primarily due to a reduction in incom e-related government grants and subsidies.
Selling and Distribution Expenses
Our selling and distribution expenses dec reased by 12.4% from RMB310.2 million in 2024 to
RMB271.7 million in 2025. This decrease was pr imarily due to (i) a decrease in employee
compensation and travel expenses, mainly driven by our strategic shift in sales channels, as the direct
sales to snack stores, supermarkets and membersh ip stores typically rely on their in-house sales
expertise and require fewer sales personnel; and (ii) a decrease in advertising expense, as we deployed
more efficient advertising strategy tailored to s pecific products and specific consumer groups.
Administrative Expenses
Our administrative expenses increased by 11 .9% from RMB100.2 million in 2024 to RMB112.1
million in 2025, primarily due to the an increase in listing expenses and increase in employee
compensation expenses for talent recruitment.
Research and Development Expenses
Our research and development expenses inc reased by 47.6% from R MB18.9 million in 2024 to
RMB27.9 million in 2025, primarily due to the increa sed direct costs for new product development
projects, including new dried plum products and prune-based products.
Finance Costs
Our finance costs increased by 69.2% fro m RMB7.8 million in 2024 to RMB13.2 million in
2025, primarily due to an increase in interest on bank loans caused by our increased bank loans for
raw material and equipment purchases.
Fair Value (Loss)/Gain on Financial Liabilit ies at Fair Value Through Profit or Loss
Our fair value loss on financial liabilities at f air value through profit or loss increased from
RMB1.6 million in 2024 to fair value gain on financial liabilities at fair value through profit or loss
of RMB5.3 million in 2025. This change from loss to p rofit was primarily due to the fully settled
redemption of liabilities of Ser ies A Shares in January 2025.
Income Tax Expense
Our income tax expense increased from RMB3 2.7 million in 2024 to RMB37.1 million in 2025,
primarily due to the increase of our profit before tax during this period.
FINANCIAL INFORMATION
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Profit for the Year
As a result, our profit for the year incre ased by 23.3% from RMB147.7 million in 2024 to
RMB182.1 million in 2025.
Results of Operations in 2024 compared with 2023
The following discussion compares our conso lidated results of operations in 2024 with 2023.
Revenue
Our revenue increased by 22.2% from RMB1 ,322.0 million in 2023 to RMB1,616.0 million in
2024. The increase was primarily due to (i) increa sed consumer demand for our dried plum snacks,
prune-based products and plum jelly, and (ii) the s uccessful expansion of our retail channels as we
expanded sales with snack stores, national and regional supermarkets and renowned membership
stores which possess extensive consume r bases and robust purchasing power.
In particular:
. Revenue from dried plum snacks increased by 16.2% from RMB838.1 million in 2023 to
RMB973.5 million in 2024. The increase was pr imarily driven by an increase in sales
volume, which grew from 23,168 tons in 2023 to 29,894 tons in 2024. Such growth reflects
the rising popularity of our dried plum snacks and enhanced brand recognition among
consumers, driven by our continuous efforts to launch new products and upgrade existing
ones as well as successful marketing activities.
. Revenue from prune-based products incr eased by 43.3% from RMB156.0 million in 2023
to RMB223.6 million in 2024. The increase was primarily due to the growth of sales
volume from 4,028 tons in 2023 to 5,634 tons in 2024, influenced by consumer preferences
for snacks with natural ingredients.
. Revenue from plum jelly increased b y 31.9% from RMB311.1 million in 2023 to
RMB410.4 million in 2024. The increase was pr imarily driven by robust consumer demand
for our new products, with the sales volume of ou r plum jelly increasing significantly from
12,104 tons in 2023 to 21,784 tons in 2024, ref lecting the successful outcomes of our
product development efforts in introducing new flavors.
. Revenue from other products amounted to RMB16.9 million in 2023 and RMB8.6 million
in 2024, primarily in relation to ou rt r i a ls a l e so fc e r t a i np r o d u c t s .
We had continuously achieved substantial reve nue growth from retailer customers, including
national snack chains, as well as membership stores which we started to cooperate with in the late
2024. Revenue from snack stores increased by 311.6% from RMB133.8 million in 2023 to RMB550.8
million in 2024, while revenue from supermarkets a nd membership stores increased by 56.2% from
RMB170.9 million in 2023 to RMB266.9 million in 20 24. Such increases were primarily due to (i) the
increase in number of supermarkets that we cooperated with from 41 as of December 31, 2023 to 113
as of December 31, 2024 and the increase in number o f snack stores that we cooperated with from 48
as of December 31, 2023 to 94 as of December 31, 2024; and (ii) the improving sales performance
with our existing retailer customers, as we capitali zed on their extensive networks to establish direct
consumer connections and achieve nationwide sales growth.
Cost of Sales
Our cost of sales increased by 30.5% from RMB792.3 million in 2023 to RMB1,033.6 million in
2024, primarily due to the increase in raw material c osts and labor costs, as a result of the growing
total production volume in line with our business expansion.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross prof it increased by 10.0% from RMB529.7 million in
2023 to RMB582.5 million in 2024. Our gross profit margin decreased from 40.1% in 2023 to 36.0%
in 2024. We had a general decrease in the gross profit margin of our major product categories
including dried plum snacks, prune-based products and plum jelly, primarily due to (i) an increase in
the raw material costs affected by the fluctuation s in market prices of key raw materials, and (ii) that
we proactively offered more favorable prices to increase our market penetration in the broad snack
industry, appealing to a broader range of consumers.
In terms of sales channel, our gross profit ma rgins change across different channels.
Specifically, our gross profit margin from sales to supermarkets and membership stores declined
from 45.1% in 2023 to 39.4% in 2024. Similarly, our gross profit margin from sales to snack stores
decreased from 40.5% in 2023 to 34.8% in 2024. This reduction is primarily due to our adoption of a
pricing strategy that offers lower prices to these c ustomers, coupled with a reduction in expenditures
in relation to marketing activities in cooperati on with these customers. With enhanced pricing
transparency, our customers have been able to leverage their geographic coverage and direct
consumer reach, while enabling us to a chieve improved sales efficiency.
Other Income and Gains
Our other income and gains increased fro m RMB28.0 million in 2023 to RMB39.6 million in
2024. The increase was primarily due to the increase in government grants and subsidies related to
income in relation to our local operations.
Selling and Distribution Expenses
Our selling and distribution expenses amou nted to RMB309.4 million in 2023 and RM310.2
million in 2024. The slight increase was primarily attr ibutable to (i) an increase in transportation
expenses, in line with our sales growth, (ii) an increase in the advertising expenses for celebrity
endorsements to expand our consumer base, and (iii) an increase in employee compensation expenses
as we expanded our sales team to support our business expansion. This was partially offset by a
decrease in the marketing expenses as we expanded our sales with retailer customers who required
fewer marketing activities.
Administrative Expenses
Our administrative expenses increased by 13 .0% from RMB88.7 million in 2023 to RMB100.2
million in 2024. The increase was primarily due to (i) the expansion of our administrative team as our
business scaled up, and (ii) the listing expenses incurred in 2024.
Research and Development Expenses
Our research and development expenses decr eased by 43.8% from RMB33.6 million in 2023 to
RMB18.9 million in 2024. The decrease was primarily due to the conclusion of certain R&D projects
initiated in previous periods, which resulted in the launch of new products such as Premium Plums
and plum jelly products featuring new flavors.
Finance Costs
Our finance costs decreased from RMB8.0 million in 2023 to RMB7.8 million in 2024. The
decrease was primarily due to the decrease in in terest on bank loans, attributable to (i) our
repayment of existing loans and securing new lo ans at lower interest rates, and (ii) our reduced
financing needs resulting from increased cash flow generated by our expanded sales.
FINANCIAL INFORMATION
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Fair Value (Loss)/Gain on Financial Liabilit ies at Fair Value Through Profit or Loss
Our fair value loss on financial liabilities at fair value through profit or loss decreased from
RMB6.0 million in 2023 to RMB1.6 million in 2024. The decrease was primarily due to (i) the
changes in the fair value of equity interests with p referential rights held by our investors, (ii)
payment for repurchase of shares issued to an inve stor, (iii) termination of preferential rights
granted to certain investors, and (iv ) issuance of shares to a new investor.
Income Tax Expense
Our income tax expense increased from RMB1 1.4 million in 2023 to RMB32.7 million in 2024,
primarily due to the increase of our profit before tax in 2024.
Profit for the Year
As a result, our profit for the year incre ased by 48.9% from RMB99.2 million in 2023 to
RMB147.7 million in 2024.
DESCRIPTION OF CERTAIN COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The following table sets forth the components of our consolidated statements of financial
position as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipmen t 563,492 592,238 688,491
Right-of-use assets 90,897 86,494 85,668
Other intangible assets 2,856 2,385 1,836
Prepayments, other receivables and other assets 12,291 32,133 66,903
Deferred tax assets 46,100 21,612 14,344
Total non-current assets 715,636 734,862 857,242
Current assets
Inventories 425,934 523,701 673,368
Trade and bills receivables 80,526 162,928 220,996
Prepayments, other receivables and other assets 69,330 115,236 115,646
Income tax recoverable 129 6,501 11,730
Financial assets at fair value through other
comprehensive income (‘‘ FVOCI ’’) 983 30 —
Pledged bank deposits 34,732 49,662 77,187
Cash and cash equivalents 67,392 78,047 33,904
Total current assets 679,026 936,105 1,132,831
FINANCIAL INFORMATION
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As of December 31,
2023 2024 2025
(RMB in thousands)
Current liabilities
Financial liabilities at FVTPL 262,535 171,109 —
Trade and bills payables 1 84,957 290,909 346,129
Other payables and accruals 280,979 258,675 258,884
Interest-bearing bank borrowings 180,197 321,333 475,393
Income tax payable 7,420 6,478 20,932
Lease liabilities 1,965 784 2,360
Total current liabilities 918 ,053 1,049,288 1,103,698
Net Current (Liabilities)/Ass ets (239,027) (113,183) 29,133
Total Assets less Current Liab ilities 476,609 621,679 886,375
Non-current liabilities
Financial liabilities at FVTPL 206,142 – –
Lease liabilities 1,930 1,146 606
Deferred income 3,072 2,585 4,142
Total non-current liabilities 211,144 3,731 4,748
Net assets 265,465 617,948 881,627
Equity
Equity attributable to owners of the Company
Share capital 75,665 75,665 67,347
Reserves 189,800 542,283 814,280
Total equity 265,465 617,948 881,627
Property, Plant and Equipment
The following table sets forth a breakdown of our property, plant and equipment as of the
dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Buildings 368,786 352,314 349,927
Plant and machinery 144,811 170,679 205,599
Furniture and fixtures 13,310 9,417 4,933
Motor vehicles 901 1,908 3,621
Building improvement 4,166 2,858 1,633
Electronic equipment 2,156 2,266 2,535
Construction in progress 29,362 52,796 120,243
Total 563,492 592,238 688,491
FINANCIAL INFORMATION
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Our property, plant and equi pment increased from RMB563 .5 million as of December 31, 2023
to RMB592.2 million as of December 31, 2024, prima rily due to an increase in construction in
progress in relation to Liuliu Orch ard exhibition hall, the product ion lines of dried plum snacks and
the equipment for the plum jelly production facilit ies. Our property, plant and equipment further
increased from RMB592.2 million as of Decembe r 31, 2024 to RMB688.5 million as of December 31,
2025, primarily due to (i) an increase in plant and machinery and (ii) construction in progress in
relation to certain production facilities for prun e-based products and plum jelly in response to the
surging market demand.
Right-of-use Assets
Our right-of-use assets primarily consist of (i) le asehold land and (ii) offices. Our right-of-use
assets decreased from RMB90.9 million as o f December 31, 2023 to RMB86.5 million as of
December 31, 2024, primarily due to amortization t o the leasehold land and office premises. Our
right-of-use assets remained relatively stab le at RMB86.5 million as of December 31, 2024 and
RMB85.7 million as of December 31, 2025.
Other Intangible Assets
Our other intangible assets primarily consis t of (i) software for daily operations, and (ii)
licenses, including the emission permit. Our othe r intangible assets decreased from RMB2.9 million
as of December 31, 2023 to RMB2.4 million as of D ecember 31, 2024, and further decreased to
RMB1.8 million as of December 31, 2025, primarily du e to amortization of the software and licenses.
Prepayments, Other Receivables and Other Assets
The following table sets forth a breakdown of our prepayments, other receivables and other
assets as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Current
Prepayments to suppliers 27,363 35,274 32,558
Value-added tax recoverable 16,147 15,286 27,481
Advertising endorsement fee 7,556 10,595 1,537
Deposits 5,200 16,363 7,422
Receivables from employees 5,430 4,633 4,728
Other receivables 7,969 32,328 40,058
Deferred listing expense – 1,412 3,115
Impairment allowance (335) (655) (1,253)
69,330 115,236 115,646
Non-current
Prepayments for non-current assets 12,291 32,133 66,903
12,291 32,133 66,903
Total 81,621 147,369 182,549
FINANCIAL INFORMATION
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Our current portion of our prepayments, other receivables and other assets increased from
RMB69.3 million as of December 31, 2023 to RMB11 5.2 million as of December 31, 2024, primarily
due to (i) an increase in prepayment to suppliers fo r raw materials, (ii) an increase in deposits for
participation in land auctions and (iii) an increa se in other receivables in relation to government
grants and subsidies. The current portion of our prepayments, other receivables and other assets
remained relatively stable at RMB115.2 millio n as of December 31, 2024 and RMB115.6 million as
of December 31, 2025. This stability was primarily attributable to an increase in value-added tax
recoverable, resulting from a higher balance o f input VAT that had not yet been offset against
output VAT as at the period end. Such increase wa s partially offset by a decrease in advertising
endorsement fees due to the amortization of such fees over the term of our endorsement
arrangement, which expired at the end of 2025, a nd a decrease in deposits primarily due to the
offset of a land deposit against the land premium.
The non-current portion of our prepayments, o ther receivables and other assets decreased,
representing the prepayment for land in relation to the expansion and upgrading of our production
facilities, as well as the construction of our R&D and sales and marketing centers, amounted to
RMB12.3 million, RMB32.1 million and RMB66.9 million in 2023, 2024 and 202 5, respectively.
The following table sets forth a breakdown of our other receivables as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Receivables from e-commerce platforms 5,728 16,202 21,935
Government grant receivables – 13,628 15,244
Others 2,241 2,498 2,879
Total 7,969 32,328 40,058
The fluctuation in our receivab les from e-commerce platforms during the Track Record Period
was primarily attributable to variations in th e timing of settlements made by the e-commerce
platforms.
As of April 30, 2026, RMB86.8 million, or 47.2% o f our prepayments, other receivables and
other assets as of December 31, 2025 had been settled.
Inventories
Our inventories primarily consist of (i) work -in-progress which mainly includes plums in
flavoring process, (ii) raw materials, primarily in cluding packaging materials and ingredients for
plum jelly such as locust bean gum and konjac, and (iii) finished goods and goods in transit. The
following table sets forth a breakdown of our inventories as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Work-in-progress 306,122 338,019 546,342
Raw materials 52,305 77,472 66,664
Finished goods and goods in transit 67,507 108,210 60,362
Total 425,934 523,701 673,368
FINANCIAL INFORMATION
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Our inventories increased f rom RMB425.9 million as of Dec ember 31, 2023 to RMB523.7
million as of December 31, 2024, primarily due to (i) our proactive increase in inventory reserves
based on overall market demand forecasts, and (ii) an increase in goods in transit as our customers
stocked up in anticipation of surging sales befor e the Chinese New Year, which occurred earlier in
2025 compared to the previous year. Our inv entories increased from RMB523.7 million as of
December 31, 2024 to RMB673.4 million as of December 31, 2025, primarily due to an increase in
work-in-progress, as we conducte d preliminary processing for raw materials in preparation for
further processing, thereby meeting the expanding production needs in anticipation of the growing
market demand in Chinese New Ye ar promotion in February 2026.
The following table sets forth an aging analysis of our inventories as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Within one year 378,666 474,716 612,830
One to two years 47,268 48,985 60,538
Total 425,934 523,701 673,368
During the Track Record Period, our inventory aged one to two years were primarily plums in
favoring process. We believe there is no impairm ent issue for our inventories as of December 31,
2025. Our provision policy for inventories is based on estimates of the realizable value with reference
to the ageing and condition of the inventories, together with the econo mic circumstances on the
marketability of such inventories . Under our internal policies, we shall make full provision for
expired finished goods and raw materials or work-in-progress that are no longer expected to be used.
During the Track Record Period, a significant portion of our inventories comprises our
work-in-progress mainly including plums in fl avoring process. We have implemented management
protocols for raw materials and work-in-progress at different production stages, covering plum
specifications, sugaring and salting processes and storage durations. For the production of dried
plum snacks, we place plums into salting and sugaring vats for a period of no shorter than 90 days,
creating an environment that inhibits microbial growth and preserves the plums’ quality. We
conduct daily inspections with full coverage of all vats during the sugaring and salting processes.
Plums are naturally sun-dried in enclosed s unrooms to minimize contamination and ensure
consistent sensory quality and color. Prior to each subsequent production stage, we conduct sample
quality inspections on every batch of work-in-progress. We package and store our work-in-progress
in temperature- and humidity-controlled clean areas. Storage periods are defined by product
category, with strict usage deadlines to maintain qu ality. We also periodica lly review our inventories
aging list, which involves comparison of the carryin g amount of our inventories with their respective
net realizable value.
The following table sets forth our inventory turnover days and the turnover days of certain
types of inventories for the years indicated:
Year ended December 31,
2023 2024 2025
Inventory turnover days
(1) 181.7 167.7 198.2
Note:
(1) Inventory turnover days for a period equal the average of the gross value of the opening and closing inventory
balance divided by cost of sales for the relevant perio d and multiplied by the number of days in the relevant
period, which is 365 days for each year.
FINANCIAL INFORMATION
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Our inventory turnover days were 186.5 days, 181.7 days, 167.7 days and 198.2 days for the
years ended December 31, 2023, 2024 and 2025. We have relatively long inventory turnover days,
primarily because we maintain a sufficient volume o f work-in-progress, which consists mainly of
plums in flavoring process with an extended storage period. The increase in the inventory turnover
days from 2024 to 2025 aligned with our production schedule in preparation for promotional events
during the Chinese New Year, which occurred in Feb ruary 2026, a month later than the Chinese New
Year in the previous year. Our Directors are of the view that there is no material impairment issue
for our inventories, considering that (i) most of ou r inventories consist of work-in-progress held as
part of our normal production process, and that (ii) we have established robust policies to manage
such inventories.
As of April 30, 2026, RMB455.2 million, or 66.8% o f our inventories as of December 31, 2025,
h a db e e nc o n s u m e do rs o l d .
Trade and Bills Receivables
The following table sets forth a breakdown of o ur trade and bills receivables as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade receivables 84,013 168,283 228,395
Impairment (5,499) (7,322) (9,205)
Trade receivables, net 78,514 160,961 219,190
Bills receivable 2,012 1,967 1,806
Trade and bills receivables 80,526 162,928 220,996
Our trade and bills receivables increased from RMB80.5 million as of December 31, 2023 to
RMB162.9 million as of December 31, 2024, primarily because our customers normally stock up in
anticipation of surging sales before the Chinese New Year, which occurred earlier in 2025 compared
to the previous year. Our trade and bills recei vables increased from RMB162.9 million as of
December 31, 2024 to RMB221.0 million as of Decem ber 31, 2025, primarily due to the increased
sales to membership stores and snack stores to whom we provide credit terms.
We generally grant a credit period of one month to our retailer customers, and may extend up
to 30 to 60 days for major retailer customers. The increase in trade receivables aged between three to
six months from 2024 to 2025 was primarily attributable to the conversion of certain key account
customers from distributor-mediated arrangemen ts to direct sales channels, which resulted in the
extended payment terms customarily imposed by su ch institutional retail counterparties being
reflected directly on the our own receivables aging schedule. The following table sets forth an aging
analysis of our trade receivables, based on the invoice date and net of provisions, as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Within three months 44,481 127,960 172,586
Three to six months 5,875 4,359 32,322
Six to twelve months 7,832 7,807 9,478
Over one year 20,326 20,835 4,804
Total 78,514 160,961 219,190
FINANCIAL INFORMATION
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Our trade receivables aged within three months increased from RMB44.5 million as of
December 31, 2023 to RMB128.0 million as of December 31, 2024. The fluctuations were primarily
influenced by our customers’ mass procurement in preparation of the Chinese New Year, which
varies in timing each year. Our trade receivables aged within three months further increased from
RMB128.0 million as of December 31, 2024 to RMB172.6 million as of December 31, 2025, which
was in line with our growing sales to direct sales customers.
Our trade receivables aged over one year rema ined relatively stable at RMB20.3 million as of
December 31, 2023 and RMB20.8 million as of Decem ber 31, 2024. The relatively high amount of
our trade receivables aged over one year as of Decemb er 31, 2024 is primarily attributable to certain
historical payments that remain unsettled with two renowned retail groups. Our trade receivables
aged over one year decreased from RMB20.8 mi llion as of December 31, 2024 to RMB4.8 million as
of December 31, 2025, primarily du e to our optimized management an d increased settlement of trade
receivables from certain customers. We belie ve there is no recoverability issue for our trade
receivables, and we have sufficient provisions, taking into account (i) our robust credit risk
management system, which includes credit evalua tions and tailored credit policies, under which
credit terms are only granted to direct sales custome rs with exceptionally strong credit profiles (e.g.
large-scale supermarket groups) while no credit sa les are offered to distributors; and (ii) stringent
internal measures such as monthly reconciliation of trade receivables, issuance of invoices based on
settlement confirmations, and ongoing monitoring and management by the financial department
that enhance the collection and ma nagement of trade receivables.
The following table sets forth the turnover day s of our trade and bills receivables for the years
indicated:
Year ended December 31,
2023 2024 2025
Trade and bills receivables turnover days
(1) 23.4 28.9 42.7
Note:
(1) Trade and bills receivables turnover days for a period eq ual the average of opening and closing balance of trade
and bills receivables for the relevan t period divided by revenue for the rel evant period and multiplied by the
number of days in the relevant period, which is 365 days for each year.
Our trade and bills receivables turnover days increased from 28.9 days in 2024 to 42.7 days in
2025, primarily due to the increased sales to cert ain major retail customers, to whom we typically
granted longer credit terms.
As of April 30, 2026, RMB196.5 million, or 86.0 % of our trade receivables as of December 31,
2025 had been settled.
Trade and Bills Payables
The following table sets forth a breakdown of our trade and bills payables as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade payables 128,792 213,148 239,060
Bills payable 56,165 77,761 107,069
Total 184,957 290,909 346,129
FINANCIAL INFORMATION
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Our trade and bills payables increased fr om RMB185.0 million as of December 31, 2023 to
RMB290.9 million as of December 31, 2024, primarily due to the procurement of raw materials as
our business operations expanded and the strong market performance of certain new products. Our
trade and bills payables increased from RMB 290.9 million as of December 31, 2024 to RMB346.1
million as of December 31, 2025, primarily due to the increased purchase of auxiliary materials to
meet our expanded production.
The following table sets forth the turnover d ays of our trade and bills payables for the years
indicated:
Year ended December 31,
2023 2024 2025
Trade and bills payables turnover days
(1) 87.0 84.0 105.5
Note:
(1) Trade and bills payables turnover days for a period equ al the average of opening and closing balance of trade and
bills payables for the relevant perio d divided by cost of sales for the rele vant period and multiplied by the number
of days in the relevant period, which is 365 days for each year.
The increase in our trade and bills payables tu rnover days from 84.0 days as of December 31,
2024 to 105.5 days as of December 31, 2025 was primarily due to our increased procurement of raw
materials and packaging materials in line with our production schedule, which led to more trade
payables and higher trade payables turnover days.
As of April 30, 2026, RMB210.7 million, or 88.1% of our trade payables as of December 31,
2025 had been settled.
Other Payables and Accruals
The following table sets forth the breakdown of other payables and accruals as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Contract liabilities 122,252 73,226 83,809
Payables for purchase of property, plant and
equipment 43,367 37,710 63,811
Payroll payables 30,505 37,121 20,047
Other tax payables 25,579 27,564 27,137
Deposits 21,589 21,402 16,594
Accrued expenses 19,100 37,740 16,719
Due to related parties 28 28 –
Other payables 18,559 23,884 30,767
Total 280,979 258,675 258,884
Our other payables and accrua ls decreased from RMB281.0 million as of December 31, 2023 to
RMB258.7 million as of December 31, 2024. Our othe r payables and accruals remained relatively
stable at RMB258.7 million as of December 3 1, 2024 and RMB258.9 million as of December 31,
2025, as the increase in contract liabilities, pr imarily due to advance payments received from
distributors following the launch of our prune promotion campaign, and the increase in payables for
the purchase of property, plant and equipment, primarily in connection with our plum production
FINANCIAL INFORMATION
–1 9 1–


--- page 201 ---
line under construction, were largely offset by the d ecrease in payroll payables as a result of changes
in our year-end bonus inventive scheme, and the decrease in accrued expenses primarily due to lower
accrued logistics and selling expenses.
As of April 30, 2026, RMB188.7 million, or 72 .9% of our other payables and accruals as of
December 31, 2025 had been settled.
As of April 30, 2026, RMB70.5 million, or 84.1% o f our contract liabilities as of December 31,
2025, were recognized as revenue.
Financial Assets at Fair Value Through Other Comprehensive Income
The financial assets at FVOCI which are bills re ceivable from certain prestigious banks, are
held by us for collecting the expected cash flows and exploring opportunities for sale. Our financial
assets at fair value through other comprehen sive income were RMB1.0 million, RMB30 thousand
and nil as of December 31, 2023, 2024 and 2025, respectively.
Financial Liabilities at FVTPL
Our fair value losses of financial liabilities at fai r value through profit or loss primarily arose
from our repurchase rights and other embedded deriv atives associated with special rights granted to
shareholders. See Note 24 to the Accountants’ Report in Appendix I to this prospectus. Our
financial liabilities at FVTPL decreased f rom RMB468.7 million as of December 31, 2023 to
RMB171.1 million as of December 31, 2024, primar ily due to the termination of special rights
granted to investor. Our financial liabilitie s at FVTPL decreased from RMB171.1 million as of
December 31, 2024 to nil as of December 31, 2025, pr imarily due to the fully settled redemption of
liabilities of Series A Shares in January 2025.
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of liquidity has been and is expected to continue to be cash generated from
operations, capital investment from shareholde rs together with available credit facilities and bank
borrowings.
Net Current Liabilities/Assets
The following table sets forth our current assets and liabilit ies as of the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current assets
Inventories 425,934 523,701 673,368 628,028
Trade and bills receivables 80, 526 162,928 220,996 233,351
Prepayments, other receivables and other
assets 69,330 115,236 115,646 127,901
Income tax recoverable 129 6,501 11,730 1,446
Financial assets at fair value through
other comprehensive income
(‘‘FVOCI ’’) 983 30 – 162
Pledged bank deposits 34,732 49,662 77,187 64,706
Cash and cash equivalents 67,392 78,047 33,904 35,224
Total current assets 679,026 936,105 1,132,831 1,090,818
FINANCIAL INFORMATION
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As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current liabilities
Financial liabilities at FVTPL 262,535 171,109 – –
Trade and bills payables 184,95 7 290,909 346,129 314,732
Other payables and accruals 280,979 258,675 258,884 211,822
Interest-bearing bank borrowings 180,197 321,333 475,393 516,066
Income tax payable 7,420 6,478 20,932 24,979
Lease liabilities 1,965 784 2,360 1,776
Total current liabilities 918,053 1 ,049,288 1,103,698 1,069,375
Net current (liabilities)/assets (239,027) (113,183) 29,133 21,443
Our net current assets decre ased from RMB29.1 million as of D ecember 31, 2025 to RMB21.4
million as of April 30, 2026, primarily due to (i) an incr ease in interest-beari ng bank borrowings; (ii)
an increase in prepayments, other receivables a nd other assets, (iii) a decrease in trade and bills
receivables; and (iv) a decrease in income tax recoverable, partially offset by (i) an increase in cash
and cash equivalent and (ii) a decrease in other payables and accruals.
Compared to net current liabilities of RMB 113.2 million as of December 31, 2024, we recorded
net current assets of RMB29.1 million as of Decemb er 31, 2025, primarily due to (i) an increase in
inventories, (ii) an increase in pledged bank depos its, and (iii) a decrease in financial liabilities at
FVTPL due to our settlement of certain financial lia bilities, partially offset by (i) a decrease in cash
and cash equivalents, (ii) an increase in trade and bills payables, and (iii) an increase in
interest-bearing bank borrowings, which we re mainly attributable to the purchase of raw
materials and production equipment.
Our net current liabilities decreased from RMB239.0 million as of December 31, 2023 to
RMB113.2 million as of December 31, 2024, primarily due to (i) an increase in inventories, (ii) a
decrease in financial liabilities at FVTPL and (iii) an increase in trade and bills receivables, partially
offset by (i) an increase in trade and bills payabl es and (ii) an increase in interest-bearing bank
borrowings.
Cash Flow
The table below sets forth selected cash flow statement information from our consolidated
statements of cash flows for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash flows from operating activities 126,903 84,374 74,475
Net cash flows used in investing activities (80,634) (110,117) (165,953)
Net cash flows (used in)/from financing
activities (53,328) 36,398 47,335
Net increase/(decrease) in cash and
cash equivalents (7,059) 10,655 (44,143)
Cash and cash equivalents at beginning of the
year 74,451 67,392 78,047
Cash and cash equivalents at end of the year 67,392 78,047 33,904
FINANCIAL INFORMATION
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Net Cash Flows from Operating Activities
In 2025, we had net cash flows generated from operating activities of RMB74.5 million,
primarily reflecting profit before tax of RMB2 19.2 million, by non-cash and other items to arrive at
an operating profit before changes in workin g capital of RMB306.3 million. Our movements in
working capital primarily reflect (i) an increa se in inventories of RMB151.0 million as a result of
upfront procurement of raw materials, such as p lums and prunes, during the harvest season and
related preliminary processing in anticipation of in creased sales and to ensure production efficiency
ahead of our peak sales season, and (ii) an incr ease in trade and bills receivables of RMB60.0
million, primarily due to a decrease in contract liab ilities driven by our shifting sales strategy to
focus on sales to emerging retail channels and a decrease in payroll payables driven by changes to
our salary structure, partially offset by an incr ease in trade and bills payables of RMB53.7 million,
which resulted from an increase in purchase of aux iliary materials to meet e xpanded production. We
have implemented measures to improve our operati ng cash flow, including enhancing inventory
turnover through improved sales forecasting and optimized production and procurement planning
and negotiating more flexible procurement and pa yment arrangements with suppliers to better align
cash outflows with sales collections.
In 2024, we had net cash flows generated from operating activities of RMB84.4 million,
primarily reflecting profit before tax of RMB1 80.4 million, by non-cash and other items to arrive at
an operating profit before changes in workin g capital of RMB253.2 million. Our movements in
working capital primarily reflect (i) an increase d in inventories of RMB98.4 million, (ii) an increase
in trade and bills receivables of RMB84.2 million a nd (iii) an increase in prepayments, other
receivables and other assets of RMB46.2 million, pa rtially offset by an increase in trade and bills
payables of RMB106.6 million.
In 2023, we had net cash flows generated fro m operating activities of RMB126.9 million,
primarily reflecting profit before tax of RMB1 10.6 million, by non-cash and other items to arrive at
an operating profit before changes in workin g capital of RMB181.4 million. Our movements in
working capital primarily reflect (i) an increa sed in inventories of RMB64.1 million and (ii) a
decrease in trade and bills paya bles of RMB8.1 million, partially offset by (i) an increase in other
payables and accruals of RMB16.8 million and (ii) a d ecrease in prepayments, other receivables and
other assets of RMB8.7 million.
Net Cash Flows Used in Investing Activities
In 2025, we had net cash flows used in investing activities of RMB166.0 million. This was
mainly attributable to (i) purchase of items of pr operty, plant and equipment of RMB125.3 million
and (ii) prepayment of leasehold land of RMB43.2 million, partially offset by receipt of government
grants for non-current assets of RMB2.6 million.
In 2024, we had net cash flows used in investing activities of RMB110.1 million. This was
mainly attributable to purchase of items of pro perty, plant and equipment of RMB110.3 million,
partially offset by proceeds from disposal of ite ms of property, plant and equipment of RMB0.2
million.
In 2023, we had net cash flows used in investing activities of RMB80.6 million. This was mainly
attributable to (i) purchase of items of proper ty, plant and equipment of RMB80.2 million, (ii)
purchase of other intangible assets of RMB0.3 m illion and (iii) purchase of leasehold land of
RMB0.2 million.
Net Cash Flows (Used in)/From Financing Activities
In 2025, we had net cash flows from financing activities of RMB47.3 million. This was mainly
attributable to (i) new bank loans of RMB570. 8 million and (ii) investments from investors of
RMB35.0 million, partially offset by (i) repayme nt of bank loans of RMB416.8 million, (ii) payment
for repurchase of shares issued to an invest or of RMB125.8 million and (iii) interest paid of
RMB13.2 million.
FINANCIAL INFORMATION
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In 2024, we had net cash flows from financing activities of RMB36.4 million. This was mainly
attributable to (i) new bank loans of RMB368.8 million and (ii) investment from a new investor of
RMB40.0 million, partially offset by (i) repayme nt of bank loans of RMB227.8 million, (ii) payment
for repurchase of shares issued to an investor o f RMB135.0 million and (iii) interest paid of RMB7.7
million.
In 2023, we had net cash flows used in financing activities of RMB53.3 million. This was mainly
attributable to (i) repayment of bank loans of RMB351.8 million and (ii) interest paid of RMB8.2
million, partially offset by new bank loans of RMB308.4 million.
INDEBTEDNESS
The following table sets forth a breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current
Interest-bearing bank borrowings 180,197 321,333 475,393 516,066
Lease liabilities 1,965 784 2,360 1,776
Non-Current
Lease liabilities 1,930 1,146 606 452
Total 184,092 323,263 478,359 518,294
Our interest-bearing bank borrowings were primarily unsecured bank loans, with effective
interest rates ranging from 1.80% to 4.57% per annum. As of December 31, 2023, 2024, 2025 and
April 30, 2026, our interest-bearing bank borr owings were RMB180.2 mi llion, RMB321.3 million,
RMB475.4 million and RMB516.1 million. As of April 30, 2026, we had un utilized banking facilities
of RMB92.8 million.
Our bank borrowings agreements contain standard terms, conditions and covenants that are
customary for commercial bank loans. As of the Late st Practicable Date, the agreements relating to
our borrowings did not contain an y covenant that would have a material adverse effect on our ability
to make additional borrowings or issue debt or equity securities in the future. During the Track
Record Period and up to the Latest Practicable Date, we did not experience any difficulties in
obtaining credit facilities, withdrawal of facilitie s or requests for early repayment. In addition, our
Directors confirm that there was no material restrictive covenant on any of our outstanding debt and
there was no material default in payments of our lia bilities and/or breach of covenants during the
T r a c kR e c o r dP e r i o da n du pt ot h eL a t e s tP r a c ticable Date. For details, see Note 23 to the
Accountants’ Report in Appe ndix I to this prospectus.
As of December 31, 2025, we have agreed with ban ks to irrevocably discharge the controlling
shareholder and his spouse from all loan guarante e obligations of RMB250,170,000 in respect of our
bank borrowings and accrued interest thereon upon the commencement of trading of our shares on
the Stock Exchange, and we shall provide other alternative assets as guarantee.
As of December 31, 2023, 2024 and 2025, our curre nt and non-current lease liabilities were
RMB3.9 million, RMB1.9 million and RMB3.0 million, resp ectively, primarily representing our
outstanding payment in relation to leases of equipment and properties.
FINANCIAL INFORMATION
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Save as disclosed in the table above, we did not have any material mortgages, charges,
debentures, loan capital, debt s ecurities, loans, bank overdra fts or other similar indebtedness,
finance lease or hire purchase commitments, liabilit ies under acceptances (o ther than normal trade
bills), acceptance credits, which are either guara nteed, unguaranteed, s ecured or unsecured, or
guarantees or other contingent liabilities as of April 30, 2026.
Our Directors confirm that there has not been any material change in our indebtedness since
April 30, 2026 up to the date of this prospectus.
CAPITAL COMMITMENTS
Our capital commitments are related to contracte d, but not provided for purchase of property,
plant and equipment.
The following table sets forth details of our capital commitments as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Contracted, but not provided for purchase of
property, plant and equipment 46,129 34,285 77,816
Total 46,129 34,285 77,816
CAPITAL EXPENDITURES
Our capital expenditures primarily consist of (i) purchase of items of property, plant and
equipment, and (ii) purchase of other intangible assets.
The table below outlines our capital ex penditures for the years indicated:
Year ended December 31,
2023 2024 2025
(RMB in thousands)
Purchase of items of property, plant and
equipment 80,232 110,259 125,301
Purchase of other intangible assets 270 32 132
Prepayment of leasehold land – – 43,200
Total 80,502 110,291 168,633
For details on our major capital expenditure projects, see ‘‘Business — Our Production — Our
Production Expansion Plan.’’
CONTINGENT LIABILITIES
As of December 31, 2025, we were not subject to any material contingent liabilities.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2025, we did not have any outst anding off-balance sheet arrangements.
FINANCIAL INFORMATION
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MATERIAL RELATED PARTY TRANSACTIONS
For details about our related par ty transactions during the Track Record Period, see Note 33 to
the Accountants’ Report in Appendix I to this prospectus.
We enter into transactions with our related par ties from time to time. Our Directors are of the
view that each of the related party transactions set out in Note 33 to the Accountants’ Report in
Appendix I to this prospectus was conducted in the ordinary course of business on an arm’s length
basis and on normal commercial terms between the relevant parties. Our Directors are also of the
view that our related party transactions during the Track Record Period would not distort our track
record results or cause our historical results to become non-reflective of our future performance.
KEY FINANCIAL RATIOS
The following table sets forth a summary of our key financial ratios for the years indicated:
Year ended/as of December 31,
2023 2024 2025
(%)
Gross profit margin 40.1 36.0 35.6
Current ratio
(1) 74.0 89.2 102.6
Quick ratio (2) 27.6 39.3 41.6
Gearing ratio (3) 67.9 52.0 53.9
Notes:
(1) Current ratio is calculated based on current assets divided by current liabilities and multiplied by 100%.
(2) Quick ratio is calculated based on current assets less inv entories divided by current lia bilities and multiplied by
100%.
(3) Gearing ratio is calculated based on interest-bearing bank borrowings divided by total equity and multiplied by
100%.
FINANCIAL RISK MANAGEMENT
See Note 36 to the Accountants’ Report in Appendix I to this Prospectus.
DIVIDENDS AND DIVIDEND POLICY
No dividend was paid or declared by our Company or other entities comprising our Group
during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our
shareholders based on their equity interests in our Company as of March 31, 2026, which was fully
paid on May 12, 2026. Any declaration and payment, as well as the amount of dividends, will be
subject to our Articles of Association and the relevant PRC laws. We currently do not have any
dividend policy or fixed dividend pay-out ratio. We may distribute dividends by way of cash or by
other means that our Shareholders consider appropriate. Distribution of dividends is subject to the
discretion of our Shareholders and our Sharehold ers may authorize our Board to make distribution
plan. Our Board may recommend a distribution of dividends in the future after taking into account
our results of operations, financial condition, operating requirements, capital requirements,
Shareholders’ interests and any other conditions that our Board may deem relevant. We cannot
assure you that we will be able to distribute dividends of the above amount or any amount, or at all,
in any year. The declaration and payment of divid ends may also be limited by legal restrictions and
by loan or other agreements that our Company and our subsidiaries have entered into or may enter
into in the future.
FINANCIAL INFORMATION
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WORKING CAPITAL CONFIRMATION
Taking into account the financial resources available to us including our cash and cash
equivalents on hand, unutilized banking facilitie s and the estimated net proceeds from the Global
Offering, our Directors are of the view that we have sufficient working capital to meet our present
requirements and for the next 12 months from the date of this prospectus.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we had distributa ble reserves of RMB485.8 million available for
distribution to our shareholders.
LISTING EXPENSES
Listing expenses consist of professional fees, u nderwriting commissions and other fees incurred
in connection with the Global Offering. We expec t to incur listing expenses of approximately
HK$59.5 million (based on the Offer Price of HK$43.58 per Offer Share and assuming the
Over-allotment Option is not exercised), which accounts for approximately 11.9% of the gross
proceeds from the Global Offering. We estimate th e listing expenses to consist of approximately
HK$20.0 million in underwriting f ees and HK$39.5 million in non-und erwriting fees. Among of the
total listing expenses, approximately HK$26.3 millio n will be directly attributable to the issue of our
Shares, which will be deducted from equity upon the completion of the Global Offering, and the
remaining HK$33.2 million will be expensed in our c onsolidated statements of comprehensive
income. Our Directors do not expect such expenses t o materially impact our results of operations in
2025. We did not recognize any listing expenses in 2023. We recognized listing expenses of RMB5.8
million and RMB18.5 million in 2024 and 2025, respectiv ely, in our consolidated statements of profit
or loss and other comprehensive income.
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
See Appendix II to this prospectus for details on our unaudited pro forma adjusted
consolidated net tangible assets.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, as of the date of this prospectus, there has been no material adverse
change in our financial or trading position, in debtedness, mortgages, co ntingent liabilities,
guarantees or prospects since December 31, 2025, the end of the period reported on the
Accountants’ Report in Appe ndix 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 und er Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See ‘‘Business — Our Growth Str ategies’’ for a detailed discussion of our future plans.
USE OF PROCEEDS
Assuming an Offer Price of HK$43.58 per Offer Share, we estimate that we will receive net
proceeds of approximately HK$ 440.1 million from the Global Offering after deducting the
underwriting commissions and other estimated expenses paid and payable by us in connection with
the Global Offering and assuming that the Over-a llotment 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 61.0% of the net proceeds, or approxima tely HK$268.5 million, will be
used to expand our production capacity over t he next three years. The overall size of the
fruit snack market by retail sales value in China has been rapidly expanding, increasing
from RMB37.8 billion in 2020 to RMB52.0 b illion in 2024, at a CAGR of 8.3%. The
market size is expected to further reach RMB78.0 billion in 2029, growing at a CAGR of
8.6% from 2025 to 2029, according to Frost & Sullivan. In particular, according to the
same source, the market size of China’s green -plum-based fruit snacks industry by retail
sales value is projected to reach RMB17.0 b illion in 2029, growing from RMB10.4 billion
in 2025 with a CAGR of 13.0%. We intend to capitalize on market opportunities by
expanding our production capacity and establishing new production plants, scheduled for
completion by 2027. The production volum e at our Anhui Plant decreased during the
Track Record Period, mainly because we in creased our sales focus on plum jelly and
prune-based products in response to market demand and consumer preferences, and
adjusted our production schedule accordingly t o prioritize these two product categories.
As our Anhui Plant is principally configured for the production of dried plum snacks, this
adjustment correspondingly resulted in a decrease in its production utilization rate. We
believe production expansion for dried plum snacks over the next three years is justified
and consistent with our growth strategy. T he production utilization rate of our Wuhu
Plant was relatively low during the Track Rec ord Period, as it serves as the production
capacity reserve for newly launched product s. Nevertheless, the overall production
utilization rate of our dried plum snacks rem ained relatively high at 80.6%, 85.2% and
74.2% in each of the years during the Track Reco rd Period, which demonstrates sustained
demand for our core dried plum snack offerings. Looking forward, we expect dried plum
products to remain the cornerstone of our portfolio and the primary anchor of our
revenue and brand identity. We view the recent moderation in sales and production
volumes as a transitional effect of our strat egic repositioning rather than a structural
decline in underlying demand. As the market pioneer in the plum-based snacks, we have
played a crucial role in shaping consumer awa reness and preference for dried plum snacks.
We believe our sustained investment in market ing and our ongoing efforts to promote the
value of green plums position us not only to capture existing demand but also to cultivate
and broaden the overall consumer base for the category. In addition, we plan to launch
new dried plum snack products, which show gro wth potential within China’s broader fruit
snack market. It is therefore prudent to expand capacity in advance to secure sufficient
supply, enhance production flexibility acros s product categories and support our planned
scale-up to better support stable and efficient production as our product portfolio and
sales channels continue to grow. In particular:
(i) Approximately 25.0% of the net proceed s, or approximately HK$110.0 million, will
be used to establish a production facilit y for our plum products in Fujian Province,
dedicated to the production of dried plum snacks on our currently owned land. We
plan to construct the factory buildings, purchase production line machinery and
equipment, and procure necessary manufact uring systems tailored to each facility’s
specific requirements.
FUTURE PLANS AND USE OF PROCEEDS
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(ii) Approximately 18.0% of the net procee ds, or approximately HK$79.3 million, will
be used to expand our production capacity. We plan to expand our facilities in the
existing production base — Plum Jelly Plant — in Wuhu, Anhui Province to meet the
increasing consumer demand for plum jelly products. We plan to purchase
production line machinery and equipment, and procure necessary manufacturing
systems.
(iii) Approximately 10.0% of the net procee ds, or approximately HK$44.0 million, will
be used to establish a new warehouse and logistic facility for which we have
identified a suitable site. To support our store expansion and ensure that we provide
fresh and high-quality green-plum nectar, we plan to purchase warehouse racking
system and cold storage facilities. We also intend to invest in automated and
intelligent warehousing equipment and sy stems to manage product receiving and
dispatching, inventory management, produ ct information tracking, and delivery
routes, enhancing our warehouse operating efficiency.
(iv) Approximately 8.0% of the net proceed s, or approximately HK$35.2 million, will be
used to establish a new production plant in Fanchang District, Wuhu City, Anhui
Province for product ingredients such as f ruit nectar. We have identified a suitable
site in our currently owned land. This plant addresses our need for increased
ingredient production capacity as our produ ct categories grow, ensuring continuous
and efficient manufacturing processes.
The following table set forth the anticipa ted timeline for establishing facilities and
expanding our production capacities by 2029, and the total expected expenditure for
each project. We plan to fund these projects by the net proceeds from the Global
Offering and cash generated from our operations. These projections are indicative
and may be adjusted in light of actual business needs and prevailing market
conditions:
Year ending December 31,
Planned Facilities 2026 2027 2028 Total
(RMB in thousands, except for percentages)
Processing facility for plum pr oducts 9,000.0 95, 280.0 – 104,280
Purchase production line machinery and
equipment, and procure necessary
manufacturing system for plum jelly 28,680.0 37,284.0 20,076.0 86,040.0
Warehouse and logistic facility 46,000 23,100 – 69,100.0
Production plant for product ingredients 20,000.0 35,000 – 35,000
. Approximately 21.0% of the net proceeds , or approximately HK$92.4 million, will be
used to enhance our brand recognition, expand our sales network and explore
international markets over the next year. In particular:
(i) Approximately 15.0% of the net procee ds, or approximately HK$66.0 million, will
be used for brand marketing and promot ion. To cultivate our brand image that
appeals to various consumer demographics, we plan to deepen our engagement with
customers through a variety of online and offline marketing activities, including
festival campaigns, and endorsements by KOLs and celebrities. We also plan to
continue our strategic collaborations with popular brands among young consumers
to launch co-branded products.
FUTURE PLANS AND USE OF PROCEEDS
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(ii) Approximately 6.0% of the net proceed s, or approximately HK$26.4 million, will be
used to expand our sales network and explo re international markets. We plan to
reinforce our partnerships with KA custom ers, launching customized products and
co-branded products that meet evolvi ng consumer preferences and amplify our
brand exposure.
Beyond the domestic market, we aspire to ex tend our reach in international markets.
Leveraging our overseas business department established in 2024, we will target
markets with significant Asian communities or consumers with dietary preferences
for plum-based products. We will concentrate our expansion on the Southeast Asian
market, with a particular focus on Thaila nd, Malaysia, Singapore, Vietnam and
Indonesia, leveraging established mainstream retail channels. With a dedicated
regional team already in place, we plan to s ecure distribution partners in Singapore,
Malaysia and Indonesia. We plan to cooper ate with a leading local commercial and
retail group in Thailand, leveraging its e xtensive store network. To build brand
awareness and drive trial, we will phase in t argeted offline marketing initiatives,
including consumer promoti ons, point-of-sale activatio ns and outdoor advertising
that are designed to introduce and cel ebrate China’s green-plum heritage.
. Approximately 8.0% of the net proceeds, or approximately HK$35.2 million, will be used
to recruit R&D personnel and advance our R&D initiatives. We plan to recruit R&D
personnel over the next three years to facilitat e our strategy to enrich product offerings.
Specifically, we plan to hire experts in areas such as food flavor development, green plum
beverages, functional foods, organic products, nutrition and zero-additive preservation
technologies. This includes an estimated annual addition of 20 R&D professionals focused
on plum-based food and beverage innovation.
Additionally, we intend to establish a research institute in Shanghai and invest in
advanced R&D equipment and testing instruments. These efforts aim to enhance our
capabilities in health-focused food proce ssing, meet the growing demand for green and
organic products, and strengthen our core competitiveness. We also aim to further
diversify our portfolio by fully exploring the value of plums in other product categories
such as confectioneries, beverages, condiments and other product offerings, and
identifying new consumption scenarios for plum-based products.
. Approximately 10.0% of the net proceeds , or approximately HK$44.0 million, will be
used for working capital and general corporate purposes.
The additional net proceeds that we would recei ve if the Over-allotment Option is exercised in
full would be HK$74.9 million (assuming an O ffer Price of HK$43.58 per Offer Share).
To the extent that the net proceeds from the Global Offering (including the net proceeds from
the exercise of the Over-allotment Option) are either more or less than expected, we may adjust our
allocation of the 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 carefu lly evaluate the situation and may reallocate the
net proceeds from the Global Offering.
To the extent that the net proceeds of the Glo bal Offering are not immediately used for the
above purposes, we will only deposit those net proc eeds into short-term intere st-bearing accounts at
licensed commercial banks and/or other authorized financial institutions (as defined under the SFO
or applicable laws and regulations in other juris dictions). In such event, we will comply with the
appropriate disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
CLSA Limited
Guoyuan Securities Brokerage (Hong Kong) Limited
Zhongtai Internationa l Securities Limited
Soochow Securities International Brokerage Limited
CEB International Capital Corporation Limited
Huafu International Securities Limited
Orient Securities (Hong Kong) Limited
UNDERWRITING
This prospectus is published solely in conn ection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten b y the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 1,146,500 Hong
Kong Offer Shares and the International Offering of initially 10,317,600 International Offer Shares,
subject to, in each case, reallocation on the basis as described in the section headed ‘‘Structure of the
Global Offering’’ as well as the Over-allotment O ption (applicable only to the International
Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong
Kong Underwriters on Thursday, June 4, 2026. Pursuant to the Hong Kong Underwriting
Agreement, we are offering the Hong Kong Offer S hares for subscription by the public in Hong
Kong at the Offer Price on, and subject to, the terms and conditions set out in this prospectus, the
Hong Kong Underwriting Agreemen t and on the designated website at
www.eipo.com.hk .
Subject to: (a) the Listing Committee granting listing of, and permission to deal in, our H
Shares in issue and to be issued pursuant to the Global Offering (including additional H Shares
which may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of
the Stock Exchange and the listing and permission not having been revoked; and (b) certain other
conditions set out in the Hong Kong Underwritin g Agreement, the Hong Kong Underwriters have
agreed severally (but not jointl y) to subscribe for, or procure su bscribers for, their respective
applicable proportions of the Hong Kong Offer Shares being offered but which are not taken up
under the Hong Kong Public Offering, on the terms and conditions set out in this prospectus, the
Hong Kong Underwriting Agreemen t and on the designated website at
www.eipo.com.hk .
The Hong Kong Underwriting Agreement is conditional upon and subject to, among other
things, the International Underwriting Agreement having been entered into, becoming unconditional
and not having been terminated.
UNDERWRITING
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Grounds for Termination
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), shall
be entitled, in their sole and absolute discretion, by notice to us, terminate the Hong Kong
Underwriting Agreement with immediate effect if, a ny of the following events shall occur prior to
8 : 00 a.m. on the Listing Date:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
or a development involving a prospective cha nge in existing laws or regulations, or
the interpretation or application thereof by any court or any competent Authority in
or affecting Hong Kong, the Cayman Isl ands, 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
(b) any change or development involving a prospective change, or any event or series of
events or circumstances likely to result i n a change or prospective change, in any
local, national, regional or international financial, political, military, industrial,
economic, fiscal, legal, regulatory, c urrency, credit or market conditions or
sentiments, Taxation, equity securities or currency exchange rate or controls or
any monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluati on of the Hong Kong dollar, United States
dollar or Renminbi against any foreign currencies, a change in the system under
which the value of the Hong Kong dollar is linked to that of the United States dollar
or the Renminbi is linked to any foreign currency or currencies) or other financial
markets (including, without limitation, co nditions and sentiments in stock and bond
markets, money and foreign exchange mar kets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisd ictions, or affecting an investment in the
Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of g overnment, declaration of a regional,
national or international emergency or wa r, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial act ions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government oper ations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravat ion of diseases, accident or interruption
or delay in transportation, local, nation al, regional or international outbreak or
escalation of hostilities (whether or not war is or has been declared), act of God or
act of terrorism (whether or not responsib ility has been claimed)) in or affecting any
of the Relevant Jurisdictions; or
(d) the imposition or declaration of any morat orium, suspension or limitation (including
without limitation, any imposition of or r equirement for any minimum or maximum
price limit or price range) on (i) the trading in shares or securities generally on the
Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the
Tokyo Stock Exchange, the Singapore Stock Exchange, the New York Stock
Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the
trading in any securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
UNDERWRITING
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(e) the imposition or declaration of any gene ral moratorium on banking activities in or
affecting any of the Relevant Jurisdictio ns or any disruption in commercial banking
or foreign exchange trading or securities se ttlement or clearing services, procedures
or matters in or affecting any of the Relevant Jurisdictions; or
(f) the issue or requirement to issue by the Company of a supplement or amendment to
the Prospectus or other documents in connection with the offer and sale of the Offer
Shares pursuant to the Companies (Wind ing 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 inve stigation against a Group Company or a
director or a senior management member of any Group Company or announcing an
intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any Group Company or any o f the Controlling Shareholders or by or
on any Relevant Jurisdiction, or the withd rawal of trading privileges which existed
on the date of this 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 the Prospectus (or any other documents used in connection
with the contemplated offeri ng, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC Filings or any aspect of the Global Offering with the
Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Controlling S hareholder or any Director or senior
management members as named in the Prospectus; or
(l) any contravention by any Group Company or any Director of the Listing Rules or
applicable Laws; or
(m) any change or prospective change, or a materialization of, any of the risks set out in
the section headed ‘‘Risk Factors’’ in the Prospectus,
which, in any such case individually or in the a ggregate, in the sole and absolute opinion
of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters):
i. has or will or may have a material adverse effect, whether directly or indirectly, on
the assets, liabilities, business, general affa irs, management, pro spects, shareholders’
equity, profits, losses, results of operati ons, position or condition, financial or
otherwise, or performance of the Company or the Group as a whole;
ii. has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or
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iii. makes or will make or may make it impra cticable, inadvisable, inexpedient or
incapable for any material part of this 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; or
iv. has or will or may have the effect of making any part of this Agreement (including
underwriting) incapable of performance in accordance with its terms or preventing
the processing of applications and/or payments pursuant to the Global Offering or
pursuant to the underwriting thereof; or
(2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents, the CSRC Filings and/or
any notices, announcements, advertisements, communications or other documents
issued or used by, for, 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 or misleading; or th at any estimate, forecast, expression of
opinion, intention or expectation contai ned in any such documents, was, when it was
issued, or has become unfair or misleading in any respect or based on untrue,
dishonest or unreasonable assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the repres entations, warranties and undertakings
given by the Company or the Controlling S hareholders in this Agreement or the
International Underwriting Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any liability of
any of the Indemnifying Parties pursuant to the indemnities in this Agreement; or
(e) any breach of any of the obligations or undertakings imposed upon the Company or
any member of the Controlling Sharehold ers or any cornerstone investor (as
applicable) to this Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
(f) there is any change or development involv ing a prospective change, constituting or
having a Material Adverse Effect; or
(g) that the Chairman of the Board, any Director or any member of senior management
of the Company named in the Prospectus seeks to retire, or is removed from office or
vacating his/her office; or
(h) any Director or any member of senior management of the Company named in the
Prospectus is being charged with an indictable offence or prohibited by operation of
law or otherwise disqualified from tak ing part in the management or taking
directorship of a company; or
(i) the Company withdraws the Prospectus (and/or any other documents used in
connection with the subscription or sal e of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
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(j) that the approval by the Listing Committee of the listing of, and permission to deal
in, the Shares in issue and to be issued pursuant to the Global Offering (including
pursuant to any exercise of the Over-allo tment Option) is refused or not granted,
other than subject to customary conditions, on or before the Listing Date, or if
granted, the approval is subsequently withdrawn, cancelled, qualified (other than by
customary conditions), revoked or withheld; or
(k) any person has withdrawn its consent to the issue of the Prospectus with the
inclusion of its reports, letters and/or legal opinions (as the case may be) and
references to its name included in the form and context in which it respectively
appears; or
(l) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Share s pursuant to the terms of the Global
Offering; or
(m) any person has withdrawn or sought to withdraw its consent to being named in any
of the Offering Documents or to the issue of any of the Offering Documents; or
(n) an order or petition is presented for the winding-up or liquidation of any member of
the Group, or any member of the Group makes any composition or arrangement
with its creditors or enters into a scheme o f arrangement or any resolution is passed
for the winding-up of any member of the Group or a provisional liquidator, receiver
or manager is appointed over all or part of the assets or undertaking of any member
of the Group or anything analogous thereto occurs in respect of any member of the
Group; or
(o) (A) the notice of acceptance of the CS RC Filings issued by the CSRC and/or the
results of the CSRC Filings published o n the website of the CSRC is rejected,
withdrawn, revoked or invalidated; or (B) other than with the prior written consent
of the Overall Coordinators, the issue or requirement to issue by the Company of a
supplement or amendment to the CSRC F ilings pursuant to the CSRC Rules or upon
any requirement or request of the CSRC; or (C) any non-compliance of the CSRC
Filings with the CSRC Rules or an y other applicable Laws; or
(p) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors under
the Cornerstone Investment Agreements signed with such cornerstone investors,
have been withdrawn, terminated or cance lled, or with respect to which the payment
of the relevant orders and/or investm ent commitment has not been received or
settled in the stipulated time and manner or otherwise.
Lock Up Arrangement
Undertakings to the Stock Exchange pursuant to the Listing Rules
(A) Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that we will not exercise our power to issue further H Shares, or securities convertible into
H Shares (whether or not of a class already listed), or form the subject of any agreement to such an
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 Lis ting Date) except the Offer Shares to be issued
pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to
exercise of the Over-allotment Option), or under any of the circumstances provided under Rule 10.08
of the Listing Rules.
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(B) Undertakings by each of our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and our Compan y that, except pursuant to the Global Offering,
it/he/she will not and will procure that the relevant registered holder(s) will not (without the prior
written consent of the Stock Ex change or unless otherwise in c ompliance with the applicable
requirements of the Listing Rules):
(i) in the period commencing on the date by refere nce to which disclosure of the shareholding
in our Company is made in this prospectus and ending on, and including, the date which is
six months from the Listing Date (the ‘‘ First Six-month Period ’’), directly or indirectly
dispose of, nor enter into any agreement to dispose of or otherwise create any options,
rights, interests or encumbrances in respec t of, any of the securities of our Company in
respect of which the shareholder is shown in this prospectus to be the beneficial owner(s);
or
(ii) in the period of six months immediately following the expiry of the First Six-month Period
(the ‘‘Second Six-month Period ’’), directly or indirectly, dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or encumbrances
in respect of, any of the Shares or securiti e sr e f e r r e dt oi n( i )a b o v ei f ,i m m e d i a t e l y
following the disposal or upon the exercise or enforcement of the options, rights, interests
or encumbrances, the shareholder would cease to be our Controlling Shareholders.
Note (2) to Rule 10.07(2) of the Listing Rules provides that Rule 10.07 does not prevent a
member of Controlling Shareholders from using th e H Shares beneficially owned by it/him/her as
security (including a charge or pledge) in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan.
Pursuant to Note 3 to Rule 10.07(2) of the Listi ng Rules, each of our Controlling Shareholders
has further undertaken to the Stock Exchange and our Company that, within the period commencing
on the date by reference to which disclosure of the shareholding in our Company is made in this
prospectus and ending on the date which is 12 mon ths from the Listing Date, it/he/she will and will
procure that the relevant registered holder(s) will:
(i) when it/he/she pledges or charges any securities of our Company beneficially owned by
it/him/her in favor of an authorized institu tion (as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, immediately
inform us of such pledge or charge together with the number of securities so pledged or
charged; and
(ii) when it/he/she receives indications, either verbal or written, from the pledgee or chargee
that any of the pledged or charged securities of our Company will be disposed of,
immediately inform our Company of such indications.
We will inform the Stock Exchange as soon as we have been informed of the matters referred to
in paragraphs (i) and (ii) above (if any) by any o f our Controlling Shareholders and subject to the
then requirements of the Listing Rules disclose such matters by way of an announcement which is
published in accordance with Rule 2.07C of the Listing Rules as soon as possible.
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Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertaking by our Company in respect of itself
Pursuant to the Hong Kong Underwriting Agreement, Our Company has undertaken to each of
the Joint Sponsors, the Overall Co ordinators, the Joint Global Coordinators, the Capital Market
Intermediaries, the Joint Bookr unners, the Joint Lead Managers and the Hong Kong Underwriters
that except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at
any time after the date of the Hong Kong Underwriting Agreement up to and including the date
falling six months after the Listing Date (the ‘‘ First Six Month Period ’’), it will not, without the prior
written consent of the Joint Sponsors and the Over all Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:
i. allot, issue, sell, accept subscription for, o ffer to allot, issue or sell, contract or agree to
allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of
or create an Encumbrance over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest i n the share capital or any other securities of
our Company or any interest in any of the fore going (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 purc hase any share capital or other securities of
our Company, as applicable), or deposit any share capital or other securities of our
Company, as applicable, with a depositary in connection with the issue of depositary
receipts; or
ii. enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the Shares or any
other securities of our Company, or any interest in any of the foregoing (including,
without limitation, any securities convertib le into or exchangeable or exercisable for or
that represent the right to receive, or any warrants or other rights to purchase, any Shares
or any other securities of our Company); or
iii. enter into any transaction with the same econ omic effect as any transaction described in
paragraph (i) or (ii) above; or
iv. offer to or agree to do any of the foregoing specified in paragraph (i), (ii) or (iii) or
announce any intention to do so,
in each case, whether any of the foregoing transacti ons is to be settled by delivery of share capital or
such other securities, in cash or otherwise (whet her or not the issue of such share capital or other
securities will be completed within the First Six M onth Period). Our Company further agrees that, in
the event our Company is allowed to enter into any o f the transactions described in paragraph (i), (ii)
or (iii)above or offers to or agrees to or announce s any intention to effect any such transaction
during the period of six months commencing on the date on which the First Six Month Period
expires (the ‘‘Second Six Month Period ’’), it will take all reasonable steps to ensure that such an issue
or disposal will not, and no other act of our Compan y will, create a disorderly or false market for
any Shares or other securities of our Company.
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Our Company has undertaken to each of the Joint Sponsors, the Overall Coordinators, the
Joint Global Coordinators, the C apital Market Intermediaries, t he Joint Bookrunners, the Joint
Lead Managers and the Hong Kong Underwriters that it will, and our Controlling Shareholders
undertake to procure that our Company will, comp ly with the minimum public float requirements
(the ‘‘Minimum Public Float Requirement ’’) and the minimum free float requirements (the ‘‘ Minimum
Free Float Requirement ’’) specified in the Listing Rules, and i t will not (i) effect any purchase of the
Shares, or agree to do so, which may reduce the holdings of the Shares held by the public (as defined
in Rule 8.24 of the Listing Rules) to below the Mi nimum Public Float Requirement or any waiver
granted and not revoked by the Stock Exchange prior to the expiration of the Second Six Month
Period without first having obtained the prior written consent of the Joint Sponsors and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters); or (ii) enter into any
agreement, arrangement or transaction which shall cause or have the effect of causing the portion of
the Shares that are held by the public and that are available for trading and not subject to any
disposal restrictions (whether under contract, the Listing Rules, applicable Laws or otherwise) on
the Listing Date to fall below the Minimum Fre e Float Requirement under Rule 19A.13C of the
Listing Rules.
(B) Undertaking by our Controlling Shareholders in respect of themselves
Pursuant to the Hong Kong Underwriting Agreement, each of our Controlling Shareholders
has undertaken to each of our Company, the Joint Sponsors, the Overall Coordinators, the Joint
Global Coordinators, the Capital Market Interm ediaries, the Joint Bookrunners, the Joint Lead
Managers and the Hong Kong Underwriters that, without the prior written consent of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) and unless in compliance with the requirements of the Listing Rules:
i. it/he/she will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for it/him/her and the companies controlled by it/him/her will
not, at any time during the First Six Month Period, (i) sell, offer to sell, accept
subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge,
hypothecate, lend, grant or sell any option, w arrant, contract or right to purchase, grant
or purchase any option, warrant, contract or rig ht to sell, or otherwise transfer or dispose
of or create an encumbrance over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indir ectly, conditionally or unconditionally, any
Shares or other securities of our Company or any interest therein (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any Shares or
any such other securities, as applicable or any interest in any of the foregoing), or deposit
any Shares or other securities of our Company with a depositary in connection with the
issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership (legal or
beneficial) of any Shares or other securities of our Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any Shares or any such other securities, as applicable or any interest in any of
the foregoing), or (iii) enter into any transaction with the same economic effect as any
transaction specified in paragraph (i) or (ii) above, or (iv) offer to or agree to or announce
any intention to effect any transaction specifi ed in paragraph (i), (ii) or (iii) above, in each
case, whether any of the transa ctions specified in paragraph (i), (ii) or (iii) above is to be
settled by delivery of Shares or other securities of our Company or in cash or otherwise,
and whether or not the transactions will be completed within the First Six Month Period;
and
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ii. it/he/she will not, during the Second Six Mont h Period, enter into any of the transactions
specified paragraph (i), (ii) or (iii) above o r offer to or agree to contract to or publicly
announce any intention to effect any such trans action if, immediately following any sale,
transfer or disposal or upon the exercise or enforcement of any option, right, interest or
Encumbrance pursuant to such transaction, it will cease to be a Controlling Shareholder
of our Company or a member of a group of our Controlling Shareholders of our Company
or would together with the other Controllin g Shareholders cease to be ‘‘Controlling
Shareholders’’ of our Company; and
iii. until the expiry of the Second Six Month Peri od, in the event that it enters into any of the
transactions specified in paragraph (i), (ii) or (iii) or offer to or agrees to or contract to or
publicly announce any intention to effect any such transaction, it/he/she will take all
reasonable steps to ensure that such a disposal will not create a disorderly or false market
in the securities of our Company.
International Offering
International Underwriting Agreement
In connection with the International Offeri ng, we expect to enter into the International
Underwriting Agreement with, among others, the Overall Coordinators and the International
Underwriters. Under the International Underwriting Agreement, the International Underwriters
would, subject to certain conditions, severally (but not jointly) agree to purchase or procure
purchasers for the International O ffer Shares initially offered pursu ant to the International Offering.
It is expected that the International Underwriti ng Agreement may be terminated on grounds similar
to those contained in the Hong Kong Underwriting Agreement. Please see the section headed
‘‘Structure of the Global Offering — The International Offering’’ for further details.
Over-allotment Option
Our Company intends to grant to the Internation al Underwriters the Over-allotment Option,
exercisable in whole or in part, at the sole and absolute discretion of the Overall Coordinators on
behalf of the International Underwriters from the Listing Date until 30 days from the last day
permitted for the making of applications under the Hong Kong Public Offering, pursuant to which
our Company may be required to allot and issue u p to an aggregate of 1,719,600 additional H
Shares, representing approxima tely 15.0% of the number of Offer Shares initially available under the
Global Offering at the Offer Price to cover over-allo cations in the International Offering, if any.
Please see the section headed ‘‘Structure of the Global Offering — Over-allotment Option’’ for
further details.
It is expected that the International Underw riting Agreement may be terminated on similar
grounds as the Hong Kong Underwriting Agreement. Potential investors shall be reminded that in
the event that the International Un derwriting Agreement is not ente red into, the Global Offering will
not proceed.
Commission and Expenses
The Underwriters and the Capital Market Inte rmediaries will receive an underwriting
commission of 2.5% of the aggregate Offer Price of all the Offer Shares (including any Offer
Shares to be issued pursuant to the exercise of the Over-allotment Option) (the ‘‘ Fixed Fees ’’), out of
which they will pay any sub-underwriting commissions and other fees.
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The Underwriters and the Capital Market Interm ediaries may receive a discretionary incentive
fee of up to 1.5% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to
be issued pursuant to the exercise of the Over-allotment Option) (the ‘‘ Discretionary Fees ’’). As of the
date of this Prospectus, the allocation of a por tion of the Fixed Fees remains subject to the
Company’s discretion. Accordin gly, the unallocated portion of th e Fixed Fees will be regarded as
discretionary fees for the purpose of the Listing Ru les. The ratio of the fixed fee and discretionary
fee (as classified under and for the purpose of Rule 3A.34 of the Listing Rules) payable by the
Company to all syndicate members is expected to be approximately 37.5 : 62.5 (assuming the
Discretionary Fees will be paid in full).
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 to
the International Underwriters.
The sponsor’s fees payable to the Sp onsor are HK$6.3 million in aggregate.
The aggregate commissions and fees (exclusive of any Discretionary Fees), together with the
Stock Exchange listing fee, the SFC transaction levy, the AFRC transaction levy, the Stock
Exchange trading fee, the brokerage fee, the legal an d other professional fees, printing and other fees
and expenses relating to the Global Offering , are estimated to be about HK$59.2 million (on the
assumption that the Over-allotment Option will be exercised in full and based on an Offer Price of
HK$43.58) and will be paid by our Company.
Indemnity
Our Company has agreed to indemnify the Hong Kong Underwriters for certain losses which
they may suffer, including losses incurred arising from their performance of their obligations under
t h eH o n gK o n gU n d e r w r i t i n gA g r e e m e n ta n dany breach by our Company of the Hong Kong
Underwriting Agreement.
Hong Kong Underwriters’ Interests in our 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, directly or indirectly,
in any H Shares or any securities of any member of our 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 our Group.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offeri ng and the International Offering (together,
the ‘‘Syndicate Members ’’) and their affiliates may each individu ally undertake a variety of activities
(as further described below) which do not form p art of the underwriting or stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. T hese entities engage in a wide range of commercial
and investment banking, brokerage, funds mana gement, trading, hedging, investing and other
activities for their own account and for the acco unt of others. In the ordinary course of their
business activities, the Syndicate Members and t heir 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 fo r their own account and for the accounts of their
customers. These investment and trading activitie s may involve or relate to assets, securities and/or
instruments of our Company, and/or persons and entities with relationships with our Company and
may also include swaps and other financial inst ruments entered into for hedging purposes in
connection with our loans and other debt.
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In relation to our H Shares, the activities of the Syndicate Members and their affiliates may
include acting as agent for buyers and sellers of ou r H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of our H Shares
(whose financing may be secured by our H Shares) in the Global Offering, proprietary trading in our
H Shares, and entering into over-the-counter or lis ted derivative transactions or listed or unlisted
securities transactions (including issuing securi ties such as derivative warrants listed on a stock
exchange) which have as their underlying assets, a ssets including our H Shares. Such transactions
may be carried out as bilateral agreements or trades with selected counterparties. Those activities
may require hedging activity by tho se entities involving, directly or indirectly, the buying and selling
of our H Shares, which may have a negative impact on the trading price of our H Shares. All such
activities may take place in Hong Kong and elsew here in the world and may result in the Syndicate
Members and their affiliates holding long and/or short positions in our H Shares, in baskets of
securities or indices including our H Shares, in u nits of funds that may purchase our H Shares, or in
derivatives related to any of the foregoing.
In relation to issues by the Syndicate Members or t heir affiliates of any listed securities having
our H Shares as their underlying securities, whe ther 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 liq uidity provider in the security, and this will also
result in hedging activity i n our H Shares in most cases.
All these activities may occur both during and a fter the end of the stabilizing period described
in the section headed ‘‘Structure of the Global Offeri ng’’. Such activities may affect the market price
or value of our H Shares, the liquidity or tradin g volume in our H Shares and the volatility of the
price of our H Shares, and the extent to which this occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members and
their affiliates will be subject to certain restrictions, including the following:
(a) the Syndicate Members and their affiliate s (other than the Stabilizing Manager or any
person acting for it) must not, in connectio n 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), w hether 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 and their affiliate s must comply with all applicable laws and
regulations, including the market miscond uct provisions of the SFO, including the
provisions prohibiting insider dealing, fa lse trading, price rigging and stock market
manipulation.
Some of the Syndicate Members or their affilia tes have provided from time to time, and are
expected to provide to our Group investment banking and other services in the future for which the
Syndicate Members or their affiliates have receive d or will receive customary fees and commissions.
In addition, the Syndicate Members or their aff iliates may provide financing to investors to
finance their subscriptions of Offer Shares in the Global Offering.
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THE GLOBAL OFFERING
This prospectus is published in connection wit h the Hong Kong Public Offering as part of the
Global Offering. CITIC Securities (Hong Kon g) Limited and Guoyuan Capital (Hong Kong)
Limited are the Joint Sponsors, and CLSA Limited and Guoyuan Securities Brokerage (Hong Kong)
Limited are the Overall Coordin ators, of the Global Offering.
The listing of our H Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors have made an application on our behalf to the Listing Committee of the Stock
Exchange for the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant
to the Global Offering (including any additional H Shares pursuant to the exercise of the
Over-allotment Option) on the Main Board of the Stock Exchange as described in this prospectus.
The Global Offering consists of (subject to re allocation and the Over-allotment Option as
described below):
(a) the Hong Kong Public Offering of initially 1,146,500 H Shares as described below under
the subsection headed ‘‘— The Hong Kong Public Offering’’; and
(b) the International Offering of initially 10, 317,600 H Shares outside the United States
(including to professional and institutional investors in Hong Kong) in offshore
transactions in reliance on Regulation S, a s described below under the subsection
headed ‘‘— The International Offering’’.
Investor may either:
(a) apply for the Hong Kong Offer Shares under the Hong Kong Public Offering; or
(b) apply for or indicate an interest, if qualif ied to do so, for the International Offer Shares
under the International Offering,
but may not do both.
The Offer Shares will represent 14.55% of the t otal H Shares in issue share capital of our
Company immediately following the complet ion of the Global Offering (assuming that the
Over-allotment Option is not exercised). If the Over-allotment Option is exercised in full, the
Offer Shares will represent 16.37% of the enlarged number of H Shares in issue (including Offer
Shares issued pursuant to the full exercise of the O ver-allotment Option) immediately following the
completion of the Global Offering and allotm ent and 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.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
We are initially offering 1,146,500 H Shares for subscription by the public in Hong Kong at the
Offer Price, representing approximately (i) 10% of the total number of Offer Shares initially
available under the Global Offering and (ii) 1. 45% of the total H Shares in issue immediately
following the completion of the Global Offering (sub ject to the reallocation of Offer Shares between
the International Offering and the Hong Kong Public Offering and assuming the Over- allotment
Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors. Professi onal investors generally include brokers, dealers,
companies (including fund manag ers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regu larly invest in shares and other securities.
STRUCTURE OF THE GLOBAL OFFERING
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Completion of the Hong Kong Public Offering is subject to the conditions set out in the
sub-section headed ‘‘Conditions of the Global Offering’’ below.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis of
allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by
applicants. The allocation of Hong Kong Offer Shares could, where appropriate, consist of
balloting, which would mean that some applicants may receive a higher allocation than others who
have applied for the same number of Hong Kong Offer Shares, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under the
Hong Kong Public Offering (after taking into acc ount any reallocation referred to below) will be
divided equally (to the nearest board lot) into two pools: Pool A and Pool B (with any odd lots being
a l l o c a t e dt op o o lA ) .
. 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 a total price of HK$5
million or less (excluding the brokerage fe e, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee).
. Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to
applicants who have applied for Hong Kong O ffer Shares with a total price of more than
HK$5 million and up to the total value of Pool B (excluding the brokerage fee, the SFC
transaction levy, the AFRC transaction levy and the Stock Exchange trading fee).
For the purpose of the immediately preceding pa ragraph only, the ‘‘price’’ for the Hong Kong
Offer Shares means the price payable on application. See the subsection headed’’ — Pricing — Price
Payable on Application’’ below.
Applicants should be aware that applicatio ns in Pool A and Pool B are likely to receive
different allocation ratios. If Hong Kong Offer Shares in one pool (but not both pools) are
undersubscribed, the unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other po ol and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or
Pool B but not from both pools. Multiple or suspect ed multiple applications and any application for
m o r et h a n5 7 3 , 2 0 0H o n gK o n gO f f e rS h a r e s( b e i n gapproximately 50% of the Offer Shares initially
made available under the Hong Kong P ublic Offer) will be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of
the Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the
Overall Coordinators may in their discretion reallo cate Offer Shares from the International Offering
to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public
Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall
Coordinators will have the discretion (but shall not be under any obligation) to reallocate to the
International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts as they
deem appropriate. In each case, the additional Offer Shares reallocated to the Hong Kong Public
Offering will be allocated between Pool A and Po ol 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.
STRUCTURE OF THE GLOBAL OFFERING
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In the event of reallocation of Offer Shares bet ween the International Offering and the Hong
Kong Public Offering in the circumstances wher e (a) the International Offer Shares are fully
subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of t imes; or (b) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective
of the number of times, then up to 573,100 Offer Sha res may be reallocated from the International
Offering to the Hong Kong Public Offering, so tha t the total number of Offer Shares available for
subscription under the Hong Kong Public Offeri ng will increase up to 1,719,600 Offer Shares,
representing approximately 15% of the number of Offe r Shares initially available under the Global
Offering (before exercise of the Over-allotmen t Option) in accordance with Chapter 4.14 of the
Guide for New Listing Applicants. In the circumst ance where the International Offer Shares are fully
subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no
reallocation from the International Offering to the Hong Kong Public Offering, and no
over-allocation of H Shares to the Hong Kong Public Offering.
Given the initial allocation of the Offer Sha res to the Hong Kong Public Offering and the
International Offering follows M echanism B set out under paragraph 2 of Chapter 4.14 of the Guide
and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory
clawback or reallocation mechanism is required t o increase the number of Offer Shares under the
Hong Kong Public Offering to a cer tain percentage of the total numb er of Offer Shares offered under
the Global Offering. Details of any reallocation of Offer Shares between the Hong Kong Public
Offering and the International Offering will be di sclosed in the results announcement of the Global
Offering, which is expected to be published on Fri day, June 12, 2026. Where the International Offer
Shares are undersubscribed, if the Hong Kong Offer Shares are also undersubscribed, the Global
Offering will not proceed unless th e Underwriters would subscribe or procure subscribers for their
respective applicable proportions of the Offer Sha res being offered which are not taken up under the
Global Offering on the terms and conditions of this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking
a n dc o n f i r m a t i o ni nt h ea p p l i c a t i o ns u b m i t t e db ythat applicant that it/he/she and any person(s) for
whose benefit the applicant is mak ing the application have not applied for or taken up, or indicated
an interest for, and will not apply for or take up, or in dicate an interest for, any International Offer
Shares under the International Offering, and that applicant’s application under the International
Offering is liable to be rejected if either or both of the undertaking and confirmation are breached or
untrue (as the case may be).
THE INTERNATIONAL OFFERING
Number of H Shares Initially Offered
The International Offering will consist of an o ffering of initially 10,317,600 H Shares at the
Offer Price for subscription or sale under the International Offering, representing approximately
90.0% of the total number of Offer Shares initially available under the Global Offering. Subject to
the reallocation of the Offer Shares between the I nternational Offering and the Hong Kong Public
Offering, the number of H Shares initially offered u nder the International Offering will represent
13.09% of the total H Shares in issue immediately following the completion of the Global Offering
(assuming the Over-allotmen t Option is not exercised).
STRUCTURE OF THE GLOBAL OFFERING
–2 1 5–


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Allocation
The International Offering will include selecti ve marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for the Offer Shares
in Hong Kong and other jurisdictions outside th e United States in reliance on Regulation S.
Professional investors generally include broke rs, dealers, companies (in cluding fund managers)
whose ordinary business involves dealing in shares a nd other securities and corporate entities that
regularly invest in shares and other securities.
Allocation of Offer Shares under the Internation al Offering will be effected in accordance with
the ‘‘book-building’’ process described in the se ction headed ‘‘— Pricing — Determining the Offer
Price’’ and based on a number of factors, includin g the level and timing of demand, total size of the
relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is
expected that the relevant investor is likely to buy further H Shares, and/or hold or sell its H Shares,
after the Listing. This basis of allocation is intend ed to result in a distribution of the Offer Shares
w h i c hi sl i k e l yt ol e a dt ot h ee s t a b l i s h m e n to fas olid and stable professional and institutional
shareholder base to the benefit of our Group and our Shareholders as a whole.
The Overall Coordinators (on behalf of the Underwriters) may require any investor who has
been offered (or has indicated an interest for) Offe r Shares under the International Offering and who
has made an application under the Hong Kong Public Offering to provide sufficient information to
the Overall Coordinators so as to allow them to ide ntify the relevant applications under the Hong
Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares under
the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of any reallocation of Offer Shares between the Hong Kong Public Offering
and the International Offering as described i n the subsection headed ‘‘— The Hong Kong Public
Offering — Reallocation’’, and the exercise of the Over-allotment Option in whole or in part as
described in the subsection headed ‘‘— Over-allotment Option’’ below.
PRICING OF THE GLOBAL OFFERING
The International Underwriters will be solicit ing from prospective investors indications of
interest in acquiring Offer Share s in the International Offering. Prospective professional and
institutional investors will be required to specify the number of H Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as ‘‘book-building’’, is expected to continue up to, and to cease on or about, the last
day for lodging applications unde r the Hong Kong Public Offering.
The Offer Price will be HK$43.58 per Offer Share unless otherwise announced.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they
deem appropriate, based on the level of interes t expressed by prospective investors during the
book-building process in resp ect of the International Offering, and with the consent of the
Company, reduce the number of Offer Shares offe red under the Global Offering and/or the Offer
Price as stated in this prospectus at any time on or prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a case, we will, as soon as practicable
following the decision to make such reduction, an d in any event not later than the morning of the
last day for lodging applications under the Hong Kong Public Offering, cause to be published on the
websites of the Company and the Stock Exchange at
www.liuliumei.com and www.hkexnews.hk ,
respectively, an announcement t o cancel and relaunch the Global Offering at the revised number of
Offer Shares and/or 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 appropriate)).
Upon issue of such announcement or supplemental prospectus (as appropriate), the number of Offer
STRUCTURE OF THE GLOBAL OFFERING
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Shares offered in the Global Offering and/or the rev ised Offer Price will be final and conclusive, and
the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on behalf of the
Underwriters) and the Company, will be fixed. Th e Global Offering must first be canceled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before submitting applications for the Hong Ko ng Offer Shares, applic ants should have regard
to the possibility that any announcement or su pplemental prospectus or new prospectus (as
appropriate) of a reduction in the number of Offer Shares and/or the Offer Price may not be made
until the day which is the last day for lodging applications under the Hong Kong Public Offering. In
the absence of any such announcement or cancelation and relaunch of offer, the number of Offer
Shares and/or the Offer Price will not be reduced.
The Hong Kong Offer Shares and the International Offer Shares may, in certain circumstances,
be reallocated as between the Hong Kong Public Offering and International Offering at the
discretion of the Overall Coordinators. The level of applications in the Hong Kong Public Offering,
the level of indications of interest in the International Offering, the basis of allocations of the Hong
Kong Offer Shares and the results of applications in the Hong Kong Public Offering are expected to
be announced on Friday, June 12, 2026 through a variety of channels described in the paragraph
headed ‘‘How to Apply for the Hong Kong Offe r Shares — Publication of Results’’ in this
prospectus.
OVER-ALLOCATION
Following any over-allocation of H Shares i n connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) m ay cover the over-alloca tion through delayed
delivery arrangements with investors who have been allocated Offer Shares in the International
Offering. The delayed delivery arrangements (if s pecifically agreed to by an investor) relate only to
the delay in the delivery of the Offer Shares to suc h investor and the Offer Price for the Offer Shares
allocated to such investor will be fully paid prior t o Listing, accordingly there will be no delayed
settlement of payment of the Offer Shares. Addition al Offer Shares may be issued by the exercise of
the Over-allotment Option in full or in part, or th e Stabilizing Manager (or any person acting for it)
may purchase H Shares in the secondary market at prices that do not exceed the Offer Price, or a
combination of these means may be used, to return to such investor the Offer Shares subject to
delayed delivery arrangements.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we m ay grant the Over-allotment Option to the
International Underwriters, exercisable by the Overall Coordinators in their sole and absolute
discretion on behalf of the International Underwriters.
Pursuant to the Over-allotment Option (if grante d), the International Underwriters have the
right, exercisable by the Overall Coordinators (in their sole and absolute discretion on behalf of the
International Underwriters) at any time from the Listing Date until 30 days from the last day for the
making of applications under the Hong Kong Public Offering (being the last day for the exercise of
the Over-allotment Option, which is Friday, Ju ly 10, 2026), to require us to allot and issue up to
1,719,600 additional Offer Shares representin g not more than 15% of the total number of Offer
Shares initially available under the Global Offering , at the Offer Price, to cover over-allocations in
the International Offering.
If the Over-allotment Option is exercised in fu ll, the additional Offer Shares will represent
approximately 2.14% of the enlarged total number of H Shares in issue immediately following
completion of the Global Offering and the exerci se of the Over-allotment Option. We will make an
announcement if the Over-allotment Option is exercised.
STRUCTURE OF THE GLOBAL OFFERING
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STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of
securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market, during a specified period of time, to retard, and if possible, prevent a decline in the market
price of the securities below the offer price. Such transactions may be effected in all jurisdictions
w h e r ei ti sp e r m i t t e dt od os o ,i ne a c hc a s ei nc o m pliance with all applicable laws and regulatory
requirements, including those of Hong Kong. In H ong Kong, the price at which stabilization is
effected cannot exceed the offer price of shares.
In connection with the Global Offering, the Stab ilizing Manager (or any person acting for it),
on behalf of the Underwriters, may over-alloca te or effect short sales or any other stabilizing
transactions with a view to stabilizing or maint aining the market price of our H Shares at a level
higher than that which might othe rwise prevail for a limited period a fter the Listing Date. However,
there is no obligation on the Stabilizing Manager ( or its affiliates or any person acting for it) to
conduct any stabilizing action. Such stabilizing a ctions, if taken, (a) will be conducted at the
absolute discretion of the Stabilizing Manager (o r its affiliates or any person acting for it) and in
what the Stabilizing Manager reas onably regards as being in the best interest of our Company, (b)
may be discontinued at any time and (c) is requir ed to end within 30 days of the last day for making
applications under the Ho ng Kong Public Offering.
Stabilizing actions permitted in Hong Kong pu rsuant to the Securiti es and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of H ong Kong) include (a) over-allocating for the
purpose of preventing or minimiz ing any reduction in the market price of our H Shares, (b) selling or
agreeing to sell our H Shares so as to establish a short position in them for the purpose of preventing
or minimizing any reduction in the market price o f our H Shares, (c) subscribing, or agreeing to
subscribe, for our H Shares pursuant to the Over-a llotment Option in order to close out any position
established under (a) or (b), (d) purchasing, o r agreeing to purchase, our H Shares for the sole
purpose of preventing or minimizin g any reduction in the market pric e of our H Shares, (e) selling or
agreeing to sell our H Shares to liquidate a long position held as a result of those purchases and (f)
offering or attempting to do anything described in (b), (c), (d) or (e).
Specifically, prospective app licants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager (or its affiliates or a ny person acting for i t) may, in connection
with the stabilizing action, maintain a long position in our H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or its affiliates or any pe rson acting for it) will maintain such a long
position;
(c) liquidation of any long position by the Stab ilizing Manager (or its affiliates or any person
acting for it) and selling in the open mark et may have an adverse impact on the market
price of our H Shares;
(d) no stabilizing action can be taken to suppo rt the price of our H Shares for longer than the
stabilizing period, which will begin on the Listing Date and is expected to expire on
Friday, July 10, 2026 (being the 30th day after the last day for making applications under
the Hong Kong Public Offering). After this d ate, when no further stabilizing action may
be taken, demand for our H Shares, and therefore the price of our H Shares, could fall;
(e) stabilizing activities by the Stabilizing Man ager (or any person acting for it) may stabilize,
maintain or otherwise affect the market pric e of our Shares. This means the price of our
Shares may be higher than the price that otherwise might exist in the open market;
(f) the price of our H Shares cannot be assured to stay at or above the Offer Price by the
taking of any stabilizing action; and
STRUCTURE OF THE GLOBAL OFFERING
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(g) stabilizing bids may be made or transactions effected in the course of the stabilizing action
at any price at or below the Offer Price, whi ch means that stabilizing bids may be made or
transactions effected at a price below the pr ice paid by applicants for, or investors in,
acquiring the Offer Shares.
We will make an announcement in compliance with the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Ho ng Kong) within seven days of the expiration of
the stabilizing period.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of applications for the Hong Kong Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, our
H Shares in issue and to be issued pursuant to the Global Offering (including any
additional H Shares pursuant to the exercise of the Over-allotment Option) on the Main
Board of the Stock Exchange and such approval and permission not subsequently having
been withdrawn or revoked prior to the Listing Date;
(b) the execution and delivery of the International Underwriting Agreement;
(c) our Company having submitted to HKSCC all requisite documents to enable the Offer
Shares to be admitted to trade on the Stock Exchange; and
(d) the obligations of the underwriters under both the Hong Kong Underwriting Agreement
and the International Underwriting Agreement having become unconditional and not
having been terminated in accordance with the terms of the respective agreements,
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times) and in
any event not later than Monday, June 15, 2026.
The consummation of each of the Hong Kong Public Offering and t he International Offering is
conditional upon, among others, the other becoming unconditional and not having been terminated
in accordance with its terms.
If the above conditions are not fulfilled or wai ved before the dates and times specified, the
Global Offering will not proceed and will laps e, and the Stock Exchange will be notified
immediately. We will publish a notice of the lapse of the Hong Kong Public Offering on the website
of the Stock Exchange at
www.hkexnews.hk and the website of our Company at www.liuliumei.com
on the next business day following the lapse. In s uch eventuality, all application monies will be
returned, without interest, on t he terms set out in the subsection headed’’How to Apply for the Hong
Kong Offer Shares — Despatch/Collection of H Sh are Certificates and Refund of Application
Monies’’. In the meantime, the application mon ies will be held in separa te accounts with the
receiving banks or other bank(s) in Hong Kong li censed under the Banking Ordinance (Chapter 155
of the Laws of Hong Kong).
H Share certificates for the Offer Shares are ex pected to be issued on Friday, June 12, 2026, but
they will only become valid evidence of title a t 8 : 00 a.m. on Monday, June 15, 2026, provided the
Global Offering has become unconditional in all respects at or before that time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00 a.m. in
Hong Kong on Monday, June 15, 2026, it is expected that dealings in our H Shares on the Stock
Exchange will commence at 9 : 00 a.m. on that date.
Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our H
Shares will be 6658.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We
will not provide 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.liuliumei.com . You may download and print from these website addresses if you want a
printed copy of this prospectus.
The contents of the electronic version of th e prospectus are identical to the printed
prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C
of the Companies (WUMP) Ordinance.
APPLICATION FOR HONG KONG OFFER SHARES
1 WHO CAN APPLY
If you apply for Hong Kong Offer Shares, then you may not apply for or indicate an interest
for International Offer Shares.
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying:
. a r e1 8y e a r so fa g eo ro l d e r ;
. have a Hong Kong address (for the White Form eIPO service only);
. are outside the United States (within the m eaning of Regulation S), and are a person
described in paragraph (h)(3) of Rule 902 of Regulation S; and
. are not a legal or natural Chinese Mainland person (except qualified domestic
institutional investors).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock
Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose
benefit you are applying for:
. are an existing shareholder;
. are a director, supervisor or chief executive o fficer of ours and/or any of our subsidiaries;
or
. are a close associate of any of the above persons.
2 APPLICATION CHANNELS
The Hong Kong Public Offering period will begin at 9 : 00 a.m. on Friday, June 5, 2026 and end
at 12 : 00 noon on Wednesday, June 10, 2026 (Hong Kong time).
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO Service www.eipo.com.hk Investors who would like to
receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and
issued in your own name.
From 9 : 00 a.m. on Friday,
June 5, 2026 to 11 : 30
a.m. on Wednesday, June
10, 2026, Hong Kong
time.
T h el a t e s tt i m ef o r
completing fu ll payment
of application monies will
be 12 : 00 noon on
Wednesday, June 10,
2026, Hong Kong time.
HKSCC EIPO channel Your broker or custodian
w h oi sa nH K S C C
Participant will submit
electronic application
instruction 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
C C A S Sa n dc r e d i t e dt o
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
m a yv a r yb yb r o k e ro r
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity
limitations and potential service interruptions an d you are advised not to wait until the last day of
the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in
respect of any application instructions given by you or for your benefit through the White Form
eIPO service to make an application for Hong Kong O ffer 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 o nly 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 app lication 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 join t 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 Partic ipants) to apply for Hon gK o n gO f f e rS h a r e so n
your behalf and to do on your behalf all the things stated in this prospectus and any supplement to
it.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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--- page 231 ---
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 HKS CC Nominees on your behalf) provided such
application instruction has not been withdrawn o r otherwise invalidated before the closing time of
the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a no minee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other perso n 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.
Only one application may be made for the benefit of any person. If you are suspected of making
more than one application through the White Form eIPO service or any other channel, all of your
applications are liable to be rejected.
3 INFORMATION REQUIRED TO APPLY
You
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 a ss h o w no ny o u r
identity document
. Identity document’s issuing country or
jurisdiction
. Identity document’s issuing country
or jurisdiction
. Identity document type, with order of
priority:
. Identity document type, with order
of priority:
i. HKID card; or i. LEI registration document; or
ii. National identification document;
or
ii. Certificate of incorporation; or
iii. Passport; and iii. Business Registration
Certificate; or
iv. Other equivalent document;
and
. Identity document number . 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. You are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card.
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. 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 b e 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 H ong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, th e client identification data (‘‘ CID’’) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of
the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
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5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each
joint beneficial owner. If you do not i nclude this informatio n, the application will b e treated as being made
f o ry o u rb e n e f i t .
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control ove r that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated
above.
‘‘Unlisted company ’’ means a company with no equity securities listed on the 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 a pplication under a power
of attorney, we and the Overall Coordinators, as ou r agent, have discretion to consider whether to
accept it on any conditions we think fit, inclu ding evidence of the attorney’s authority.
Failing to provide any required information ma y result in your application being rejected.
4 PERMITTED NUMBER OF HONG KONG OFFER SHARES FOR APPLICATION
Board lot size : 100 H Shares
Permitted Number of Hong Kong
Offer Shares for application and
amount payable on application/
successful allotment
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$43.58 per Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you
to prefund your application in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. You
are responsible for complying with any such
pre-funding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer Shares
you applied for. By instructing your broker or
custodian to apply for the Hong Kong Offer Shares
on your behalf through the HKSCC EIPO channel,
you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed
and authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC
P a r t i c i p a n t s )t oa r r a n g ep a y m e n to ft h ef i n a lO f f e r
Price, brokerage, SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy
by debiting the relevant nominee bank account at the
designated bank for your broker or custodian.
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If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of Shares you have
selected. You must pay the re spective amount payable
on application in full upon application for Hong Kong
Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
HK$ HK$ HK$ HK$
100 4,401.96 1,500 66,029.25 8, 000 352,156.03 90,000 3,961,755.38
200 8,803.90 2,000 88,039.00 9, 000 396,175.54 100,000 4,401,950.44
300 13,205.85 2,500 110,048.76 10, 000 440,195.04 150,000 6,602,925.65
400 17,607.80 3,000 132,058.52 20, 000 880,390.09 200,000 8,803,900.85
500 22,009.75 3,500 154,068.27 30, 000 1,320,585.13 250,000 11,004,876.08
600 26,411.71 4,000 176,078.02 40, 000 1,760,780.17 300,000 13,205,851.29
700 30,813.65 4,500 198,087.76 50, 000 2,200,975.21 350,000 15,406,826.50
800 35,215.60 5,000 220,097.52 60, 000 2,641,170.26 400,000 17,607,801.72
900 39,617.56 6,000 264,117.02 70, 000 3,081,365.31 450,000 19,808,776.94
1,000 44,019.51 7,000 308,136. 54 80,000 3,521,560.34 573,200 (1) 25,231,979.86
Notes:
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined
in the Listing Rules) and the SFC transaction levy, the S tock Exchange trading fee and AFRC transaction levy
are paid to the Stock Exchange (in the case of the SFC t ransaction 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).
No application for any other number of the H ong Kong Offer Shares will be considered and
any such application is liable to be rejected.
5 MULTIPLE APPLICATIONS PROHIBITED
You or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed ‘‘ — Application for Hong Kong Offer Shares —
3. Information Required to Apply ’’ in this section. If you are susp ected of submitting or cause to
submit more than one application, all o f your applications will be rejected.
Multiple applications made either through (i) the 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.
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 No minees will do the following things on your
behalf):
(a) undertake to execute all relevant documen ts and instruct and authorize us and/or the
O v e r a l lC o o r d i n a t o r s( o ri t sa g e n t so rn o m i n e e s ) ,a so u ra g e n t s ,t oe x e c u t ea n yd o c u m e n t s
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;
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(b) confirm that you have read and understan d the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form eIPO
Service Provider (or as the case may be, the agreement you entered into with your broker
or custodian), and agree to be bound by them;
(c) (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 G eneral Rules of HKSCC and the HKSCC
Operational Procedures for giv ing application instructions to apply for Hong Kong Offer
Shares;
(d) confirm that you are aware of the restrictio ns 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;
(e) confirm that you have read this prospectus and have only relied on the information and
representations contained in this prospectus in making your application and will not rely
on any other information or representations , except those contained in any supplement to
this prospectus;
(f) agree that none of us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the H
Share Registrar, HKSCC, any of our or their aff iliates or any of their respective directors,
officers, employees, agents or advisors, or any other persons or parties involved in the
Global Offering is or will be liable for any infor mation and representations not contained
in this prospectus (and any supplement to it);
(g) agree to disclose the details of your applic ation and your personal data and any other any
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, our H Share R egistrar, receiving bank(s), the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, th e Underwriters, 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 ‘‘ — Personal Data — Purposes ’’ and ‘‘— Personal Data — Transfer of
personal data ’’ in this section;
(h) agree (without prejudice to any other rights which you may have once your application (or
as the case may be, HKSCC Nominees’ applicat ion) has been accepted) that you will not
rescind it because of an innocent misrepresentation;
(i) agree that subject to Section 44A(6) o ft h eC o m p a n i e s( W U MP) Ordinance, any
application made by you or HKSCC Nominees o n 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
s p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘— Publication of Results ’’ in this section;
( j ) c o n f i r mt h a ty o ua r ea w a r eo ft h es i t u a t i o n ss p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘—
Circumstances in which You Will Not Be Allocated Hong Kong Offer Shares ’’ in this
section;
(k) agree that your application or HKSCC No minees’ application, any acceptance of it and
the resulting contract will be governed by an d construed in accordance with the laws of
Hong Kong;
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(l) agree to comply with the Companies Ordi nance, Companies (WUMP) Ordinance, the
Articles of Association and the PRC Comp any Law, and that neither we nor the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers and t he Underwriters will breach any law inside
and/or outside Hong Kong as a result of the a cceptance of your offer to purchase, or any
action arising from your rights and obligations under the terms and conditions contained
in this prospectus;
(m) confirm that (a) your application or HKS CC Nominees’ application on your behalf is not
financed directly or indirectly by the Compa ny, any of the directors, chief executives,
substantial Shareholder(s) or existing s hareholder(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 resp ective close associates in relation to the
acquisition, disposal, voting or other dispos ition of the H Shares registered in your name
or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we, our Dir ectors and the Overall Coordinators will rely
on your declarations and representations in deciding whether or not to make any
allotment of any of the Hong Kong Offer Shares to you and that you may be prosecuted
for making a false declaration;
(p) agree to accept the Hong Kong Offer Shares a pplied for, or any lesser number allocated to
you under the application;
(q) declare and represent that this is the onl y application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer
Shares have not been and will not be registere d under the U.S. Securities Act; and (ii) you
and any person for whose benefit you are applying for the Hong Kong Offer Shares are
o u t s i d et h eU n i t e dS t a t e s( a sd e f i n e di nR e g u l a t i o nS )o ra r eap e r s o nd e s c r i b e di n
paragraph (h)(3) of Rule 902 of Regulation S;
(s) undertake and confirm that you or the person(s) for whose benefit you have made the
application have not applied for or taken up, or indicated an interest for, and will not
apply for or take up, or indicate an interest for, any International Offer Shares nor have
participated in the International Offering;
(t) confirm that you are aware of the restric tions on the Global Offering set out in this
prospectus;
(u) (if you are making the application for your ow n benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or through the White Form eIPO service or by any one as your agent or
by any other person;
(v) (if you are making the application as an agent for the benefit of another person) warrant
that: (i) no other application has been or will be made by you as agent for or for the
b e n e f i to ft h a tp e r s o no rb yt h a tp e r s o no rb ya n yo t h e rp e r s o na sa g e n tf o rt h a tp e r s o nb y
giving application instructions to HKSCC; and (ii) you have due authority to give
electronic application instructions on behalf of that other person as its agent; and
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(w) if the laws of any place outside Hong Kong a pply to your application, agree and warrant
that you have complied with all these laws and none of us nor any of the Joint Sponsors,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Underwriters will breach any of these laws 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.
PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )w i t ha
‘‘search by ID’’ function. The full list of (i)
wholly or partially successful applicants
using the White Form eIPO service and
HKSCC EIPO channel, and (ii) the number
of Hong Kong Offer Shares conditionally
allotted to them, among other things, will be
displayed on the ‘‘Allotment Results’’ page of
the designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
24 hours, from 11 : 00 p.m.
Friday, June 12, 2026 to
12 : 00 midnight,
Thursday, June 18, 2026
( H o n gK o n gt i m e )
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.liuliumei.com which will provide links to
the above mentioned websites of the H Share
Registrar.
No later than 11 : 00 p.m.
on Friday, June 12,
2026 (Hong Kong time).
Telephone +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., on Monday,
June 15, 2026, Tuesday,
June 16, 2026,
Wednesday, June 17,
2026 and Thursday,
June 18, 2026 (Hong
Kong time)
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6 : 00 p.m. on Thursd ay, June 11, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and rev iew the allotment result from 6 : 00 p.m. on
Thursday, June 11, 2026 (Hong Kong time) on a 24-hou r basis and should report any discrepancies
on allotments to HKSCC as soon as practicable.
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Allocation Announcement
We expect to announce the results of the level of indications of interest in the International
Offering, the level of applications in the Hong Kon g 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.liuliumei.com by no later than 11 : 00 p.m. on Friday, June 12, 2026 (Hong Kong time).
CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You should note the following situations in wh ich no Hong Kong Offer Shares will be allocated
to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application mad e by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (WUMP) Ordinance.
2. If we or our agents exercise discretion to reject your application:
We, the Overall Coordinators, the H Share Reg istrar and our/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 w ill be void if the Stock Exchange does not
grant permission to list our 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. You may refer to
the paragraph headed ‘‘— Application f or Hong Kong Offer Shares — 5. Multiple
Applications Prohibited’’ in this section o n 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; or
. we or the Overall Coordinators believe that by accepting your application, we or
they would violate applicable securiti es or other laws, rules or regulations.
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5. If there is money settlement failure for allotted Shares:
B a s e do nt h ea r r a n g e m e n t sb e t w e e nHKSCC Participants and HKSCC, HKSCC
Participants will be required to hold suffici ent 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 requ ired to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their designated bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participan t (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 det ermine the cause of fa ilure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlem ent obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to t he International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you w ill not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Joint
Sponsors, the Overall Coordinators, the Joint Glo bal Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Underwriters, the H Share Registrar and HKSCC is or will be liable
if Hong Kong Offer Shares are not allocated t o you due to the money settlement failure.
DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION
MONIES
You will receive one H Share certificate for al l Hong Kong Offer Shares allocated to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificate will be deposited into CCASS as described below).
We will not issue: (i) the temporary document o f title in respect of our H Shares; or (ii) the
receipt for sums paid on application.
H Share certificates will only become valid ev idence of title at 8 : 00 a.m. on Monday, June 15,
2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
termination described in the section headed ‘‘Underwriting’’ has not been exercised. Investors who
trade H Shares prior to the receipt of H Share certi ficates or the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share cer tificate(s) and (if app licable) any surplus
application monies pending cl earance of applic ation monies.
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The following sets out the relevant procedures and time:
White Form eIPO Service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application of 500,000
Hong Kong Offer
Shares or more
Collection in person from our H Share
Registrar 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
Monday, June 15, 2026 (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: I fy o ud on o tc o l l e c ty o u rS h a r e
certificate(s) personally within the
time above, it/they will be sent to
the address specified in your
application instructions by
ordinary post at your own risk.
H Share certificate(s) will be issued in the
name of HKSCC Nominees, deposited
into CCASS and credited to your
designated HKSCC Participant’s stock
account.
No action by you is required.
For application of less than
500,000 Hong Kong
Offer Shares
Your H Share certificate(s) will be sent to
the address specifie d in your application
instructions by ordinary post at your
own risk.
Time: Friday, June 12, 2026
Refund mechanism for surplus application monies paid by you
Date Monday, June 15, 2026 Subject to the arrangement between you
a n dy o u rb r o k e ro rc u s t o d i a n
Responsible party H Share Registrar Your broker or custodian
Application monies paid
through single bank
account
Any refund will be despatched to the bank
account in the form of White Form
e-Refund payment instructions
Your broker or custodian will arrange
refund to your designated bank account
subject to the arrangement between you
and it.
Application monies paid
through multiple bank
accounts
Refund cheque(s) will be dispatched to the
address as specified in your application
instructions by ordinary post at your
own risk
1 Except in the event of any Bad Weather Signals (as defined b elow) 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 H Share Regist rar to arrange for delivery of the supporting documents and
share certificates in accordance with the contingency a rrangements as agreed between them. You may refer to ‘‘— Bad
Weather Arrangements’’ in this section.
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BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, June 10, 2026 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 Wednesday, June 10, 2026.
I n s t e a dt h e yw i l lo p e nb e t w e e n1 1 : 4 5a . m .a n d1 2 : 0 0n o o na n d / o rc l o s ea t1 2 : 0 0n o o no nt h e
next business day which does not have any of tho se warnings in Hong Kong 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 listi ng date. Should there be any changes to the dates
mentioned in the section headed ‘‘Expected Timeta ble’’ 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.liuliumei.com of the revised timetable.
If any of those warnings is hoisted on Friday, June 12, 2026, the H Share Registrar will make
appropriate arrangements for the delivery of t he share certificates to the CCASS Depository’s
service counter so that they would be available for trading on Monday, June 15, 2026.
If any of those warnings is hoisted on Monday, June 15, 2026 :
. for application of 500,000 Hong Kong Offe rS h a r e so rm o r e ,t h ep h y s i c a lS h a r e
certificate(s) and/or refund cheque (if applic able) will be available for collection in person
from the H Share Registrar’s office after any of those warnings is lowered or cancelled
(e.g. in the afternoon of Monday, June 15, 2026 or on Tuesday, June 16, 2025).
If any of those warnings is hoisted on Friday, June 12, 2026 :
. for application of less than 500,000 Hong Ko ng Offer Shares, the despatch of physical H
Share certificate(s) and/or refund cheque (i f applicable) will be made by ordinary post
when the post office re-opens after any of those warnings is lowered or cancelled (e.g. in
the afternoon of Friday, June 12, 2026, or on Monday, June 15, 2026).
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.
ADMISSION OF OUR H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, our H Shares and we
comply with the stock admission requirements of HKSCC, our H Shares will be accepted as eligible
securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing
Date or any other date HKSCC chooses.
Settlement of transactions between Exchange Participants is required to take place in CCASS
on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
–2 3 1–


--- page 241 ---
All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangemen ts may affect your rights and interests.
PERSONAL DATA
The following Personal Information Collect ion Statement applies to any personal data
collected and held by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joi nt Lead Managers, the Underwriters, the H Share
Registrar and the receiving bank(s) about you in the same way as it applies to personal data about
applicants other than HKSCC Nominees. This perso nal data may include client identifier(s) and
your identification informatio n. 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.
Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practice s of ours and the H Share Registrar in relation to
personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
Reasons for the collection of your personal data
It is necessary for applicants and registered hol ders of Hong Kong Offer Shares to ensure that
personal data supplied to us or our 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 supp lying inaccurate data may result in your
application for the Hong Kong Offer Shares being rejected, or in the delay or the inability of us 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 Offe r 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 us and the H
Share Registrar immediately of any inaccu racies in the personal data supplied.
Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
. processing your application and refund cheque and White Form e-Refund payment
instruction(s), where applicable, verificatio n of compliance with the terms and application
procedures set out in this prospectus and announcing results of allocation of the Hong
Kong Offer Shares;
. compliance with applicable laws and reg ulations in Hong Kong and elsewhere;
. registering new issues or transfers into or out of the names of the holders of our H Shares
including, where applicable, HKSCC Nominees;
. maintaining or updating our register of members;
. verifying identities of the applicants for a nd holders of our H Shares and identifying any
duplicate applications for our H Shares;
. facilitating Hong Kong Offer Shares balloting;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
–2 3 2–


--- page 242 ---
. establishing benefit entitlements of holders of our H Shares, such as dividends, rights
issues, bonus issues, etc.;
. distributing communications from us and our subsidiaries;
. compiling statistical information and profiles of the holder of our H Shares;
. disclosing relevant information to facilitate claims on entitlements; and
. any other incidental or associated purposes relating to the above and/or to enable us and
the H Share Registrar to discharge our or thei r obligations to applicants and holders of
our H Shares and/or regulators and/or any other purposes to which the applicants and
holders of the H Shares may from time to time agree.
Transfer of personal data
Personal data held by us and the H Share Registrar relating to the applicants for and holders of
Hong Kong Offer Shares will be kept confidential, but we and the H Share Registrar may, to the
extent necessary for achieving any of the above purpo ses, disclose, obtain or transfer (whether within
or outside Hong Kong) the personal data to, from or with any of the following:
. our appointed agents such as financial advisors and receiving bank(s);
. HKSCC or HKSCC Nominees, who will use t he 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 a ccordance with its rules or procedures and
operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares
request a deposit into CCASS);
. any agents, contractors or third-party se rvice providers who offer administrative,
telecommunications, computer, payment or other services to us or the H Share
Registrar in connection with their respective business operation;
. the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies
or otherwise as required by laws, rules or regulations including for the purpose of the
Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its
statutory functions; and
. any persons or institutions with which the holders of the Hong Kong Offer Shares have or
propose to have dealings, such as their banke rs, solicitors, accountants or stockbrokers,
etc.
Retention of personal data
We 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 long er required will be destroyed or dealt with in
accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
Access to and correction of personal data
Applicants for and holders of Hong Kong Offer S hares have the right to ascertain whether we
or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any
data that is inaccurate. We and the H Share Registr ar 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 us and the H Share Registrar, at our and t heir registered address disclosed in the section
headed ‘‘Corporate Information’’ in this prospectus or as notified from time to time, for the
attention of the secretary, or the H Share Registrar for the attention of the privacy compliance
officer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
–2 3 3–


--- page 243 ---
The following is the text of a report received from the reporting accountants of the
Company, Ernst & Young, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus.
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
 ᠔
佭␃凖儮⍠㣅ⱛ䘧

㰳
໾সഞϔᑻῧ
  Tel 䳏䁅: +852 2846 9888
Faxⳳ: +852 2868 4432
ey.com
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF LIULIUMEI CO., LTD., CITIC SECURITIES (HONG KONG)
LIMITED AND GUOYUAN CAPITAL (HONG KONG) LIMITED
Introduction
We report on the historical financial information of Liuliumei Co., Ltd. (the
‘‘Company ’’) and its subsidiaries (together, the ‘‘ Group ’ ’ )s e to u to np a g e sI - 3t oI - 8 1 ,
which comprises the consolidat ed statements of profit or loss and other comprehensive
income, statements of changes in equity and s tatements of cash flows of the Group for each
of the years ended 31 December 2023, 2024 and 2025 (the ‘‘ Relevant Periods ’’), and the
consolidated statements of financial position of the Group and the statements of financial
position of the Company as at 31 December 20 23, 2024 and 2025 and material accounting
policy information and other explanatory information (together, the ‘‘ Historical Financial
Information ’’). The Historical Financial Informat i o ns e to u to np a g e sI - 3t oI - 8 1f o r m sa n
integral part of this report, which has been pre pared for inclusion in the prospectus of the
Company dated 5 June 2026 (the ‘‘ Prospectus ’’) in connection with the initial listing of the
shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited
(the ‘‘Stock Exchange ’’).
Directors’ responsibility for the H istorical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of
preparation set out in note 2.1 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 as 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 244 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material
misstatement of the Historical Financial Information, whether due to fraud or error. In
making those risk assessments, the reporting ac countants consider internal control relevant
to the entity’s preparation of the Historical F inancial Information that gives a true and fair
view in accordance with the basis of preparation set out in note 2.1 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 2023, 2024 and 2025, and of the financial performance and
cash flows of the Group for each of the Relevant Periods in accordance with the basis of
preparation set out in note 2.1 to the H istorical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange
and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 12 to the Historical Financial Information which states that no
dividends have been paid by the Company in respect of the Relevant Periods.
Ernst & Young
Certified Public Accountants
Hong Kong
5J u n e2 0 2 6
APPENDIX I ACCOUNTANTS’ REPORT
–I - 2–


--- page 245 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historica l Financial Information
Set out below is the Historical Financial Information which forms an integral part
of this accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the
Historical Financial Information is based, were audited by Ernst & Young in
accordance with Hong Kong Standards on Auditing issued by the 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 246 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
REVENUE 5 1,322,042 1,616,018 1,710,731
Cost of sales (792,331) (1,033,553) (1,102,031)
Gross profit 529,711 582,465 608,700
Other income and gains, net 6 27,962 39,572 34,966
Selling and distribution expenses (309,395) (310,170) (271,720)
Administrative expenses (88,691) (100,180) (112,085)
Research and development expenses (33,612) (18,948) (27,885)
Finance costs 8 (7,966) (7,773) (13,221)
Fair value (loss)/gain on financial
liabilities at fair value through profit
or loss (‘‘FVTPL ’’) (6,026) (1,625) 5,300
Impairment losses on trade receivables
and other receivables, net (719) (2,143) (2,481)
Other expenses (661) (791) (2,399)
PROFIT BEFORE TAX 7 110,603 180,407 219,175
Income tax expense 11 (11,372) (32,688) (37,087)
PROFIT AND TOTAL
COMPREHENSIVE INCOME FOR
THE YEAR 99,231 147,719 182,088
Attributable to:
Owners of the Company 99,231 147,719 182,088
EARNINGS PER SHARE
ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE
COMPANY
Basic and diluted (RMB) 13 1.31 1.95 2.69
APPENDIX I ACCOUNTANTS’ REPORT
–I - 4–


--- page 247 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment 14 563,492 592,238 688,491
Right-of-use assets 15 90,897 86,494 85,668
Other intangible assets 16 2,856 2,385 1,836
Prepayments, other receivables and
other assets 19 12,291 32,133 66,903
Deferred tax assets 25 46,100 21,612 14,344
Total non-current assets 715,636 734,862 857,242
CURRENT ASSETS
Inventories 17 425,934 523,701 673,368
Trade and bills receivables 18 80,526 162,928 220,996
Prepayments, other receivables and
other assets 19 69,330 115,236 115,646
Income tax recoverable 129 6,501 11,730
Financial assets at fair value through
other comprehensive income
(‘‘FVOCI ’’) 983 30 –
Pledged bank deposits 20 34,732 49,662 77,187
Cash and cash equivalents 20 67,392 78,047 33,904
Total current assets 679,026 936,105 1,132,831
CURRENT LIABILITIES
Financial liabilities at FVTPL 24 262,535 171,109 –
Trade and bills payables 21 184,957 290,909 346,129
Other payables and accruals 22 280,979 258,675 258,884
Interest-bearing bank borrowings 23 180,197 321,333 475,393
Income tax payable 7,420 6,478 20,932
Lease liabilities 15 1,965 784 2,360
Total current liabilities 918,053 1,049,288 1,103,698
NET CURRENT (LIABILITIES)/
ASSETS (239,027) (113,183) 29,133
TOTAL ASSETS LESS CURRENT
LIABILITIES 476,609 621,679 886,375
APPENDIX I ACCOUNTANTS’ REPORT
–I - 5–


--- page 248 ---
As at 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Financial liabilities at FVTPL 24 206,142 – –
Lease liabilities 15 1,930 1,146 606
Deferred income 3,072 2,585 4,142
Total non-current liabilities 211,144 3,731 4,748
Net assets 265,465 617,948 881,627
EQUITY
Equity attributable to owners of
the Company
Share capital 26 75,665 75,665 67,347
Reserves 27 189,800 542,283 814,280
Total equity 265,465 617,948 881,627
APPENDIX I ACCOUNTANTS’ REPORT
–I - 6–


--- page 249 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended 31 December 2023
Share
capital
Capital
reserve
Statutory
reserve
Retained
profits Total
(note 26) (note 27) (note 27)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 75,665 21,015 12,408 56,809 165,897
Profit and total comprehensive
income for the year – – – 99,231 99,231
Equity-settled share-based payment
expenses (note 28) – 3 3 7–– 3 3 7
At 31 December 2023 75,665 21,352* 12,408* 156,040* 265,465
Year ended 31 December 2024
Share
capital
Capital
reserve
Statutory
reserve
Retained
profits Total
(note 26) (note 27) (note 27)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 75,665 21,352 12,408 156,040 265,465
Profit and total comprehensive
income for the year – – – 147,719 147,719
Derecognition of redemption
liabilities due to cancellation of
redemption rights (note 24) – 204,193 – – 204,193
Equity-settled share-based payment
expenses (note 28) – 5 7 1–– 5 7 1
At 31 December 2024 75,665 226,116* 12,408* 303,759* 617,948
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7–


--- page 250 ---
Year ended 31 December 2025
Share
capital
Capital
reserve
Statutory
reserve
Retained
profits Total
(note 26) (note 27) (note 27)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 75,665 226,116 12,408 303,759 617,948
Profit and total comprehensive
income for the year – – – 182,088 182,088
Equity-settled share-based payment
expenses (note 28) – 6,591 – – 6,591
Issue of Series D1 Shares and
Series D2 Shares (note 26) 2,270 72,730 – – 75,000
Transfer of Series D1 and Series
D2 Shares to capital reserve
upon issuance of shares with
preferential right – (75,000) – – (75,000)
Derecognition of redemption
liabilities due to cancellation of
redemption rights (note 24) – 75,000 – – 75,000
Capital reduction of Series A
Shares (note 26) (10,588) (250,221) – – (260,809)
Derecognition of redemption
liabilities due to capital
reduction of Series A Shares
(note 24) – 260,809 – – 260,809
At 31 December 2025 67,347 316,025* 12,408* 485,847* 881,627
* These reserve accounts comprise the reserves of RMB189,800,000, RMB542,283,000 and
RMB814,280,000 in the consolidated statements of financial position as at 31 December 2023, 2024
and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 8–


--- page 251 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax: 110,603 180,407 219,175
Adjustments for:
Finance costs 8 7,966 7,773 13,221
Interest income 6 (665) (547) (479)
Fair value loss/(gain) on financial
liabilities at FVTPL 7 6,026 1,625 (5,300)
Depreciation of property, plant and
equipment 14 51,255 55,852 63,530
Depreciation of right-of-use assets 15(a) 3,939 4,403 4,557
Amortisation of other intangible
assets 16 629 503 681
Impairment losses on trade
receivables, net 18 705 1,823 1,883
Impairment of other receivables, net 19 14 320 598
Gain on disposal of items of
property, plant and equipment 7 (14) (12) (26)
Equity-settled share-based payment
expenses 28 337 571 6,591
Foreign exchange loss, net 7 146 309 1,564
Write-down of inventories to net
realisable value 7 1,165 638 1,360
Government grants 6 (729) (487) (1,049)
181,377 253,178 306,306
Increase in inventories (64,073) (98,405) (151,027)
Increase in trade and bills receivables (3,518) (84,225) (59,951)
Decrease/(increase) in prepayments,
other receivables and other assets 8,652 (46,226) (1,008)
Decrease/(increase) in pledge bank
deposits 2,259 (14,930) (27,525)
(Decrease)/increase in trade and bills
payables (8,135) 106,596 53,686
Increase/(decrease) in other payables
and accruals 16,755 (16,647) (25,892)
Cash generated from operations 133,317 99,341 94,589
APPENDIX I ACCOUNTANTS’ REPORT
–I - 9–


--- page 252 ---
Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Interest received 665 547 479
Income tax paid (7,079) (15,514) (20,594)
Net cash flows from operating
activities 126,903 84,374 74,474
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of items of property, plant
and equipment (80,232) (110,259) (125,301)
Proceeds from disposal of items of
property, plant and equipment 18 174 75
Purchase of other intangible assets (270) (32) (132)
Purchase of leasehold land (150) – –
Prepayment of leasehold land – – (43,200)
Receipt of government grants for
non-current assets – – 2,606
Net cash flows used in investing
activities (80,634) (110,117) (165,952)
CASH FLOWS FROM FINANCING
ACTIVITIES
Investments from investors – 40,000 35,000
Payment for repurchase of shares
issued to an investor 24 – (135,000) (125,809)
New bank loans 308,400 368,840 570,820
Repayment of bank loans (351,750) (227,760) (416,810)
Interest paid (8,235) (7,717) (13,171)
Principle portion of lease payments (1,743) (1,965) (2,695)
Net cash flows (used in)/from financing
activities (53,328) 36,398 47,335
NET (DECREASE)/INCREASE IN
CASH AND CASH
EQUIVALENTS (7,059) 10,655 (44,143)
Cash and cash equivalents at beginning
of year 74,451 67,392 78,047
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 0–


--- page 253 ---
Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
CASH AND CASH EQUIVALENTS
AT END OF YEAR 67,392 78,047 33,904
ANALYSIS OF BALANCES OF
CASH AND CASH
EQUIVALENTS
Cash and bank balances 20 102,124 127,709 111,091
Less: Pledged bank deposits 20 (34,732) (49,662) (77,187)
Cash and cash equivalents as stated in
the consolidated statements of
financial position and consolidated
statements of cash flows 20 67,392 78,047 33,904
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 1–


--- page 254 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Investments in subsidiaries 37 290,326 341,729 341,729
Property, plant and equipment 14 278,710 276,447 285,383
Right-of-use assets 22,370 21,739 22,194
Other intangible assets 2,791 2,352 1,495
Prepayments, other receivables and
other assets 19 2,246 6,218 46,685
Deferred tax assets 3,476 2,071 –
Total non-current assets 599,919 650,556 697,486
CURRENT ASSETS
Inventories 17 122,298 151,449 216,716
Trade and bills receivables 18 57,860 84,032 84,966
Prepayments, other receivables and
other assets 19 390,279 380,155 248,950
Financial assets at FVOCI 319 – –
Pledged bank deposits 20 28,707 37,448 62,741
Cash and cash equivalents 20 48,361 46,603 6,881
Total current assets 647,824 699,687 620,254
CURRENT LIABILITIES
Financial liabilities at FVTPL 24 262,535 171,109 –
Trade and bills payables 21 102,721 159,876 200,738
Other payables and accruals 22 530,276 596,623 502,400
Interest-bearing bank borrowings 23 122,601 174,172 256,212
Income tax payable 1,707 3,546 2,710
Lease liabilities – – 465
Total current liabilities 1,019,840 1,105,326 962,525
NET CURRENT LIABILITIES (372,016) (405,639) (342,271)
TOTAL ASSETS LESS CURRENT
LIABILITIES 227,903 244,917 355,215
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 2–


--- page 255 ---
As at 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Financial liabilities at FVTPL 24 206,142 – –
Deferred income 1,585 1,138 2,694
Deferred tax liabilities – – 149
Total non-current liabilities 207,727 1,138 2,843
Net assets 20,176 243,779 352,372
EQUITY
Share capital 26 75,665 75,665 67,347
Reserves 27 (55,489) 168,114 285,025
Total equity 20,176 243,779 352,372
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 3–


--- page 256 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a joint stock company with limited liability establishe d in the People’s Republic of China
(‘‘PRC’’). The registered office of the Company is loc ated at Economic Development Zone, Fanchang County,
Wuhu City, Anhui Province, PRC.
During the Relevant Periods, the Compan y and its subsidiaries (together, the ‘‘ Group ’’) were involved in
the manufacture and sale of consumer goods in the PRC. T he ultimate controlling shareholder of the Group is
Mr. Yang Fan.
As at the date of this report, the Company had direct inte rests in its subsidiaries, all of which are private
limited liability companies, the par ticulars of which are set out below:
Name *
Date of registration and
place of operations
Issued ordinary/
registered
share capital
Percentage of equity
attributable to the
Company Principal activities
Direct Indirect
Fujian Qingmei Town
Co., Ltd. ( 福建青梅小鎮
有限公司)***
26 September 2016
PRC/Chinese
mainland
RMB100,000,000 100% – Procurement and
preliminary
processing of
agricultural
products
Anhui Liuliumei New Retail
Co., Ltd. (Formerly
known as Anhui Liuliu
Orchard New Retail
Marketing Co., Ltd.) ( 安
徽溜溜梅新零售有限公司
(曾用名：安徽溜溜果園新
零售營銷有限公司))***
23 August 2018
PRC/Chinese
mainland
RMB10,000,000 100% – Sale of food
Anhui Liuliumei Sales Co.,
Ltd. (Formerly known as
Anhui Liuliu Orchard
Sales Co., Ltd.) ( 安徽溜溜
梅銷售有限公司 (曾用名：
安徽溜溜果園銷售有限公
司))***
2 July 2018
PRC/Chinese
mainland
RMB10,000,000 100% – Sale of food
Fujian Liuliu Orchard Food
Co., Ltd. ( 福建溜溜果園食
品有限公司)**
25 May 2009
PRC/Chinese
mainland
RMB15,000,000 100% – Processing of
agricultural
products
Fujian Liuliumei
Agricultural Technology
Co., Ltd. ( 福建溜溜梅農業
科技有限公司)***
17 December 2014
PRC/Chinese
mainland
RMB10,000,000 100% – Procurement and
preliminary
processing of
agricultural
products
Anhui Liuliu Plum Research
Institute Co., Ltd.
(安徽溜溜梅研究院有限
公司)**
28 November 2016
PRC/Chinese
mainland
RMB10,000,000 100% – Research and
development of
new products
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 4–


--- page 257 ---
Name *
Date of registration and
place of operations
Issued ordinary/
registered
share capital
Percentage of equity
attributable to the
Company Principal activities
Direct Indirect
Anhui Liuliumei Agriculture
Co., Ltd. (Formerly
known as Anhui
Liuliumei Agricultural
Technology Co., Ltd.)
(安徽溜溜梅農業有限公司
（曾用名：安徽溜溜梅農業
科技有限公司）)**
11 March 2015
PRC/Chinese
mainland
RMB10,000,000 100% – Procurement and
preliminary
processing of
agricultural
products
Qingmei Town Development
Co., Ltd. ( 青梅小鎮發展
有限公司)***
29 December 2016
PRC/Chinese
mainland
RMB20,000,000 100% – Promotion of plum
culture
Zhaoan Liuliu Orchard
Food Co., Ltd.
(詔安溜溜果園食品有限
公司)**
27 September 2010
PRC/Chinese
mainland
RMB22,000,000 100% – Processing of
agricultural
products
Anhui Liuliumei Food Co.,
Ltd. (Formerly known as
Anhui Liuliu Orchard
Ecommerce Co., Ltd.)
(安徽溜溜食品有限公
司
（曾用名：安徽溜溜果園電
子商務有限公司）)**
18 April 1999
PRC/Chinese
mainland
RMB5,000,000 100% – Manufacture of
food
Guangxi Liuliumei
Agricultural Technology
Co., Ltd. ( 廣西溜溜梅農業
科技有限公司)***
5 June 2020
PRC/Chinese
mainland
RMB10,000,000 100% – Procurement and
preliminary
processing of
agricultural
products
Guangxi Liuliu Orchard
Industrial Park Co., Ltd.
(廣西溜溜果園產業園有限
公司)***
22 April 2019
PRC/Chinese
mainland
RMB50,000,000 100% – Processing of
agricultural
products
Anhui Plum Natural Food
Co., Ltd. (Formerly
known as Anhui
Liuliumei Biotechnology
Co., Ltd.) ( 安徽西梅纖生
天然食品有限公司（曾用
名：安徽溜溜梅生物科技
有限
公司）)***
16 May 2024
PRC/Chinese
mainland
RMB10,000,000 100% – Manufacture of
food
Wuhu Plum Jelly Natural
Food Technology
Co., Ltd. ( 蕪湖梅凍天然食
品科技有限公司)**
24 February 2022
PRC/Chinese
mainland
RMB50,000,000 100% – Manufacture of
food
Zhangzhou Nida
Agricultural Technology
Co., Ltd. ( 漳州市尼嗒農業
科技有限公司)
1 April 2026
PRC/Chinese
mainland
RMB10,000,000 100% – Procurement and
preliminary
processing of
agricultural
products
Anhui Zhongnongan
Inspection and Testing
Center Co., Ltd.
(安徽中農安檢驗檢測中心
有限公司)***
26 December 2016
PRC/Chinese
mainland
RMB10,000,000 – 100% Inspection and
testing of food
APPENDIX I ACCOUNTANTS’ REPORT
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* The English names of the companies registered in the PRC represent the best efforts made by the
management of the Company in directly translat ing the Chinese names of these companies as no
English names have been registered.
** The statutory financial statements of these companies for the years ended 31 December 2023 and
2024 prepared in accordance with PRC generally accepted accounting principles (‘‘ PRC GAAP ’’)
and regulations were audited by Da Hua CPAs LLP. ( 大華會計師事務所（特殊普通合夥）), certified
public accountants registered in the PRC.
*** The statutory financial statements of these companies for the year ended 31 December 2024
prepared in accordance with PRC GAAP and regulations were audited by Da Hua CPAs LLP.,
certified public accountants registered in the PRC.
No statutory audited financial statements of these c ompanies have been prepared for the year ended 31
December 2025.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prep ared in accordance with IFRS Accounting Standards,
which comprise all standards and interpretations appr oved by the International Accounting Standards Board
(the ‘‘IASB ’’). All IFRS Accounting Standards effective for the accounting period commencing from 1 January
2025, together with the relevant transitional pro visions, have been early adopted by the Group in the
preparation of the Historical Financial Inf ormation throughout the Relevant Periods.
The Historical Financial Information has been prep ared under the historical cost convention, except for
financial assets at FVOCI and financial liabilit ies at FVTPL which have been measured at fair value.
Basis of consolidation
The Historical Financial Information include the financial statements of the Company and its
subsidiaries for the Relevant Periods. A subsidiary is an entity (including a struc tured entity), directly or
indirectly, controlled by the Company. Control is ach ieved when the Group is exposed, or has rights, to
variable returns from its involvement with the invest ee and has the ability to affect those returns through
its power over the investee (i.e., existing rights that gi ve the Group the current ability to direct the relevant
activities of the investee).
Generally, there is a presumption that a majori ty of voting rights results in control. When the
Company has less than a majority of the voting or simi lar rights of an investee, the Group considers all
relevant facts and circumstances in assessing w hether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other c ontractual arrangements; and
(c) the Group’s voting rights a nd potential voting rights.
The financial statements of the subsidiaries ar e prepared for the same reporting period as the
Company, using consistent accounting policies. The res ults 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.
APPENDIX I ACCOUNTANTS’ REPORT
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Profit or loss and each component of other comprehensive income are attributed to the owners of
the parent of the Group and to the non-controlling inter ests, even if this results in the non-controlling
interests having a deficit balance. All intra-group asse ts and liabilities, equity, i ncome, expenses and cash
flows relating to transactions be tween members of the Group are elim inated in full on consolidation.
The Group reassesses whether or not it controls an in vestee if facts and circumstances indicate that
there are changes to one or more of the three elements of control described above. A change in the
ownership interest of a subsidiary, without a loss of c ontrol, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it dereco gnises the related assets (including goodwill),
liabilities, any non-controlling interest and the excha nge fluctuation reserve; and recognises the fair value
of any investment retained and any resulting surp lus or deficit in profit or loss. The Group’s share of
components previously recognised in other compreh ensive income is reclassified to profit or loss or
retained profits, as appropriate, on the same basis a s 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 rev ised IFRS Accounting Standards, that have been
issued but are not yet effective, in the Historical Fina ncial Information. The Group intends to apply these new
and revised IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments Subsidiaries without Public A ccountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture 3
Amendments to IFRS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS
Accounting Standards — Volume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and
IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting peri ods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and revised IFRS
Accounting Standards upon initial application. IFRS 18 introduces new requirement s for presentation within
the statement of profit or loss and other comprehensive i ncome, including specified totals and subtotals. It also
requires disclosure of management- defined performance measures in a note and includes new requirements for
aggregation and disaggregation of financial informat ion. Narrow scope amendments have been made to IAS 7
Statement of Cash Flows , and some requirements previously included within IAS 1 have been moved to IAS 8,
which has been renamed IAS 8 Basis of Preparation of Financial Statements . The new requirements are expected
to impact the Group’s presentation in the statement o f profit or loss and other comprehensive income and
disclosures of the Group’s financial performance. Curre ntly, the Group considers that these new and revised
IFRS Accounting Standards would not have a significa nt impact on the Group’s financial performance and
financial position.
APPENDIX I ACCOUNTANTS’ REPORT
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2.3 MATERIAL ACCOUNTING POLICIES
Fair value measurement
The Group measures its financial assets at FVOCI a nd financial liabilities at FVTPL at fair value at
the end of each of the reporting periods. 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 presumpti on 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 fo r the asset or liability. The principal or the most
advantageous market must be accessible by the Group. Th e fair value of an asset or a liability is measured
using the assumptions that market participants woul d 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 ta kes into account a market participant’s ability
to generate economic benefits by using the asset in i ts 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 a ppropriate in the circumstances and for which
sufficient data are available to measure fair value, m aximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is me asured or disclosed in the financial statements are
categorised within the fair value hierarchy, descr ibed 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 acti ve markets for identica l assets or liabilities
Level 2 – based on valuation techniques for whic h the lowest level input that is significant to
the fair value measurement is observa ble, either directly or indirectly
Level 3 – based on valuation techniques for whic h the lowest level input that is significant to
the fair value measurement is unobservable
For assets and liabilities that are recognised in th e financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing
categorisation (based on the lowest level input that is significant to the fair value measurement as a whole)
at the end of each of the reporting periods.
Impairment of non-financial assets
Where an indication of impairment exists, or w hen 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 highe r of the asset’s or cash-generating unit’s value in use
and its fair value less costs of disposal, and is determ ined 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 ca sh-generating unit to which the asset belongs.
An impairment loss is recognised only if the carry ing amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated futu re cash flows are discounted to their present value
using a pre-tax discount rate that reflects current ma rket assessments of the time value of money and the
risks specific to the asset. An impairment loss is char ged to profit or loss in the period in which it arises in
those expense categories consistent wi th the function of the impaired asset.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 8–


--- page 261 ---
An assessment is made at the end of each of th e reporting periods as to whether there is an
indication that previously recogn ised impairment losses may no longer exist or may have decreased. If
such an indication exists, the recoverable amount is es timated. 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/amor tisation) had no impairment loss been recognised for
the asset in prior years. A reversal of such an impairme nt loss is credited to profit or loss in the period in
which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture o f 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 ent ity and the other entity is an associate of the
third entity;
(v) the entity is a post-employment benefit p lan 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 significa nt 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 whic h it is a part, provides key management
personnel services to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than cons truction in progress, are stated at cost less
accumulated depreciation and any impairment l osses. The cost of an item of property, plant and
equipment comprises its purchase price and any dir ectly attributable costs of bringing the asset to its
working condition and location for its intended use.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 1 9–


--- page 262 ---
Expenditure incurred after items of property, plant and equipment have been put into operation,
such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred.
In situations where the recognition criteria are sa tisfied, the expenditure for a major inspection is
capitalised in the carrying amount of the asset as a repla cement. Where significant parts of property, plant
and equipment are required to be replaced at interval s, the Group recognises such parts as individual
assets with specific useful lives an d depreciates them accordingly.
D e p r e c i a t i o ni sc a l c u l a t e do nt h es t r a i g h t - l i n ebasis to write off the cost of each item of property,
plant and equipment to its residual value over its estim ated useful life. The principal annual rates used for
this purpose are as follows:
Category Principal annual rate
Estimated residual
value rate
Buildings 4.75% 5.00%
Plant and machinery 9.50% to 31.67% 5.00%
Furniture and fixtures 19.00% to 47.50% 5.00%
Motor vehicles 19.00% to 47.50% 5.00%
Electronic equipment 19.00% to 31.67% 5.00%
Building improvement 20.00% to 50.00% –
Where parts of an item of property, plant and equipm ent 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 r eviewed, and adjusted if appropriate, at least at each
financial year end.
An item of property, plant and equipment includi ng any significant part initially recognised is
derecognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss on disposal or retirement recognised in profit or loss in the year the asset is derecognised
is the difference between the net sales proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less an y impairment losses, and is not depreciated. It 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 meas ured 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 finit e or indefinite. Intangible a ssets with finite lives are
subsequently amortised over the useful economic li fe and assessed for impairment whenever there is an
indication that the intangible asset may be impaire d. The amortisation period and the amortisation
method for an intangible asset with a finite useful life are reviewed at least at each financial year end.
Software
Software is stated at cost less any impairment losses and is amortised on the straight-line basis over
its estimated useful life of 5 years. The software’s u seful life is based on the period over which future
economic benefits will be obtained by the Group. The t echnological lifespan of the software which can
produce economic benefits is 5 years.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 2 0–


--- page 263 ---
Licences
Purchased licences are stated at cost less any impairment losses and are amortised on the
straight-line basis over their estimated usef ul lives of 5 years, which is the licence period.
Research and development costs
All research costs are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new p roducts is capitalised and deferred only when the
Group can demonstrate the technica l feasibility of completing the i ntangible asset so that it will be
available for use or sale, its inten tion to complete and its ability to use or sell the asset, how the asset will
generate future economic benefits, the availability of resources to complete the project and the ability to
measure reliably the expenditure du ring the development. Product development expenditure which does
not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right t o 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 me asurement approach for all leases, except for
short-term leases and leases of low-value assets. T he Group recognises lease l iabilities to make lease
payments and right-of-use assets represent ing 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 f or any remeasurement of le ase liabilities. The cost
of right-of-use assets includes the amount of lease liabili ties recognised, initial direct costs incurred, and
lease payments made at or before the commencement dat e less any lease incentives received. Right-of-use
assets are depreciated on a straight-line basis over th e shorter of the lease terms and the estimated useful
lives of the assets as follows:
Leasehold land 5t o5 0y e a r s
Office premises 2t o5y e a r s
If ownership of the leased asset transfers to th e Group by the end of the lease term or the cost
reflects the exercise of a purchase opt ion, depreciation is calculated usi ng the estimated useful life of the
asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencem ent date of the lease at the present value of lease
payments to be made over the lease term. The leas e payments include fixed payments (including
in-substance fixed payments) less any lease incenti ves receivable, variable lease payments that depend on
an index or a rate, and amounts expected to be paid unde r residual value guarantees. The lease payments
also include the exercise price of a purchase option r easonably certain to be exercised by the Group and
payments of penalties for termination of a lease, if th e 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.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 2 1–


--- page 264 ---
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 liabili ties is increased to reflect the accretion of interest
and reduced for the lease payments made. In additi on, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the le ase term, a change in lease payments (e.g., a change
to future lease payments resulting from a change in an index or rate) or a change in assessment of an
option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognit ion exemption to its short-term leases of office
premises, pickling pools and warehouses (that is t hose leases that have a lease term of 12 months or less
from the commencement date and do not contain a pur chase option). It also applies the recognition
exemption for leases of low-value assets to leases to o ffice equipment that is considered to be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognit ion, as subsequently meas ured at amortised cost,
FVOCI, and FVTPL.
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 si gnificant financing component or for which the
Group has applied the practical expedient of not adjust ing the effect of a significant financing component,
the Group initially measures a financial asset at it s fair value plus in the case of a financial asset not at
FVTPL, 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 s et out for ‘‘Revenue recognition’’ below.
In order for a financial asset to be classified and measured at amortised cost or FVOCI, 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 tha t are not SPPI are classified and measured at FVTPL,
irrespective of the business model.
The Group’s business model for managing financia l assets refers to how it manages its financial
assets in order to generate cash flows. The business m odel determines whether cash flows will result from
collecting contractual cash flows, selling the financi al assets, or both. Financial assets classified and
measured at amortised cost are held within a busines s model with the objective to hold financial assets in
order to collect contractual cash flows, while financ ial assets classified and measured at FVOCI are held
within a business model with the objective of both holdi ng to collect contractual cash flows and selling.
Financial assets which are not held within the aforeme ntioned business models are classified and measured
at FVTPL.
Purchases or sales of financial assets that requi re delivery of assets within the period generally
established by regulation or convention in the marke tplace are recognised on the trade date, that is, the
date that the Group commits to purchase or sell the asset.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 265 ---
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 subseque ntly measured using the effective interest
method and are subject to impairment. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired.
Financial assets at FVOCI (debt instruments)
For debt investments at FVOCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognised in profit or loss and computed in the same manner
as for financial assets measured at amortised cos t. The remaining fair value changes are recognised
in other comprehensive income. Upon derecogniti on, the cumulative fair value change recognised in
other comprehensive income is recycled to 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 statements 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) t he 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 a sset, 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 w hat 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 G roup continues to recognise the transferred asset to
the extent of the Group’s continuing involvement. In that case, the Group also r ecognises an associated
liability. The transferred asset and the associated lia bility are measured on a basis that reflects the rights
and obligations that the Group has retained.
Continuing involvement that takes the form of a gu arantee over the transferred asset is measured at
the lower of the original carrying amount of the ass et and the maximum amount of consideration that the
Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (‘‘ ECLs ’’) for all debt instruments not
held at FVTPL. ECLs are based on the difference bet ween 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.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 2 3–


--- page 266 ---
General approach
ECLs are recognised in two stages. For credit ex posures 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 sinc e initial recognition, a loss allowance is required for
credit losses expected over the rem aining life of the exposure, irrespective of the timing of the default (a
lifetime ECL).
At each reporting date, the Group assesses whethe r 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 instrume nt 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 wit hout undue cost or effort, including historical and
forward-looking information. The Group considers t hat there has been a significant increase in credit
risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in defaul t 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 unli kely 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 rea sonable expectation of recovering the contractual
cash flows.
Debt investments at FVOCI and 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 si mplified approach as detailed below.
Stage 1 – Financial instruments for which credit ris k has not increased significantly since initial
recognition and for which the loss all owance is measured at an amount equal to
12-month ECLs
Stage 2 – Financial instruments for which credit r isk has increased significantly since initial
recognition but that are not credit-impai red financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impa ired at the reporting date (but that are not
purchased or originated credit-impaired) an d for which the loss allowance is measured
at an amount equal to lifetime ECLs
Write-off
The Group writes off a financial asset when there i s information indicating that the counterparty is
in severe financial difficulty and there is no rea listic prospect of recovery, for example, when the
counterparty has been placed under liquidation or ha s entered into bankruptcy proceedings. Financial
assets written off may still be subject to enforcemen t activities under the Group’s recovery procedures,
taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any
subsequent recoveries are recognised in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 267 ---
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 fi nancing component, the Group
applies the simplified approach in calculating ECL s. Under the simplified approach, the Group does not
track changes in credit risk, but instead recogni ses 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 debt ors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial reco gnition, as financial liabi lities at FVTPL, loans and
borrowings, or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities i nclude financial liabilities at FV TPL, lease liabilities, trade and
bills payables, financial liabiliti es included in other payables and accruals, and interest-bearing bank
borrowings.
Subsequent measurement
The subsequent measurement of financial liabilit ies depends on their classification as follows:
Financial liabilities at FVTPL
Financial liabilities at FVTPL include financia l liabilities designated upon initial recognition
as at FVTPL.
Financial liabilities designated upon initial recognition as at FVTPL are designated at the
initial date of recognition, and only if the criteria in IFRS 9 are satisfied. Gains or losses on
liabilities designated at FVTPL are recognised in profit or loss, except for the gains or losses arising
from the Group’s own credit risk which are pres ented in other comprehensive income with no
subsequent reclassifica tion to profit or loss. The net fair value gain or loss recognised in profit or
loss does not include any interest charged on these financial liabilities.
Financial liabilities at amortised cost ( trade and other payables, and borrowings)
After initial recognition, trade and other p ayables, and interest-bearing borrowings are
subsequently measured at amortised cost, using the effective interest rate method unless the effect of
discounting would be immaterial, in which case t hey are stated at cost. Gains and losses are
recognised in profit or loss when the liabilities are derecognised as well as through the effective
interest rate amortisation process.
Amortised cost is calculated by taking into a ccount any discount or premium on acquisition
and fees or costs that are an integral part of the eff ective interest rate. The effective interest rate
amortisation is included in finance costs in profit or loss.
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Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liab ility is discharged or
cancelled, or expires.
When an existing financial liabi lity is replaced by another from the same lender on substantially
different terms, or the terms of an existing liabili ty are substantially modified, such an exchange or
modification is treated as a derecognition of the orig inal liability and a recognition of a new liability, and
the difference between the respective carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offs et and the net amount is reported in the consolidated
statements of financial position if there is a current ly enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basi s, or to realise the assets and settle the liabilities
simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the
weighted average cost basis and, in the case of wor k in progress and finished goods, comprises direct
materials, direct labour and an appr opriate proportion of overheads. Ne t realisable value is based on
estimated selling prices less any estimated co sts to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statements of fi nancial position comprise cash on hand and at
banks, and short-term highly liquid deposits with a ma turity of generally withi n three months that are
readily convertible into known amount s of cash, subject to an insignifi cant risk of changes in value and
held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise
cash on hand and at banks, and short-term deposits a s defined above, less bank overdrafts which are
repayable on demand and form an integral part of the Group’s cash management.
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 am ount recognised for a provision is the present
value at the end of each of the reporting periods of th e 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 profit or loss.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside
profit or loss is recognised outside profit or loss, ei ther in other comprehensive income or directly in
equity.
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Current tax assets and liabilities are measured a t the amount expected to be recovered from or paid
to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the reporting periods, taki ng into consideration interpretations and practices
prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability met hod, on all temporary differences at the end of each
of the reporting periods between the tax bases of ass ets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for a ll taxable temporary differences, except:
. when the deferred tax liabilit y arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business c ombination and, at the time of the transaction,
affects neither the accounting p rofit nor taxable profit or loss and does not give rise to equal
taxable and deductible temporary differences; and
. in respect of taxable temporary differences asso ciated with investments in subsidiaries, when
the timing of the reversal of the temporary diffe rences 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 deductibl e temporary differences, and the carryforward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is
probable that taxable profit will be available agains t which the deductible temporary differences, the
carryforward of unused tax credits and unus ed tax losses can be utilised, except:
. when the deferred tax asset relating to the deduc tible temporary differences arises from the
initial recognition of an asset or liability in a t ransaction that is not a business combination
and, at the time of the transaction, affects nei ther 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 a ssociated with investments in subsidiaries,
deferred tax assets are only recognised to the e xtent that it is probable that the temporary
differences will reverse in the foreseeable fut ure and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred tax assets is revi ewed at the end of each of the reporting periods
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at
the end of each of the reporting periods and are recogn ised to the extent that it has become probable that
sufficient taxable profit will be avai lable 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 set tled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the end of each of the reporting periods.
Deferred tax assets and deferred tax liabiliti es are offset if and only if the Group has a legally
enforceable right to set off current tax assets and cu rrent tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes le vied by the same taxation authority on either the same
taxable entity or different taxable ent ities which intend either to settle cu rrent tax liabilities and assets on
a net basis, or to realise the assets and settle the liab ilities simultaneously, in each future period in which
significant amounts of deferred t ax liabilities or ass ets are expected to be settled or recovered.
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Government grants
Government grants are recognised at their fair val ue where there is reasonable assurance that the
grant will be received and all attaching conditions wi ll be complied with. When the grant relates to an
expense item, it is recognised as income on a systemati c 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 val ue is credited to a deferred income account and is
released to profit or loss over the expected useful li fe of the relevant asset by equal annual instalments or
deducted from the carrying amount of the asset and released to profit or loss by way of a reduced
depreciation charge.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recogn ised when control of goods is transferred to the
customers at an amount that reflects the considerat ion to which the Group expects to be entitled in
exchange for those goods.
When the contract contains a financing component which provides the cust omer with a significant
benefit of financing the transfer of goods or services to the customer for more than one year, revenue is
measured at the present value of the amount receivable, discounted using the discount rate that would be
reflected in a separate financing transaction betwe en the Group and the customer at contract inception.
When the contract contains a financing component whic h provides the Group with a significant financial
benefit for more than one year, revenue recognised under the contract includes the interest expense
accreted on the contract liability under the effect ive interest method. For a contract where the period
between the payment by the customer and the tran sfer of the promised goods or services is one year or
less, the transaction price is not adjusted for the eff ects of a significant financing component, using the
practical expedient in IFRS 15.
When the consideration in a contract includes a var iable amount, the amount of consideration is
estimated to which the Group will be entitled in exchange for transferr ing the goods to the customer. The
variable consideration is estimated at contract incep tion 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 c onsideration is subsequently resolved.
Revenue from sale of goods
Revenue from the sale of goods is recognised at the point in time when control of the asset is
transferred to the customer, gener ally on delivery of the goods. The cost s of transporting finished goods to
customers are recognised in selling and distribution expenses when incurred.
Some contracts for the sale of goods provide custome rs with rights of return and volume rebates.
The rights of return and volume rebates give rise to variable consideration.
(a) Rights of return
For contracts which provide a customer with a rig ht to return the goods within a specified period,
the expected value method is used to estimate the goods that will not be returned because this method best
predicts the amount of variable consideration to whi ch the Group will be entitled. The requirements in
IFRS 15 on constraining estimates of variable consid eration are applied in order to determine the amount
of variable consideration that can be included in t he transaction price. For goods that are expected to be
returned, instead of revenue, a liability is recogn ised. A right-of-return asset (and the corresponding
adjustment to cost of sales) is also recognised for the right to recover products from a customer.
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(b) Volume rebates
Retrospective volume rebates may be provided t o certain customers once the quantity of products
purchased during the period exceeds a threshold sp ecified in the contract. Rebates are offset against
amounts payable by the customer. To estimate the var iable consideration for the expected future rebates,
the most likely amount method is used for contracts wit h a single-volume threshold and the expected value
method for contracts with more than one volume thre shold. The selected method that best predicts the
amount of variable consideration is primarily driv en by the number of volume thresholds contained in the
contract. The requirements on constraining estima tes of variable consideration are applied and a refund
liability for the expected future rebates is recognised.
Other income
Sale of scraps and raw materials is recognised a t the point in time when control of the asset is
transferred to the customer, generally on delivery of the scraps and raw materials. Interest income is
recognised on an accrual basis using the effectiv e interest method by applying the rate that exactly
discounts the estimated future cash receipts over the ex pected life of the financial instrument or a shorter
period, when appropriate, to the net car rying 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 th e related goods or services. Contract liabilities are
recognised as revenue when the Group performs under the contract (i.e., transfers control of the related
goods or services to the customer).
Share-based payments
The Company operates share incentive plans. Employees (including directors) of the Group receive
remuneration in the form of share-based payments, w hereby employees render services in exchange for
equity instruments (‘‘ equity-settled transactions ’’). The cost of equity-settled transactions with employees
is measured by reference to the fair value at the date at which they are granted. The fair value is estimated
using different methods for each of the incentive plan s, further details of which are given in note 28 to the
Historical Financial Information.
The cost of equity-settled transactions is recogn ised in employee benefit expense, together with a
corresponding increase in equity, over the period in wh ich the performance and/or service conditions are
fulfilled. The cumulative expense recognised for e quity-settled transacti ons at the end of each of the
Relevant Periods until the vesting date reflects the ex tent to which the vesting period has expired and the
Group’s best estimate of the number of equity instrument s that will ultimately vest. The charge or credit
to profit or loss for a period represents the movement in the cumulative expense recognised as at the
beginning and end of that period.
Service and non-market performance conditions ar e 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 e quity instruments that will ultim ately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service re quirement, are considered to be non- vesting conditions. Non-vesting
conditions are reflected in the fai r value of an award and lead to an immediate expensing of an award
unless there are also service a nd/or performance conditions.
For awards that do not ultimately vest because non-market performance a nd/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 i rrespective of whether the market o r non-vesting conditi on is satisfied,
provided that all other performance a nd/or service conditions are satisfied.
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Where the terms of an equity-settled award are m odified, as a minimum an expense is recognised as
if the terms had not been modified, if the original te rms of the award are met. In addition, an expense is
recognised for any modification that increases the total fair value of the share-based payments, or is
otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled
award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award i s recognised immediately.
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries whic h operate in Chinese mai nland are required to
participate in a central pension scheme operate d by the local municipal government. The Group is
required to contribute a certain percentage of their p ayroll costs to the central pension scheme. The
contributions are charged to profit or loss as they become payable in accordance with the rules of the
central pension scheme.
Borrowing costs
Borrowing costs directly attributable to the ac quisition, construction or production of qualifying
assets, i.e., assets that necessarily take a substantia l period of time to get ready for their intended use or
sale, are capitalised as part of the cost of those asset s. The capitalisation of such borrowing costs ceases
when the assets are substantially ready for their intended use or sale. All other borrowing costs are
expensed in the period in which they are incurred. Borr owing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the repor ting period, but prior to the date of authorisation
for issue, about conditions that existed at the end o f the reporting period, it will assess whether the
information affects the amounts that it recognises in it s financial statements. The Group will adjust the
amounts recognised in its financia l statements to reflect any adjusti ng events after the reporting period
and update the disclosures that relate to thos e conditions in light of the new information. For
non-adjusting events after the reporting period, the Group will not change the amounts recognised in its
financial statements, but will dis close the nature of the non-adjusting events and an estimate of their
financial effects, or a statement that such an estimate cannot be made, if applicable.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general
meeting. Interim dividends are simultaneously proposed and declared, because the Company’s
memorandum and articles of association grant the dir ectors the authority to decl are interim dividends.
Consequently, interim dividends are recognised i mmediately as a liability when they are proposed and
declared.
Foreign currencies
The Historical Financial Information is present ed in RMB, which is also the Company’s functional
currency. Each entity in the Group determines its own functional currency and items included in the
financial statements of each ent ity are measured using that functional currency. Foreign currency
transactions recorded by the entities in the Group are i nitially recorded using their respective functional
currency rates prevailing at the dates of the transac tions. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional c urrency rates of exchange ruling at the end of each of
the Relevant Periods. Differences arising on settlem ent or translation of monetary items are recognised in
profit or loss.
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Non-monetary items that are measured in term s 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 translat ion 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 r ecognised in other comprehensive income or profit
or loss is also recognised in other comprehen sive income or profit or loss, respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an adv ance consideration, the
date of initial transaction is the date on which the G roup initially recognises the non-monetary asset or
non-monetary liability arisi ng from the advance consideration. If th ere are multiple payments or receipts
in advance, the Group determines the transaction date for each payment or receipt of the advance
consideration.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Finan cial Information requires management to make
judgements, estimates and assumptions that affect th e reported amounts of revenues, expenses, assets and
liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates c ould result in outcomes that could re quire a material adjustment to the
carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those invol ving estimations, which have the mos t significant effect on the amounts
recognised in the Historical Financial Information:
Government grants
Government grants are recognised at their fair val ue where there is reasonable assurance that the
grant will be received and all attaching conditions wi ll be complied with. The Group applies judgement in
evaluating whether or not all attaching conditions will be complied with, taking into account of all
relevant factors, and the information available.
Estimation uncertainty
The key assumptions concerning the future and ot her key sources of estimation uncertainty at the
end of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are described below.
Variable consideration for volume rebates
The Group estimates variable consideration to be i ncluded in the transaction price for the sale of
goods with volume rebates.
The Group’s expected volume rebates are analysed on a per customer basis for contracts that are
subject to the volume threshold. Determining wheth e rac u s t o m e ri sl i k e l yt ob ee n t i t l e dt oar e b a t e
depends on the customer’s historical rebate ent itlement and accumulated purchases to date.
The Group updates its assessment of expected volu me rebates accordingly. Estimates of expected
volume rebates are sensitive to changes in circumst ances and the Group’s past experience regarding rebate
entitlements may not be representative of actual rebate entitlements in the future.
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Provision for expected credit losses on trade receivabl es and financial assets included in prepayments, other
receivables and other assets
The Group uses external credit ratings and histor ical credit loss experience of the industry to
calculate ECLs for trade receivables under simplif ied approach and for financial assets included in
prepayments, other receivables and ot her assets under general approach.
The observed default rates of the industry are ad justed with forward-looking information. For
instance, if forecast economic conditi ons (i.e., total retail sales of social consumer goods) are expected to
deteriorate over the next year which can lead to an increased number of defaults in the industry, the
historical default rates are adjusted. At the end of ea ch of the reporting periods, the historical observed
default rates are updated and changes in the forward-looking esti mates are analysed.
The assessment of the correlation among histor ical 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. T he Group’s historical credit loss experience and
forecast of economic conditions may also not be repres entative of a customer’s actual default in the
future. The information about the ECLs on the Group’s trade receivables and financial assets included in
prepayments, other receivables and other assets is dis closed in notes 18 and 19 to the Historical Financial
Information, respectively.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indica tors of impairment for all non-financial assets
(including the right-of-use assets) at the end of ea ch of the Relevant Periods. Non-financial assets are
tested for impairment when there are indicators th at the carrying amounts may not be recoverable. An
impairment exists when the carrying value of an asse t or a cash-generating unit exceeds its recoverable
amount, which is the higher of its fair value less cos ts of disposal and its value in use. The calculation of
the fair value less costs of disposal is based on availa ble data from binding sale s transactions in an arm’s
length transaction of similar asse ts or observable market prices less incremental costs for disposing of the
asset. When value in use calculations are undertake n, management must estimate the expected future cash
flows from the asset or cash-genera ting unit and choose a suitable discount rate in order to calculate the
present value of those cash flows. Further detail s are set forth in note 14, note 15, note 16 and note 19 to
the Historical Financial Information.
Provision for inventories
The Group’s inventories are stated at the lowe r of cost and net realisable value. The Group’s
provision for its inventories is based on estimates of the realisable value with reference to the ageing and
condition of the inventories, together with the ec onomic circumstances on the marketability of such
inventories. Inventories are reviewed on regular bas is for provision, if appropriate. Further details of the
inventories are set out in note 17 to the Historical Financial Information.
Deferred tax assets
Deferred tax assets are recognised for unused tax l osses to the extent that it is probable that taxable
profit will be available against which the losses can b e utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and level of future taxable profits together wit h future tax planning strategies. Further details are
contained in note 25 to the Historical Financial Information.
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4. OPERATING SEGMENT INFORMATION
Information reported to the Group’s chief opera ting decision maker, for the purpose of resource
allocation and performance assessment, focuses on th e operating results of the Group as a whole as the Group’s
resources are integrated and no discrete operating segmen t information is available. Accordingly, no operating
segment information is presented.
During the Relevant Periods, the Group was princ ipally engaged in the manufacturing and sale of
consumer goods in Chinese mainland.
Geographical information
No geographical information is presented as t he Group’s revenue from external customers was
mainly derived from its operations in Chinese mainland and no non-current assets of the Group were
located outside Chinese mainland during the Relevant Periods.
Information about major customers
Revenue from each major customer accounting for 10% or more of the Group’s revenue during the
Relevant Periods is set out below:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A NA* 228,568 233,775
Customer B NA* 193,365 280,258
* The corresponding revenue of the customers is not disclosed as the revenue individually did
not account for 10% or more of the Group’s revenue during the Relevant Periods.
5. REVENUE
Revenue represents income from the sale of consumer goods during the Relevant Periods.
An analysis of revenue is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers
Sale of goods 1,322,042 1,616,018 1,710,731
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Revenue from contracts with customers
(a) Disaggregated r evenue information
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Type of goods
Sale of goods 1,322,042 1,616,018 1,710,731
Geographical markets
Chinese mainland 1,321,685 1,613,518 1,709,848
Overseas 357 2,500 883
Total 1,322,042 1,616,018 1,710,731
Timing of revenue recognition
Goods transferred at a point in ti me 1,322,042 1,616,018 1,710,731
The following table shows the amounts of revenue r ecognised in each of the Relevant Periods that
were included in the contract liabilities at the beginning of each of these periods:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in
contract liabilities at beginning of the
reporting period:
Sale of goods 108,844 122,252 73,226
Performance obligations
Information about the Group’s performan ce obligations is summarised below:
Sale of goods
The performance obligation is satisfied when the customer takes possession of and accepts the
products and payment is generally made in ad vance or within 30 to 60 days of customer’s
acceptance.
All the amounts of transaction prices allocated t o the remaining performance obligations are
expected to be recognised as revenue within one year or less.
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6. OTHER INCOME AND GAINS, NET
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income, net
Government grants and subsidies
Related to income (i) 18,780 33,326 22,611
Related to assets (ii) 729 487 1,049
Sale of scraps and raw materials
Proceeds income related to scraps and
raw materials 15,362 14,070 12,255
Cost related to scraps and raw
materials (9,005) (10,137) (6,564)
Bank interest income 665 547 479
Others 312 514 4,470
Total other income, net 26,843 38,807 34,300
Gains
Gain on disposal of items of property,
plant and equipment 14 12 26
Compensation 1,105 753 640
Total gains 1,119 765 666
Total other income and gains, net 27,962 39,572 34,966
(i) The government grants and subsidies related to income were rewarded for the Group’s contribution
to the local economic growth. These grants related to income are recognised in profit or loss where
there is reasonable assurance that the grant s will be received or upon receipt. There are no
unfulfilled conditions or continge ncies relating to these grants.
(ii) The Group has received certain government grants related to the investments in production plants.
The grants related to assets were recognised as deferred income upon receipt. There are no
unfulfilled conditions or continge ncies relating to these grants.
7. PROFIT BEFORE TAX
The Group’s profit before tax is arrive d at after charging/(crediting):
Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Cost of inventories sold* 792,331 1,033,553 1,102,031
Depreciation of property, plant and
equipment 14 51,255 55,852 63,530
Depreciation of right-of-use assets 15(a) 3,939 4,403 4,557
Lease payments not included in the
measurement of lease liabil ities 15(c) 2,910 3,749 4,374
Amortisation of other intangible
assets** 16 629 503 681
Transportation expenses 53,744 64,607 60,536
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Year ended 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Research and development costs*** 33,612 18,948 27,885
Listing expenses – 5,794 12,678
Employee benefit expense (excluding
directors’, chief executive’s and
supervisors’ remuneration as set out
in note 9):
Wages and salaries 210,564 243,817 243,451
Equity-settled share-based payment
expenses 250 386 3,765
Pension scheme contributions**** 16,707 18,565 17,440
Other employee benefits 9,298 8,178 7,166
Total 236,819 270,946 271,822
Foreign exchange differences, net 146 309 1,564
Fair value loss/(gain) on financial
liabilities at FVTPL 6,026 1,625 (5,300)
Write-down of inventories to net
realisable value 1,165 638 1,360
Impairment losses on trade receivables,
net 18 705 1,823 1,883
Impairment of other receivables, net 19 14 320 598
Gain on disposal of items of property,
plant and equipment 6 (14) (12) (26)
* Cost of inventories sold includes expenses relatin g to depreciation of prope rty, plant and equipment,
depreciation of right-of-use assets and staff cos ts, which are also included in the respective total
amounts disclosed separately above for each of these types of expenses. Amounts of
RMB103,126,000, RMB141,018,000, and RMB151, 312,000 of employee benefit expenses were
included in ‘‘cost of inventories sold’’ for the years ended 31 December 2023, 2024 and 2025,
respectively.
** The amortisation of other intangible assets is included in ‘‘Administrative expenses’’ in the
consolidated statement of profit or loss and other comprehensive income.
*** Research and development costs include expens es relating to depreciation of property, plant and
equipment and staff costs, which are also inc luded in the respective total amounts disclosed
separately above for each of these types of expenses. Amounts of RMB8,281,000, RMB7,475,000
and RMB8,514,000 of employee benefit expenses were i ncluded in ‘‘research and development costs’’
for the years ended 31 December 2023, 2024 and 2025, respectively.
**** There are no forfeited contributions that ma y be used by the Group as the employer to reduce the
existing level of contributions.
APPENDIX I ACCOUNTANTS’ REPORT
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8. FINANCE COSTS
An analysis of finance costs is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on bank loans 7,817 7,652 13,080
Interest on lease liabilities 149 121 141
Total 7,966 7,773 13,221
9. DIRECTORS’, CHIEF EXECUTIVE’ S AND SUPERVISORS’ REMUNERATION
Directors’, chief executive’s and supervisors’ re muneration for the Relevant Periods is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees – – 530
Other emoluments:
Salaries, allowances and ben efits in kind 2,251 3,004 4,161
Performance related bonuses* 506 526 519
Pension scheme contributions 102 199 259
Equity-settled share-based payment expenses 87 185 2,826
Subtotal 2,946 3,914 7,765
Total 2,946 3,914 8,295
* Certain executive directors or supervisors of t he Company are entitled to bonus payments which are
related to the operating profit of the Group.
(a) Independent non-executive directors
The fees paid to independent non-executive direct ors during the Relevant Periods were as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
M r .L uJ i a n( I ) – – 8 0
Mr. Liu Feng (I) – – 300
M r .X i o n gH u i( I ) – – 1 5 0
Total – – 530
(I) The Company appointed Mr. Liu Feng, Mr. Xiong Hui, Mr. Lu Jian as independent
non-executive directors effective from 15 January 2025.
There were no other emoluments payable to the independent non-executive directors during the
Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Executive directors, a non-executive director, the chief executive and supervisors
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Equity-settled
share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended
31 December 2023
Chief executive:
Mr. Yang Fan – 758 284 – 39 1,081
Executive directors:
Ms. Li Huimin – 127 – – 8 135
Mr. Ning Pengfei (II) – 104 – 29 13 146
Ms. Hu Yan – 335 67 8 12 422
Mr. Ruan Quanbin – 440 101 21 12 574
Subtotal – 1,006 168 58 45 1,277
Supervisors:
Ms. Zheng Qimei – 168 – 12 8 188
Ms. Zhang Wenxia – 319 54 17 10 400
M r . X u L i a n z h e n g ––––––
Subtotal – 487 54 29 18 588
Total – 2,251 506 87 102 2,946
(II) The Company appointed Ning Pengfei as execu tive director effectiv e from 15 September 2023.
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Equity-settled
share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended
31 December 2024
Chief executive:
Mr. Yang Fan – 866 125 – 39 1,030
Executive directors:
Ms. Li Huimin – 134 6 – 12 152
Mr. Ning Pengfei – 546 66 127 39 778
Ms. Hu Yan – 371 59 8 27 465
Mr. Ruan Quanbin – 499 170 21 39 729
Subtotal – 1,550 301 156 117 2,124
APPENDIX I ACCOUNTANTS’ REPORT
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Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Equity-settled
share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors:
Ms. Zheng Qimei – 197 6 12 18 233
Ms. Zhang Wenxia – 391 94 17 25 527
M r . X u L i a n z h e n g ––––––
Subtotal – 588 100 29 43 760
Total – 3,004 526 185 199 3,914
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Equity-settled
share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Year ended 31 December 2025
Chief executive:
Mr. Yang Fan – 997 73 – 41 1,111
Executive directors:
M s . L i H u i m i n ( I V ) –52–18
Mr. Ning Pengfei – 554 87 308 41 990
Ms. Hu Yan – 440 28 41 37 546
Mr. Gou Bin (III) – 1,018 93 1,839 38 2,988
Mr. Mei Huixiang (III) – 833 152 565 64 1,614
Mr. Ruan Quanbin (IV) – 18 40 1 3 62
Subtotal – 2,868 402 2,754 184 6,208
Non-executive director:
M r . X u L i a n z h e n g ( I I I ) ––––––
Supervisors:
Ms. Zheng Qimei (VI) – 7 5 6 1 19
M r . X u L i a n z h e n g ( V I ) ––––––
M r . H u X i a n g ( V ) ––––––
M r . L i B i n g ( V ) ––––––
Ms. Zhang Wenxia – 289 39 66 33 427
Subtotal – 296 44 72 34 446
Total – 4,161 519 2,826 259 7,765
APPENDIX I ACCOUNTANTS’ REPORT
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(III) The Company appointed Mr. Gou Bin, Mr. Mei Hu ixiang as executive directors effective from
15 January 2025 and appointed Mr. Xu Lianzheng as a non-executive director effective from
15 January 2025.
(IV) Ms. Li Huimin and Mr. Ruan Quanbin resig ned as executive directors of the Company
effective from 15 January 2025.
(V) The Company appointed Mr. Hu Xiang, and Mr. Li Bing as supervisors effective from 15
January 2025.
(VI) Ms. Zheng Qimei and Mr. Xu Lianzheng resigned as supervisors of the Company effective
from 14 January 2025.
There was no arrangement under which a director , the chief executive or a supervisor waived or
agreed to waive any remuneration during the Relevant Periods.
10. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees for the years ended 31 December 2023, 2024 and 2025 included one
director, one director and three directors, respect ively, details of whose remuneration are set out in note 9
above. Details of the remuneration for the years ended 31 December 2023, 2024 and 2025 of the remaining four,
four and two highest paid employees who are neither a director nor chief executive of the Company are as
follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and ben efits in kind 3,227 3,681 1,780
Performance related bonuses 424 538 325
Equity-settled share-based payment expenses 22 71 2,168
Pension scheme contributions 109 164 109
Total 3,782 4,454 4,382
The numbers of non-director and non-chief executi ve highest paid employees whose remuneration fell
within the following bands are as follows:
Year ended 31 December
2023 2024 2025
Nil to HK$500,000 – – –
HK$500,001 to HK$1,000,000 2 – –
HK$1,000,001 to HK$1,500,000 2 4 –
HK$1,500,001 to HK$2,000,000 – – 1
HK$2,000,001 to HK$2,500,000 – – –
HK$2,500,001 to HK$3,000,000 – – –
HK$3,000,001 to HK$3,500,000 – – 1
Total 4 4 2
APPENDIX I ACCOUNTANTS’ REPORT
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11. INCOME TAX
The income tax expense of the Group for the Relevant Periods is analysed as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current — Chinese mainland:
Charge for the years 10,400 8,200 29,819
Deferred (note 25) 972 24,488 7,268
Total 11,372 32,688 37,087
A reconciliation of the tax expense applicable to profit before tax at the statutory rate for the jurisdiction
in which the Company and the majority of its subsidiaries are domiciled and/or operate to the income tax
expense at the effective income tax rate fo r each of the Relevant Periods is as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before tax 110,603 180,407 219,175
Tax at the statutory tax rate of 25% (I) 27,651 45,102 54,794
Effect of different tax rate (II) (1,501) (1,659) (1,951)
Expenses not deductible for tax 1,904 754 356
Income not subject to tax – – (1,325)
Effect of tax concessions (III) (9,318) (7,663) (8,281)
Tax losses utilised from previous periods – (520) (38)
Tax losses not recognised 322 815 –
Tax incentive for research and development
expenses (IV) (7,686) (4,141) (6,468)
Tax charge at the Group’s effective tax rate 11,372 32,688 37,087
(I) The Company and the subsidiaries of the Group established in the PRC were subject to the PRC
Corporate Income Tax at 25% for each of the Relevant Periods.
(II) Certain of the Group’s subsidiari es are qualified as small and micro e nterprises and were entitled to
preferential corporate incom e tax rates of 5% during the years ended 31 December 2023, 2024 and
2025, respectively.
A subsidiary of the Group in Chinese mainland was approved as a High and New Technology
Enterprise in 2022 and renewed in 2025, and it was entitled to a preferential corporate income tax
rate of 15% for the years ended 31 December 2023, 2024 and 2025. This qualification is subject to
review by the relevant tax authority in the PRC every three years.
(III) Certain subsidiaries were granted tax exempt ions in accordance with the policy of ‘‘The notice of
preferential tax policy for preliminar y processing of agriculture products’’.
(IV) According to relevant laws and regulations, e nterprises engaging in research and development
activities are entitled to claim a 200% deduction as tax-deductible expenses when determining their
taxable profits for the year (the ‘‘ Super Deduction ’’). Management has made their best estimate for
the Super Deduction to be claimed in ascertainin g their assessable profits during the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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12. DIVIDENDS
No dividend has been paid or declared by the C ompany in respect of the Relevant Periods.
13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
COMPANY
The calculation of basic earnings per share amounts during the years ended 31 December 2023, 2024 and
2025 is based on the profit attributable to ordinary equity holders of the Company for the years ended 31
December 2023, 2024 and 2025 and the weighted average number of ordinary shares of 75,665,000 outstanding
during the years ended 31 December 2023, 2024 and the weighted average number of ordinary shares of
67,669,000 outstanding during the year ended 31 December 2025.
The Group had no potentially dilutive ordinary shares in issue throughout the Relevant Periods.
14. PROPERTY, PLANT AND EQUIPMENT
Group Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress 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 501,807 11,958 188,582 35,992 6,783 8,255 10,002 763,379
Accumulated depreciation (130,207) (5,996) (76,508) (18,721) (5,941) (6,075) – (243,448)
Net carrying amount 371,600 5,962 112,074 17,271 842 2,180 10,002 519,931
At 1 January 2023, net of
accumulated depreciation 371,600 5,962 112,074 17,271 842 2,180 10,002 519,931
Additions – 421 7,156 1,379 330 834 84,700 94,820
Disposals – – – – (3) (1) – (4)
D e p r e c i a t i o np r o v i d e dd u r i n g
the year (24,315) (2,217) (18,258) (5,340) (268) (857) – (51,255)
T r a n s f e r s 2 1 , 5 0 1– 4 3 , 8 3 9––– ( 6 5 , 3 4 0 ) –
At 31 December 2023, net of
accumulated depreciation 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492
At 31 December 2023 :
Cost 523,308 12,379 239,569 37,371 7,054 9,085 29,362 858,128
Accumulated depreciation (154,522) (8,213) (94,758) (24,061) (6,153) (6,929) – (294,636)
Net carrying amount 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492
APPENDIX I ACCOUNTANTS’ REPORT
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Group Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress 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 523,308 12,379 239,569 37,371 7,054 9,085 29,362 858,128
Accumulated depreciation (154,522) (8,213) (94,758) (24,061) (6,153) (6,929) – (294,636)
Net carrying amount 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492
At 1 January 2024, net of
accumulated depreciation 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492
Additions – 41 11,239 998 1,270 891 70,321 84,760
Disposals – – (150) – (12) – – (162)
D e p r e c i a t i o np r o v i d e dd u r i n g
the year (25,397) (1,931) (22,601) (4,891) (251) (781) – (55,852)
T r a n s f e r s 8 , 9 2 5 5 8 2 3 7 , 3 8 0––– ( 4 6 , 8 8 7 ) –
At 31 December 2024, net of
accumulated depreciation 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238
At 31 December 2024 :
Cost 532,233 13,002 287,424 38,369 8,077 9,976 52,796 941,877
Accumulated depreciation (179,919) (10,144) (116,745) (28,952) (6,169) (7,710) – (349,639)
Net carrying amount 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238
Group Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025 :
Cost 532,233 13,002 287,424 38,369 8,077 9,976 52,796 941,877
Accumulated depreciation (179,919) (10,144) (116,745) (28,952) (6,169) (7,710) – (349,639)
Net carrying amount 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238
At 1 January 2025, net of
accumulated depreciation 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238
Additions 365 2,651 25,135 432 2,305 939 128,005 159,832
Disposals – – (32) (2) (14) (1) – (49)
D e p r e c i a t i o np r o v i d e dd u r i n gt h e
year (26,133) (4,463) (26,773) (4,914) (578) (669) – (63,530)
T r a n s f e r s 2 3 , 3 8 1 5 8 7 3 6 , 5 9 0––– ( 6 0 , 5 5 8 ) –
At 31 December 2025, net of
accumulated depreciation 349,927 1,633 205,599 4,933 3,621 2,535 120,243 688,491
At 31 December 2025 :
Cost 555,979 10,612 348,597 38,799 10,099 10,865 120,243 1,095,194
Accumulated depreciation (206,052) (8,979) (142,998) (33,866) (6,478) (8,330) – (406,703)
Net carrying amount 349,927 1,633 205,599 4,933 3,621 2,535 120,243 688,491
APPENDIX I ACCOUNTANTS’ REPORT
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Certain buildings had not completed property regis tration. The carrying amounts of these buildings as at
31 December 2023, 2024 and 2025 were RMB24,186,000, RMB22,827,000 and RMB17,759,000, respectively.
Company Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress 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 255,064 1,181 110,341 11,013 3,286 4,859 4,648 390,392
Accumulated depreciation (67,861) (270) (37,467) (9,443) (3,031) (3,478) – (121,550)
Net carrying amount 187,203 911 72,874 1,570 255 1,381 4,648 268,842
At 1 January 2023, net of
accumulated depreciation 187,203 911 72,874 1,570 255 1,381 4,648 268,842
Additions – 65 2,204 230 108 81 30,802 33,490
Disposals – – – – – (1) – (1)
D e p r e c i a t i o np r o v i d e dd u r i n g
the year (12,200) (148) (10,225) (479) (111) (458) – (23,621)
T r a n s f e r s 1 0 , 1 3 5– 7 , 1 7 5––– ( 1 7 , 3 1 0 ) –
At 31 December 2023, net of
accumulated depreciation 185,138 828 72,028 1,321 252 1,003 18,140 278,710
At 31 December 2023 :
Cost 265,199 1,246 119,720 11,243 3,389 4,937 18,140 423,874
Accumulated depreciation (80,061) (418) (47,692) (9,922) (3,137) (3,934) – (145,164)
Net carrying amount 185,138 828 72,028 1,321 252 1,003 18,140 278,710
Company Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress 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 265,199 1,246 119,720 11,243 3,389 4,937 18,140 423,874
Accumulated depreciation (80,061) (418) (47,692) (9,922) (3,137) (3,934) – (145,164)
Net carrying amount 185,138 828 72,028 1,321 252 1,003 18,140 278,710
At 1 January 2024, net of
accumulated depreciation 185,138 828 72,028 1,321 252 1,003 18,140 278,710
Additions – – 1,418 14 296 335 20,266 22,329
Disposals – – – – (12) – – (12)
D e p r e c i a t i o np r o v i d e dd u r i n g
the year (12,759) (153) (10,965) (232) (56) (415) – (24,580)
T r a n s f e r s 4 , 1 4 6– 1 3 , 5 8 2––– ( 1 7 , 7 2 8 ) –
At 31 December 2024, net of
accumulated depreciation 176,525 675 76,063 1,103 480 923 20,678 276,447
At 31 December 2024 :
Cost 269,345 1,246 134,720 11,257 3,438 5,272 20,678 445,956
Accumulated depreciation (92,820) (571) (58,657) (10,154) (2,958) (4,349) – (169,509)
Net carrying amount 176,525 675 76,063 1,103 480 923 20,678 276,447
APPENDIX I ACCOUNTANTS’ REPORT
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Company Buildings
Building
improvement
Plant and
machinery
Furniture
and fixtures
Motor
vehicles
Electronic
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025 :
Cost 269,345 1,246 134,720 11,257 3,438 5,272 20,678 445,956
Accumulated depreciation (92,820) (571) (58,657) (10,154) (2,958) (4,349) – (169,509)
Net carrying amount 176,525 675 76,063 1,103 480 923 20,678 276,447
At 1 January 2025, net of
accumulated depreciation 176,525 675 76,063 1,103 480 923 20,678 276,447
Additions 1,019 461 6,195 140 1,225 233 25,853 35,126
Disposals – – (5) – (14) – – (19)
D e p r e c i a t i o np r o v i d e dd u r i n gt h e
year (12,837) (614) (12,119) (218) (127) (256) – (26,171)
T r a n s f e r s 5 , 2 4 1– 7 , 7 4 3––– ( 1 2 , 9 8 4 ) –
At 31 December 2025, net of
accumulated depreciation 169,948 522 77,877 1,025 1,564 900 33,547 285,383
At 31 December 2025 :
Cost 275,605 1,246 148,563 11,397 4,380 5,505 33,547 480,243
Accumulated depreciation (105,657) (724) (70,686) (10,372) (2,816) (4,605) – (194,860)
Net carrying amount 169,948 522 77,877 1,025 1,564 900 33,547 285,383
15. LEASES
The Group as a lessee
The Group has lease contracts for various items of o ffice premises, equipment and others used in its
operations. Lump sum payments were made upfront to acquire the leased land from the owners with lease
periods of 5 to 50 years, and no ongoing payments will be made under the terms of these land leases.
Leases of office premises generally have lease terms of 2 to 5 years. Other lease agreements generally have
lease terms of 12 months or less an d are individually of low value.
(a) Right-of-use assets
The carrying amounts of the Group’s right-of-us e assets and the movements during the Relevant
Periods are as follows:
Leasehold land
Office
premises Total
RMB’000 RMB’000 RMB’000
As at 1 January 2023 88,750 2,127 90,877
Additions 150 3,856 4,006
Decrease as a result of lease modifications – (47) (47)
Depreciation charge (2,128) (1,811) (3,939)
As at 31 December 2023 and 1 January 2024 86,772 4,125 90,897
Depreciation charge (2,311) (2,092) (4,403)
As at 31 December 2024 and 1 January 2025 84,461 2,033 86,494
Additions – 3,731 3,731
Depreciation charge (2,310) (2,247) (4,557)
As at 31 December 2025 82,151 3,517 85,668
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the Relevant Periods are as
follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the year 1,829 3,895 1,930
New leases 3,856 – 3,731
Accretion of interest recognised during the
year 149 121 141
Payments (1,892) (2,086) (2,836)
Lease modifications (47) – –
Carrying amount at the end of the year 3,895 1,930 2,966
Analysed into:
Current portion 1,965 784 2,360
Non-current portion 1,930 1,146 606
The maturity analysis of lease liabilities is d isclosed in note 36 to the Historical Financial
Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities 149 121 141
Depreciation charge of right-of-use assets 3,939 4,403 4,557
Expenses relating to short-term leases and
leases of low-value assets (included in cost
of sales, selling and distribution expenses or
administrative expenses) 2,910 3,749 4,374
Total amount recognised in profit or loss 6,998 8,273 9,072
(d) The total cash outflow for leases is disclosed in not e 29(c) to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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16. OTHER INTANGIBLE ASSETS
Group Software Licences Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023 :
Cost 4,653 1,159 5,812
Accumulated amortisation (2,245) (352) (2,597)
Net carrying amount 2,408 807 3,215
At 1 January 2023, net of accumulated amortisation 2,408 807 3,215
Additions 266 4 270
Amortisation provided during the year (526) (103) (629)
At 31 December 2023 2,148 708 2,856
At 31 December 2023 :
Cost 4,919 1,163 6,082
Accumulated amortisation (2,771) (455) (3,226)
Net carrying amount 2,148 708 2,856
Group Software Licences Total
RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024 :
Cost 4,919 1,163 6,082
Accumulated amortisation (2,771) (455) (3,226)
Net carrying amount 2,148 708 2,856
At 1 January 2024, net of accumulated amortisation 2,148 708 2,856
Additions – 32 32
Amortisation provided during the year (439) (64) (503)
At 31 December 2024 1,709 676 2,385
At 31 December 2024 :
Cost 4,919 1,195 6,114
Accumulated amortisation (3,210) (519) (3,729)
Net carrying amount 1,709 676 2,385
APPENDIX I ACCOUNTANTS’ REPORT
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Group Software Licences Total
RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025 :
Cost 4,919 1,195 6,114
Accumulated amortisation (3,210) (519) (3,729)
Net carrying amount 1,709 676 2,385
At 1 January 2025, net of accumulated amortisation 1,709 676 2,385
Additions 132 – 132
Amortisation provided during the year (673) (8) (681)
At 31 December 2025 1,168 668 1,836
At 31 December 2025 :
Cost 5,051 1,195 6,246
Accumulated amortisation (3,883) (527) (4,410)
Net carrying amount 1,168 668 1,836
17. INVENTORIES
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials 52,305 77,472 66,664
Work in progress 306,122 338,019 546,342
Finished goods and goods in tr ansit 67,507 108,210 60,362
Total 425,934 523,701 673,368
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials 24,533 27,241 16,247
Work in progress 74,339 84,210 183,851
Finished goods and goods in tr ansit 23,426 39,998 16,618
Total 122,298 151,449 216,716
APPENDIX I ACCOUNTANTS’ REPORT
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18. TRADE AND BILLS RECEIVABLES
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables 84,013 168,283 228,395
Impairment (5,499) (7,322) (9,205)
Trade receivables, net 78,514 160,961 219,190
Bills receivable 2,012 1,967 1,806
Trade and bills receivables 80,526 162,928 220,996
The Group’s trading terms with some customers are on credit. The credit term is generally one month,
extending up to 30 to 60 days for major customers. Each customer has a maximum credit limit. The Group seeks
to maintain strict control over its outstanding receivab les. Overdue balances are reviewed regularly by senior
management. In view of the aforementioned and the fac t that the Group’s trade receivables relate to a large
number of diversified customers, there is no significa nt 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.
All bills receivable of the Group are bank acceptance b ills aged within 6 months. The Group considers
that there is no material credit risk in the bank acceptance bills held by the Group.
An ageing analysis of the trade receivables of the G roup as at the end of each of the Relevant Periods,
based on the invoice date and net of allowance, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months 44,481 127,960 172,586
3 to 6 months 5,875 4,359 32,322
6 to 12 months 7,832 7,807 9,478
Over one year 20,326 20,835 4,804
Total 78,514 160,961 219,190
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 4,847 5,499 7,322
Impairment losses, net (note 7) 705 1,823 1,883
Amount written off as uncollectible (53) – –
At end of year 5,499 7,322 9,205
APPENDIX I ACCOUNTANTS’ REPORT
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An impairment test is performed at the end of each of t he reporting periods by referencing to an external
credit rating from Standard & Poor’s or Moody’s or assigning an internal credit rating with reference to the
historical record of the Group and comparing it with companies with published ratings to determine the
probability of default. Loss given default is estimated b ased on market information and is adjusted to reflect the
effect of credit enhancement and other information of the specific debtors. The loss rate is then adjusted to
reflect the current conditions and forecasts of future economic conditions, as appropriate. Generally, trade
receivables are written off when there is information indicating that the counterparty is in severe financial
difficulty and there is no realistic prospect of recovery.
Set out below is the information about the credit risk exposure on the Group’s trade receivables:
Class of credit rating
Expected
credit loss rate
Gross
carrying
amount
Expected
credit losses
Notes % RMB’000 RMB’000
31 December 2023
Class 1 (I) 0.38 25,750 98
Class 2 (II) 3.19 54,605 1,743
Class 3 (III) 100.00 3,658 3,658
Total 84,013 5,499
Class of credit rating
Expected
credit loss rate
Gross
carrying
amount
Expected
credit losses
Notes % RMB’000 RMB’000
31 December 2024
Class 1 (I) 0.08 42,761 33
Class 2 (II) 2.98 121,867 3,634
Class 3 (III) 100.00 3,655 3,655
Total 168,283 7,322
Class of credit rating
Expected
credit loss rate
Gross
carrying
amount
Expected
credit losses
Notes % RMB’000 RMB’000
31 December 2025
Class 1 (I) 0.06 60,228 37
Class 2 (II) 2.97 163,868 4,869
Class 3 (III) 100.00 4,299 4,299
Total 228,395 9,205
(I) Class 1 customers receive external credit ratings equal to or above B from Standard & Poor’s or Aa2
from Moody’s.
(II) Class 2 customers receive no external credit ra tings. The management assigns an internal credit
rating with reference to the historical record of the Group and compares it with companies with
published ratings to determine in the probability of default.
(III) Class 3 customers have no recent transactions with the Group. Receivables were past due and the
Group has substantial evidence indicating that the receivables are irrecoverable.
APPENDIX I ACCOUNTANTS’ REPORT
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Transfers of financial assets
Transferred financial assets that are not derecognised in their entirety
At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks
in Chinese mainland (the ‘‘ Endorsed Bills ’’) with carrying amounts of RMB2,012,000, RMB1,967,000 and
RMB1,806,000, respectively, to certa in of its suppliers in order to settle the trade payables due to such
suppliers (the ‘‘ Endorsement ’’). In the opinion of the Company’s directors, the Group has retained the
substantial risks and rewards, which include default risks relating to su ch Endorsed Bills, and accordingly,
it continued to recognise the full carrying amounts of t he Endorsed Bills and the associated trade payables
settled. Subsequent to the Endorsement, the Group did not retain any rights on the use of the Endorsed
Bills, including the sale, transfer or pledge of the Endorsed Bills to any other third parties.
Transferred financial assets that are derecognised in their entirety
At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks
in Chinese mainland (the ‘‘ Derecognised Bills ’’) to certain of its suppliers in order to settle the trade
payables due to such suppliers with carrying am ounts in aggregate of RMB29,977,000, RMB28,628,000
and RMB49,078,000, respectively. The Derecognised Bills had a maturity of one to nine months at the end
of each of the Relevant Periods. In accordance with the Law of Negotiable Instruments in the PRC, the
holders of the Derecognised Bills may exercise the right of recourse against any, several or all of the
persons liable for the Derecognised Bills, including th e Group, in disregard of the order of precedence (the
‘‘Continuing Involvement ’’). In the opinion of the directors, the risk of the Group being claimed by the
holders of the Derecognised Bills is remote in the absence of a default of the accepted banks. The Group
has transferred substantia lly all risks and rewards relating to the De recognised Bills. Accordingly, it has
derecognised the full carrying amounts of the Dereco gnised Bills and the associated trade payables. The
maximum exposure to loss from the Group’s Continuing Involvement in the Derecognised Bills and the
undiscounted cash flows to repurchase these Derecogn ised Bills is equal to their carrying amounts. In the
opinion of the directors, the fair values of the Group’s C ontinuing Involvement in the Derecognised Bills
are not significant.
During the years ended 31 December 2023, 2024 and 2025, the Group has not recognised any gain or
loss on the date of transfer of the Derecognised B ills. No gains or losses were recognised from the
Continuing Involvement, both during the years or c umulatively. The endorse ment has been made evenly
throughout the years.
The aggregate amounts of the trade payables settl ed by the bills receivable to which the suppliers
have recourse and were matured were RMB25, 655,000, RMB39,455,000, and RMB35,473,000 during the
years ended 31 December 2023, 2024 and 2025, respectively.
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables 58,904 85,555 86,314
Impairment (2,258) (2,411) (1,721)
Trade receivables, net 56,646 83,144 84,593
Bills receivable 1,214 888 373
Trade and bills receivables 57,860 84,032 84,966
APPENDIX I ACCOUNTANTS’ REPORT
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An ageing analysis of the trade receivables of the Company as at the end of each of the Relevant Periods,
based on the invoice date and net of allowance, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months 25,238 54,620 52,963
3 to 6 months 5,729 3,027 23,319
6 to 12 months 7,523 5,639 6,370
Over one year 18,156 19,858 1,941
Total 56,646 83,144 84,593
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 1,946 2,258 2,411
Impairment losses/(write-back of impairment), net 362 153 (690)
Amount written off as uncollectible (50) – –
At end of year 2,258 2,411 1,721
19. PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments to suppliers 27,363 35,274 32,558
Prepayments for non-current assets 12,291 32,133 66,903
Value-added tax recoverable 16,147 15,286 27,481
Advertising endorsement fee 7,556 10,595 1,537
Deposits 5,200 16,363 7,422
Receivables from employees 5,430 4,633 4,728
Other receivables 7,969 32,328 40,058
Deferred listing expense – 1,412 3,115
81,956 148,024 183,802
Impairment allowance (335) (655) (1,253)
Total 81,621 147,369 182,549
Analysed into:
Current portion 69,330 115,236 115,646
Non-current portion 12,291 32,133 66,903
APPENDIX I ACCOUNTANTS’ REPORT
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The movements in the loss allowance for impairmen t of deposits and other receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 321 335 655
Impairment losses, net 14 320 598
At end of year 335 655 1,253
An impairment analysis is performed at the end o f each of the reporting periods by considering the
probability of default of the industry. As at 31 December 2023, 2024 and 2025, the probability of default applied
ranged from 0.001% to 5.08%, 0.001% to 4.35% and 0.001% to 5.19%, respectively, and the loss given default
was estimated to be 70.30%, 70.30% and 70.30%, respectiv ely. The loss rate is adjusted to reflect the current
conditions and forecasts of future economic conditions, as appropriate.
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments to suppliers 13,909 15,782 16,981
Prepayments for non-current assets 2,246 6,218 46,685
Advertising endorsement fee – – 248
Deposits 706 10,832 457
Receivables from employees 661 793 803
Amounts due from subsidiaries* 373,233 342,608 215,971
Deferred listing expense – 1,412 3,115
Other receivables 1,824 8,992 11,706
392,579 386,637 295,966
Impairment allowance (54) (264) (331)
Total 392,525 386,373 295,635
Analysed into:
Current portion 390,279 380,155 248,950
Non-current portion 2,246 6,218 46,685
* Amounts due from subsidiaries mainly represen t excess operating cash transferred from the
Company to the subsidiaries and are unsecured, interest-free and repayable on demand.
The movements in the loss allowance for impairment o f deposits, amounts due from subsidiaries and other
receivables are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year 72 54 264
(Write-back of impairment)/impairment losses, net (18) 210 67
At end of year 54 264 331
APPENDIX I ACCOUNTANTS’ REPORT
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Where applicable, an impairment analysis is performed at the end of each of the reporting periods by
considering the probability of default of the industry. As at 31 December 2023, 2024 and 2025, the probability of
default applied ranged from 0.001% to 4.95%, 0.001% to 4.35% and 0.001% to 5.19%, respectively, and the
loss given default was estimated to be 70.30%, 70.30% and 70.30%, respectively. The loss rate is adjusted to
reflect the current conditions and forecasts of f uture economic conditions, as appropriate.
20. CASH AND CASH EQUIVALENTS
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances 102,124 127,709 111,091
Less: Pledged bank deposits 34,732 49,662 77,187
Cash and cash equivalents 67,392 78,047 33,904
At 31 December 2023, 2024 and 2025, the cash and bank balances of the Group denominated in Renminbi
(‘‘RMB’’) amounted to RMB101,612,000, RMB125,735,000 and R MB100,459,000, respectively. The RMB is not
freely convertible into other currencies, however, unde r the Chinese mainland’s Foreign Exchange Control
Regulations and Administration of Settlement, and Sal e and Payment of Foreign Exchange Regulations, the
Group is permitted to exchange RMB for other curre ncies through banks authorised to conduct foreign
exchange business.
Pledged bank deposits are pledged to banks for the issuance of the Group’s bill s payable and letters of
credit.
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances 77,068 84,051 69,622
Less: Pledged bank deposits 28,707 37,448 62,741
Cash and cash equivalents 48,361 46,603 6,881
21. TRADE AND BILLS PAYABLES
Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables 128,792 213,148 239,060
Bills payable 56,165 77,761 107,069
Total 184,957 290,909 346,129
APPENDIX I ACCOUNTANTS’ REPORT
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An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice
d a t e ,i sa sf o l l o w s :
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months 115,920 199,770 197,133
3 to 6 months 11,095 11,364 35,343
6 to 12 months 374 300 5,048
Over one year 1,403 1,714 1,536
Total 128,792 213,148 239,060
Trade payables are non-interest-bearing and are norma lly repaid within 3 months, and bills payable are
aged within 6 months based on the time of purchase.
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables 51,520 91,364 100,244
Amounts due to subsidiaries* 1,061 7,963 841
Bills payable 50,140 60,549 99,653
Total 102,721 159,876 200,738
* As at 31 December 2023, 2024 and 2025, amounts due to subsidiaries are unsecured, interest-free
and repayable on demand and are trade in nature.
An ageing analysis of the trade payables and amounts due to subsidiaries as at the end of each of the
reporting periods, based on the invoice date, is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months 42,746 87,868 87,530
3 to 6 months 9,309 10,963 8,464
6 to 12 months 110 101 4,747
Over one year 416 395 344
Total 52,581 99,327 101,085
APPENDIX I ACCOUNTANTS’ REPORT
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22. OTHER PAYABLES AND ACCRUALS
Group
As at 31 December
2023 2024 2025
Notes RMB’000 RMB’000 RMB’000
Contract liabilities (a) 122,252 73,226 83,809
Payables for purchase of property, plant
and equipment 43,367 37,710 63,811
Payroll payables 30,505 37,121 20,047
Other tax payables 25,579 27,564 27,137
Deposits 21,589 21,402 16,594
Accrued expenses 19,100 37,740 16,719
Due to related parties (note 33) 28 28 –
Other payables (b) 18,559 23,884 30,767
Total 280,979 258,675 258,884
Notes:
(a) Details of contract liabilities are as follows:
As at
1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Short-term advances received
from customers
Sale of goods 108,844 122,252 73,226 83,809
The amounts of consideration received in advance as prepayments by customers are short term as
the respective revenue is expected to be recognised within one year when the goods are accepted by
customers. Contract liabilities m ainly arise from the advance payments received from distributors while
the underlying goods are yet to be provided. The increase in contract liabilities in 2023 was in line with the
growth of the Group’s business to dis tributors. The decrease in contract liabilities in 2024 was mainly due
to the shift in sales focus to direct channels and a decrease in sales to distributors in 2024. The increase in
contract liabilities in 2025 was mainly due to the incr ease in advanced payments received from distributors
near the end of 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Other payables are unsecured, non-interest-bearing and repayable on demand.
Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Accrued expenses 1,949 1,292 1,396
Payables for purchase of property, plant and
equipment 24,613 19,912 28,732
Payroll payables 13,388 14,121 6,602
Other tax payables 5,593 9,566 7,857
Amounts due to subsidiaries* 478,893 537,974 439,907
Contract liabilities (note (a)) 821 1,496 1,872
Deposits 1,564 2,081 1,640
Due to related parties 28 28 –
Other payables 3,427 10,153 14,394
Total 530,276 596,623 502,400
* Amounts due to subsidiaries arise from excess ope rating cash of subsidia ries transferred to the
Company and are unsecured, interest-free and repayment on demand.
(a) Details of contract liabilities are as follows:
As at
1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Short-term advances received
from customers
Sale of goods 1,933 821 1,496 1,872
The amounts of consideration received in advance as prepayments by customers are short term as
the respective revenue is expected to be recognised within one year when the goods are accepted by
customers.
23. INTEREST-BEARING BANK BORROWINGS
Group
As at 31 December 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 2.90–4.57 2024 180,197
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 300 ---
As at 31 December 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 2.05–4.57 2025 321,333
As at 31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 1.80–3.80 2026 475,393
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year 180,197 321,333 475,393
Total 180,197 321,333 475,393
At 31 December 2023 and 2024, all of these bank loans w ere guaranteed by subsidiaries of the Group and
the controlling shareholder and his spouse. At 31 December 2025, bank loans of RMB225,223,000 were
guaranteed by the subsidiaries of the Group and bank loans of RMB250,170,000 were guaranteed by
subsidiaries of the Group and the c ontrolling shareholder and his spouse.
Company
As at 31 December 2023
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 2.90–4.57 2024 122,601
As at 31 December 2024
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 2.05–4.57 2025 174,172
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 301 ---
As at 31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured 1.80–3.80 2026 256,212
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable:
Within one year 122,601 174,172 256,212
Total 122,601 174,172 256,212
24. FINANCIAL LIABI LITIES AT FVTPL
Group and Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Redeemable ordinary shares 468,677 171,109 –
Analysed into:
Current portion 262,535 171,109 –
Non-current portion 206,142 – –
Certain independent investors subscribed to or acquir ed the Company’s ordinary shares with preferential
rights that were designated as financ ial liabilities at FVTPL and were s ubsequently measured at fair value.
In June 2015, the Company entered into an investment agreement with an independent investor, Beijing
Sequoia Xinyuan Equity Investment Center (Limited Partnership) ( 北京紅杉信遠股權投資中心（有限合夥）),
pursuant to which the investor made a total investment of RMB135,000,000 in the Company as consideration
for subscription of the Company’s 10,588,000 ordinary shares (‘‘Series A Shares’’). The Company had received
all investment funds for the Series A Shares by June 2015.
In October 2016, the Company entered into an investment agreement with an independent investor, Mr. Li
Qing, pursuant to which the investor made a total i nvestment of RMB102,632,000 in the Company as
consideration for subscription of the C ompany’s 3,715,000 ordinary shares (‘‘Series B Shares’’).T h eC o m p a n y
had received all investment funds for Series B Shares by October 2016. In December 2019, the investor
transferred all his equity to another independent invest or, Shenzhen Junrong Partnership (Limited Partnership)
(深圳君榮實業合夥企業（有限合夥）), at a consideration of RMB118,500,000.
APPENDIX I ACCOUNTANTS’ REPORT
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In August 2020, an independent investor, Changsha N uoxiang Jinhong Equity Investment Partnership
Enterprise (Limited Partnership) ( 長沙諾享瑾鴻股權投資合夥企業（有限合夥）), acquired a 1.2% equity interest
(‘‘Series C1 Shares ’’) in the Company from Mr. Yang Fan, the controlling shareholder. The consideration of
RMB28,800,000 was in the form of cash, which was f ully received in October 2020 by Mr. Yang Fan.
In December 2020, the Company entered into an investment agreement with an independent investor,
Changsha Nuoxiang Dongchen Equity Investment Pa rtnership Enterprise (Limited Partnership) ( 長沙諾享東辰
股權投資合夥企業（有限合夥）), pursuant to which the investor made a total investment of RMB43,992,000 in
the Company as consideration for subscription of the Company’s 1,362,000 ordinary shares (‘‘Series C2
Shares’’). The Company had received full consideration by December 2020.
In January 2021, all shareholders of the Company signed a supplementary investment agreement. The
investors of Series A Shares, Series B Shares, Seri es C1 Shares and Series C2 Shares were granted certain
preferential rights, includi ng, but not limited to, redemption rights, ant i-dilution rights and l iquidation rights.
The investments from the investors shall be redeemed by th e controlling shareholder, a third party designated by
the controlling shareholder or the Company, at the opt ion of the investors, upon the occurrence of certain
contingent events, including a qua lified initial public offering (‘‘ IPO’’) by 29 December 2023.
In November 2023, the investors of Series C1 Shares and Series C2 Shares signed a supplementary
agreement to modify relevant terms of redemption rights. T he investments shall be redeemed by the controlling
shareholder, a third party designa ted by the controlling shareholder o r the Company if a qualified IPO has not
been consummated by 30 June 2025.
In December 2023, the investor of Series B Shares sig ned a supplementary agreement to modify relevant
terms of redemption rights. The investments shall be r edeemed by the controlling shareholder, a third party
designated by the controlling shareholder or the Comp any if a qualified IPO has not been consummated by 30
December 2025.
In June 2024, the Company entered into an agreement pursuant to which the Series A Shares investor
exercised the redemption right and required the Compan y to repurchase 10,588,000 ordinary shares through a
capital reduction. In November 2024, the Company pa id RMB135,000,000 to the investor to redeem certain
ordinary shares from the Company and the remaining c onsideration of RMB125,809,000 was settled in January
2025. The redemption liabilities of Series A Shares were fully settled in January 2025.
In June 2024, the Company entered into a supplemental agreement (‘‘ Termination Agreement ’’) with
investors of Series B Shares, Series C1 Shares and Se ries C2 Shares. The redemption rights and other
preferential rights granted by the Company to these thre e investors were terminated effective from the date of
execution or signing the relevant supplemental agreeme nt and shall not be reinstated under any circumstances.
In December 2024, the Company entered into an investment agreement with two independent investors,
Wuhu Hua’an Zhanxin Equity Investment F und Partnership (Limi ted Partnership) ( 蕪湖華安戰新股權投資基金
合夥企業（有限合夥）)( ‘ ‘Series D1 Shares ’’) and Wuhu Fanchang District Xingnong Industrial Investment Fund
Co., Ltd. ( 蕪湖市繁昌區興農產業投資基金有限公司)( ‘ ‘Series D2 Shares ’’), pursuant to which the Series D1
Shares investor made a total investment of RMB40,000,000 as consideration for subscription of the Company’s
1,211,000 ordinary shares and Series D2 Shares investor made a total investment of RMB35,000,000 as
consideration for subscription of the Company’s 1, 059,000 ordinary shares. The Company had received full
consideration of Series D1 Shares and Series D2 Shares by December 2024 and January 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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According to the investment agreements effective during the Relevant Periods, the key features of the
preferential rights, namely liquidati on rights, anti-dilution rights and r edemption rights, are summarised as
follows:
(a) Liquidation rights
Series A Shares/Series B Shares/Series C1 and C2 Shares
In the event of any liquidation, dissolution or t ermination of the Company, after paying the
liquidation expenses, employees’ wages and labour insurance expenses, taxes owed and the
Company’s debts in accordance with the law, the remaining assets obtained after the liquidation of
the Company shall be distributed in the following order: (i) Series C2 Shares holder has the right to
priority distribution according to the proportion of the Company’s equity held at that time; (ii)
Series C1 Shares holder has the right to priority distribution according to the proportion of the
Company’s equity held at that time; (iii) Series B Sha res holder has the right to priority distribution
according to the proportion of the Company’s equi ty held at that time, (iv) Series A Shares holder
has the right to obtain the amount equivalent to 100% of the investment paid and the undistributed
profit corresponding to the shares obtained based on shareholding.
S e r i e sD 1a n dD 2S h a r e s
There is no liquidation pr iority in this agreement.
(b) Anti-dilution rights
Series A Shares/Series B Shares/Series C1 and C2 Shares
If the Company issues new shares, any new inst ruments that are convertible into shares, or
increases its paid-in capital at a price lower tha n the price paid by the investors of Series A Shares,
Series B Shares, Series C1 Shares and Series C2 Share s on a per paid-in capital basis, the investors
have a right to require the Company to issue additi onal paid-in capital at nil consideration or the
lowest issue price permitted by law to the investo rs, and the investors also have a right to require the
controlling shareholders to transfer shares to the i nvestors at nil consideration or at the lowest issue
price permitted by law, so that the total amount pa id by the investors, divided by the total amount
of paid-in capital obtained, is equal to the price per paid-in capital in the new issuance.
S e r i e sD 1a n dD 2S h a r e s
If the Company issues new shares or increases it s paid-in capital at a price lower than the price
paid by the investors of Series D1 and Series D2 Sha res on a per paid-in capital basis, the investors
have a right to require the controlling shareholder t o transfer shares at nil consideration, or require
the Company to issue additional shares at the lowest price permitted by law to the investors, and the
investors also have a right to require the contro lling shareholders or the Company to refund the
price difference between the original paid-in capi tal price and the new paid-in capital price based on
the respective shareholding in the Company, so tha t the total amount paid by the investors, divided
by the total amount of paid-in capital obtained, i s equal to the price per paid-in capital in the new
issuance.
APPENDIX I ACCOUNTANTS’ REPORT
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(c) Redemption rights
Series A Shares/Series B Shares/Series C1 and C2 Shares
The investments from the investors shall be redeemed by the Company, certain shareholders
(or third party designated by certain shareholders), at the option of the investors, upon the
occurrence of certain contingent events, includi ng: (i) a qualified IPO has not been consummated by
a certain date, or (ii) major violations of inve stment agreements by the Group or the controlling
shareholders of the Company, with failure to reme dy such acts within the required time limit. The
repurchase price is the original investment princ ipal from the Series A Shares and Series B Shares
investors plus a simple interest rate of 10% per annum and reduced by the accumulated dividends
distributed to the Series A Shares and Series B Shares investors based on their respective
shareholdings in the Company, while the repurchas e price for Series C1 Shares and Series C2 Shares
investors is the original investment principa l plus a simple interest rate of 8% per annum and
reduced by the accumulated dividends distributed or compensation paid to the Series C1 Shares and
Series C2 Shares investors based on their respective shareholdings in the Company.
S e r i e sD 1a n dD 2S h a r e s
The investments from the investors shall be redeemed by the Company, the controlling
shareholder or his spouse, at the option of the investors, upon the occurrence of certain contingent
events, including a qualified IPO has not been consummated by 31 December 2025. The repurchase
price is the investment principal based on thei r respective shareholdings in the Company plus a
simple interest rate of 6% per annum and reduced by the accumulated investment income paid or
dividends distributed to the investors.
Presentation and classification
The Company recognised the Series A Shares, Seri es D1 Shares, Series D2 Shares, and for Series B
Shares, Series C1 Shares and Series C2 Shares, prio r to the execution of the Termination Agreement,
issued to the investors as financial liabilities at FVTP L and classified them as liabilities, because not all
triggering payment events mentioned in the key te rms above were within the control of the Company and
these financial instruments did not meet the definitio n of equity for the Company. Financial liabilities are
measured at fair value and any changes in the fair value of the financial liabilities were recorded in ‘‘Fair
value loss on financial liabilities at FVTPL’’ in the c onsolidated statements of profit or loss and other
comprehensive income. The directors of the Company c onsidered that the changes in the fair value of the
Series A Shares, Series B Shares, Series C1 Share s, Series C2 Shares, Series D1 Shares and Series D2
Shares attributable to the changes in credit risk of the Group were minimal.
Upon the execution of the Termina tion Agreement, the redemption rights and other preferential
rights granted by the Company to Series B Shares, Series C1 Shares and Series C2 Shares investors were
terminated. The financial liabiliti es at FVTPL were then derecognised an d reclassified to capital reserve as
the substance of the transaction is a shareholder’s transaction.
APPENDIX I ACCOUNTANTS’ REPORT
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The movements in the financial liabilities at FVTPL are as follows:
Series A
Shares
Series B
Shares
Series C1
Shares and
Series C2
Shares
Series D1
Shares
Series D2
Shares Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 256,978 131,741 73,932 – – 462,651
Changes in fair value 5,557 360 109 – – 6,026
At 31 December 2023 and
1 January 2024 262,535 132,101 74,041 – – 468,677
Changes in fair value 3,574 (1,456) (493) – – 1,625
Payment for repurchase of shares
issued to an investor (135,000) – – – – (135,000)
Termination of preferential
rights (Note a) – (130,645) (73,548) – – (204,193)
Issuance of shares to a new
investor (Note b) – – – 40,000 – 40,000
At 31 December 2024 and
1 January 2025 131,109 – – 40,000 – 171,109
Changes in fair value (5,300) – – – – (5,300)
Payment for repurchase of shares
issued to an investor (125,809) – – – – (125,809)
Issuance of shares to a new
investor (Note b) – – – – 35,000 35,000
Termination of preferential rights
(Note a) – – – (40,000) (35,000) (75,000)
At 31 December 2025 – – – – – –
Notes:
(a) In June 2024, the liquidation preferences, rede mption rights and anti-dilution rights attached
to the Series B Shares, Series C1 Shares and Series C2 Shares granted by the Company were
terminated. In March 2025, the redemption righ ts and anti-dilution rights attached to the
Series D1 and Series D2 granted by the Company were terminated. Financial liabilities at
FVTPL were then derecognised and reclassifi ed to capital reserve as the substance of the
transaction is a shareholder’s transaction.
(b) In December 2024, the Company entered into an investment agreement with two independent
investors in respect of the Series D1 Shares and Series D2 Shares. The Company had received
full consideration of Series D1 Shares and Series D2 Shares by December 2024 and January
2025, respectively. The Company held a shareholders’ meeting and approved the resolution to
increase the registered capital and completed ac cordingly the business registration in January
2025 and February 2025, respectively.
For Series A Shares, Series B Shares, Series C1 an d C2 Shares, the Company applied the discounted
cash flow method (‘‘ DCF’’) to determine the underlying share value of the Company and performed an
equity allocation based on the hybrid method to arri ve at the fair value of the investors’ shares at the end
of each of the Relevant Periods with reference to valuation reports carried out by PG Advisory (‘‘ PGA’’),
an independent qualified valuer. The hybrid method is a hybrid between the probability-weighted
expected return method (‘‘ PWERM ’’) and the option pricing method (‘‘ OPM’’), estimating the
probability-weighted value across multiple scenar ios while using the OPM to estimate the allocation of
value within one or more of those scenarios.
APPENDIX I ACCOUNTANTS’ REPORT
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In addition to the underlying share value of the Company determined by the DCF, other key
valuation assumptions used in the OPM model t o determine the fair value are as follows:
As at 31 December
2023 2024
Risk-free interest rate 2.2% 1.5%
Discount for lack of marketability (‘‘ DLOM ’’) 10.1% 8.0%
Volatility 37.2% 35.8%
The investment consideration of Series D1 Shares was received by the Company on 26 December
2024. The Company applied the recent transaction pr ice valuation method to determine the fair value of
the financial liabilities at FVTPL at 31 December 2024 a nd at the date of termination of preferential rights
f o rS e r i e sD 1S h a r e s .
The investment consideration of Series D2 Shares was received by the Company on 3 January 2025.
The Company applied the recent transaction price v aluation method to determine the fair value of the
financial liabilities at FVTPL at the date of termina tion of preferential rights for Series D2 Shares.
25. DEFERRED TAX
The movements in deferred tax assets and liabili ties during the Relevant Periods are as follows:
Deferred tax assets
Losses
available for
offsetting
against future
taxable
profits
Unrealised
profits for
intercompany
transactions
Impairment of
assets
Deferred
income
Lease
liabilities Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 35,306 7,149 3,764 950 457 1,176 48,802
Deferred tax (charged)/credited
to profit or loss during the
year (note 11) (6,715) 596 (262) (182) 516 5,387 (660)
Gross deferred tax assets at
31 December 2023 28,591 7,745 3,502 768 973 6,563 48,142
At 1 January 2024 28,591 7,745 3,502 768 973 6,563 48,142
Deferred tax (charged)/credited
to profit or loss during the
year (note 11) (17,785) 1,240 453 (122) (491) (2,869) (19,574)
Gross deferred tax assets at
31 December 2024 10,806 8,985 3,955 646 482 3,694 28,568
At 1 January 2025 10,806 8,985 3,955 646 482 3,694 28,568
Deferred tax (charged)/credited
to profit or loss during the
year (note 11) (7,420) 1,386 701 389 259 3,219 (1,466)
Gross deferred tax assets at
31 December 2025 3,386 10,371 4,656 1,035 741 6,913 27,102
APPENDIX I ACCOUNTANTS’ REPORT
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Deferred tax liabilities
Depreciation
allowance in
excess of
related
depreciation
Right-of-
use
assets Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 1,198 532 1,730
Deferred tax (credited)/charged to profit or loss
during the year (note 11) (187) 499 312
Gross deferred tax liabilities at 31 December 2023 1,011 1,031 2,042
At 1 January 2024 1,011 1,031 2,042
Deferred tax charged/(credited) to profit or loss
during the year (note 11) 5,437 (523) 4,914
Gross deferred tax liabilities at 31 December 2024 6,448 508 6,956
At 1 January 2025 6,448 508 6,956
Deferred tax charged to profit or loss during the
year (note 11) 5,431 371 5,802
Gross deferred tax liabilities at 31 December 2025 11,879 879 12,758
For presentation purposes, certain deferred tax assets and liabilitie s 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
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
consolidated statements of fina ncial position 46,100 21,612 14,344
Deferred tax assets have not been recognised in respect of tax losses of RMB5,177,000, RMB10,237,000
and RMB9,347,000, respectively, which arose in Chinese m ainland and were available for offsetting against
future taxable profits in one to five years at 31 Decembe r 2023, 2024 and 2025, as it is not considered probable
that taxable profits will be available against which the above items can be utilised.
26. SHARE CAPITAL
Shares
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Issued and fully paid:
Ordinary shares with a par value of
RMB1.00 each 75,665 75,665 67,347
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 308 ---
A summary of movements in the Company’s share capital is as follows:
Number of
shares in issue Share capital
RMB’000
At 1 January 2023, 31 December 2023, 1 January 2024, 31 December
2024, and 1 January 2025 75,665,000 75,665
Investment redeemed by an investor (Note (a)) (10,588,000) (10,588)
Issue of shares (Note (b)) 2,270,000 2,270
At 31 December 2025 67,347,000 67,347
Notes:
(a) In June 2024, the Company entered into an agreement pursuant to which the Series A Shares
investor exercised the redemption right to repur chase the Series A Shares of 10,588,000 ordinary
shares from the Company through a capital reduction. In November 2024, the Company paid
RMB135,000,000 to the investor to redeem certain ordinary shares from the Company and the
remaining consideration of RMB125,809,000 was settl ed in January 2025. The redemption liabilities
of Series A Shares were fully settled in January 2025. In January 2025, the Company completed the
registration of this capital re duction with relevant authority.
(b) In January 2025, the general meeting of shareholders approved the resolution to increase the
registered capital of the Company by 1,211,000 ordinary shares with an amount of RMB40,000,000
for Series D1 Shares and 1,059,000 ordinary sh ares with an amount of RMB35,000,000 for Series D2
Shares. The Company received full consideration for the Series D1 Shares and Series D2 Shares in
December 2024 and January 2025, respectively. In February 2025, the Company completed the
registration of the increase in registered capital with relevant authority. The Company increased its
share capital by 1,211,000 ordinary shares for Series D1 Shares investor and 1,059,000 ordinary
s h a r e sf o rS e r i e sD 2S h a r e si n v e s t o r .
27. RESERVES
Group
The amounts of the Group’s reserves and the movements therein for the Relevant P eriods are presented in
the consolidated statements of changes in equity on page I-7 to page I-8 of the Historical Financial Information.
(a) Capital reserve
The capital reserve represents capital contribution from shareholders of the Group and share-based
payment reserves. Details of the movement in capita l reserve are set out in the consolidated statements of
changes in equity of the Histori cal Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 6 6–


--- page 309 ---
(b) Statutory reserve
In accordance with the PRC Company Law and the articles of association of the Company, the
Company is required to appropriate 10% of its net pr ofits after tax, as determined under the Chinese
Accounting Standards, to the statutory surplus reserve until the reserve balance reaches 50% of its
registered capital. Subject to certain restrictions set o ut in the relevant PRC regulations and in the articles
of association of the Company, the statutory surplus reserve may be used either to offset losses, or to be
converted to increase share capital provided that the balance after this conversion is not less than 25% of
the registered capital of the Company. The reserve cannot be used for purposes other than those for which
it is created and is not distributable as cash dividends.
Company
Share
capital
Capital
reserve
Statutory
reserve
(Accumulated
loss)/retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 75,665 19,541 12,408 (95,475) 12,139
Profit and total comprehensive
income for the year – – – 7,700 7,700
Equity-settled share-based
payment expenses – 337 – – 337
At 31 December 2023 75,665 19,878 12,408 (87,775) 20,176
Share
capital
Capital
reserve
Statutory
reserve
(Accumulated
loss)/retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 75,665 19,878 12,408 (87,775) 20,176
Profit and total comprehensive
income for the year – – – 18,839 18,839
Derecognition of redemption
liabilities due to cancellation of
redemption rights – 204,193 – – 204,193
Equity-settled share-based
payment expenses – 571 – – 571
At 31 December 2024 75,665 224,642 12,408 (68,936) 243,779
APPENDIX I ACCOUNTANTS’ REPORT
–I - 6 7–


--- page 310 ---
Share
capital
Capital
reserve
Statutory
reserve
(Accumulated
loss)/retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 75,665 224,642 12,408 (68,936) 243,779
Profit and total comprehensive
income for the year – – – 27,002 27,002
Equity-settled share-based
payment expenses – 6,591 – – 6,591
Issue of Series D1 Shares and
Series D2 Shares (note 26) 2,270 72,730 – – 75,000
Transfer of Series D1 and Series
D2 Shares to capital reserve
upon issuance of shares with
preferential right – (75,000) – – (75,000)
Derecognition of redemption
liabilities due to cancellation of
redemption rights (note 24) – 75,000 – – 75,000
Capital reduction of Series A
Shares (note 26) (10,588) (250,221) – – (260,809)
Derecognition of redemption
liabilities due to capital
reduction of Series A Shares
(note 24) – 260,809 – – 260,809
At 31 December 2025 67,347 314,551 12,408 (61,262) 352,372
28. SHARE-BASED PAYMENTS
In June 2015, Anhui Jurun Investment Co., Ltd., a company wholly owned by the controlling shareholder
of the Company, Mr. Yang Fan, and his spouse Ms. Li Huim in, transferred 2,400,000 shares of the Company to
Wuhu Kailai Star Investment Partnership Enterprise (Limited Partnership) ( 蕪湖凱萊之星投資合夥企業（有限合
夥）)( ‘ ‘Kailai Star ’’) at a price of RMB3 per share, with a total transfer consideration of RMB7,200,000. As at
this equity transfer date, the Company was 100% ow ned by the controlling shareholder and his spouse.
The Group adopted share incentive plans for the pur pose of attracting and retaining directors, senior
management, employees who promote the success of the G roup’s operations. Kailai Star was established as an
employee shareholding platform to grant restricted s hares to employees. Out of 67,347,000 issued ordinary
shares of the Company, 2,400,000 shares were held by Kailai Star.
On 20 August 2015 (the date of grant), 350,000 restricte d shares were granted to 15 eligible participants at
a price of RMB3 per share. The fair value of restricted shares granted was RMB3.44 per share at the grant date.
During the years ended 31 December 2023, 2024 and 2025, no shares were forfeited. At 31 December 2023, 2024
and 2025, the Company had 145,000, 145,000 and 145,000 restri cted shares, respectively. The fair value of the
shares granted was estimated as at the date of grant usi ng the backsolve method, taking into account the terms
and conditions upon which the restricted shares were granted.
On 21 June 2018 (the date of grant), 371,000 restricted shares were granted to 22 eligible participants at a
price of RMB6 per share. The fair value of restricted shares granted was RMB11.28 per share at the grant date.
During the years ended 31 December 2023, 2024 and 2025, no shares were forfeited. At 31 December 2023, 2024
and 2025, the Company had 92,000, 92,000 and 92,000 restri cted shares, respectively. The fair value of the
shares granted was estimated as at the date of grant u sing the interpolation method, taking into account the
terms and conditions upon which the restricted shares were granted.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 6 8–


--- page 311 ---
On 15 January 2020 (the date of grant), 166,000 restrict ed shares were granted to 19 eligible participants at
a price of RMB6 per share. The fair value of restricted shares granted was RMB17.68 per share at the grant
date. During the years ended 31 December 2023, 2024 and 2025, 10,000 shares, no shares, and no shares were
forfeited, respectively, because of the resignatio n of employees. At 31 December 2023, 2024 and 2025, the
Company had 100,000, 100,000 and 100,000 restricted shares , respectively. The fair value of the shares granted
was estimated as at the date of grant using the market a pproach — comparable companies multiples approach,
taking into account the terms and conditions upon which the restricted shares were granted.
On 8 October 2023 (the date of grant), 237,000 restricted shares were granted to 12 eligible participants at
a price of RMB6 or RMB8 per share. The fair value of rest ricted shares granted was RMB18.21 per share at the
grant date. During the years ended 31 December 2023, 20 24 and 2025, no shares were forfeited. During the year
ended 31 December 2025, 10,000 restricted shares gran ted to employees were cancelled during the vesting
period. At 31 December 2023, 2024 and 2025, the Company ha d 237,000, 237,000 and 227,000 restricted shares,
respectively. The fair value of the shares granted was e stimated as at the date of grant using the hybrid method
between the PWERM and the OPM, taking into account the terms and conditions upon which the restricted
shares were granted.
In January 2025, the Group granted equity incentive awards to 37 employees. After taking into account
the number of employees eligible for the above share in centive plans, the number of partners of Kailai Star
would exceed the upper limit stipulated in Kailai Star’ p artnership agreement. Mr. Y ang Fan, the controlling
shareholder of the Company, transferred 41.67% equi ty interests in Kailai Star (corresponding to 1,000,000
shares of the Company) for consideration of RMB3, 000,000 to Wuhu Liuliu Star Enterprise Management
Partnership (Limited Partnership) ( 蕪湖溜溜之星企業管理合夥企業（有限合夥）)( ‘ ‘Liuliu Star ’’), which was
established in January 2025 as an employee shareholding platform to grant restricted shares to employees.
On 20 January 2025 (the date of grant), 997,000 restrict ed shares were granted to 37 eligible participants at
a price of RMB6 or RMB8 per share. The fair value of rest ricted shares granted was RMB26.39 per share at the
grant date. During the year ended 31 December 2025, 100,000 shares were forfeited because of the resignation of
employees, and 200,000 shares granted to employees were cancelled during the vesting period. At 31 December
2025, the Company had 697,000 restricted shares. The fa ir value of the shares granted was estimated as at the
date of grant using the backsolve method, taking into account the terms and conditions upon which the
restricted shares were granted.
For the restricted shares granted in 2015, 2018 and 2020, the vesting conditions of the restricted shares
requires that, incentive employees shall unconditionally t ransfer their shares to Mr. Yang Fan, the controlling
shareholder of the Company, or a third party designate d by him, at the original consideration, under any of the
following circumstances: (i) within 5 years from the d ate the employee obtain the restricted shares of the
Company, if any employees of the Group leaves for any re ason; (ii) other circumstances, including but limited
to, if being incompetent, being unqualified, infri ngement on the interests of the Group, violation of
non-competition obligat ions and illegal crime.
For the restricted shares granted in 2023, the vesti ng condition of the restricted shares requires that,
incentive employees shall unconditiona lly transfer their shares to Mr. Yang F an, the controlling shareholder of
the Company, or a third party designated by him, at th e original consideration, under any of the following
circumstances: (i) the earlier of either within 5 years fr om the date the employees obtain the restricted shares of
the Company or 36 months before the successful IPO of the Company, if any employee of the Group leaves for
any reason; (ii) other circumstances, including but limited to, being incompetent, being unqualified,
infringement on the interests of the Group, violatio n of non-competition obligations and illegal crime.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 312 ---
For these four incentive plans, if a qualified IPO has not been consummated by a certain date, the
controlling shareholder agrees to repurchase these restri cted shares at their original price. If the Company has a
successful IPO, the restricted shares h eld by the employees could be transferred under the restriction period and
restriction conditions stipulated by laws and regulati ons and agreements with Kail ai Star. In addition, without
the approval of the controlling shareholder, the employ ees of the Group shall not transfer restricted shares of
the Company granted to other participants of the incenti v ep l a n so ro t h e rt h i r dp a r t ies other than participants;
and shall not make any agreement with any third party on the disposal of the restricted shares (including but not
l i m i t e dt ot h et r a n s f e ro fs h a r e s ,p l edge or transfer of income rights).
For the restricted shares granted in 2025, the lock- up period for the Company’s restricted shares shall
commence on the grant date and end 24 months after the successful IPO of the Company. Upon the expiration
of the lock-up period and the Company’s Chairman conf irmation from that the unlocking conditions have been
met and the Company’s shares have listed on The Stock Exchange of Hong Kong Limited (‘‘ Stock Exchange ’’)
for 24 months, the Company may process the unlocking pro cedures for the restricted shares in accordance with
the incentive plan. The incentive empl oyees’ right to dispose of the restrict ed shares during the aforementioned
post-unlock sale period shall not be affected by whethe r their employment relationship with the Company
remains in effect.
Upon the implementation of the incentive plan in January 2025, the incentive plans for restricted shares
granted in 2015, 2018, 2020 and 2023 have been modified to align with the incentive plan of 2025. The
modification of incentive plan does not have material im pact to the Group’s Historical Financial Information.
After taking into account the best estimation of the I PO, the management determined the vesting period of
the relevant restricted shares based on the above ser vice requirements. As such, the share-based payment
expenses are recognised over the vesting period. Du ring the years ended 31 December 2023, 2024 and 2025,
share-based payment expenses of RMB337,000, RMB571,000, and RMB6,591,000 were charged to profit or
loss, respectively.
29. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Relevant Periods, the Group had non-cash additions of right-of-use assets of
RMB3,856,000, nil and RMB3,731,000, and additions to lease liabilities of RMB3,856,000, nil and
RMB3,731,000, respectively, in respect of lease arrangements.
(b) Changes in liabilities arising from financing activities
Financial
Liabilities at
FVTPL
Interest-
bearing bank
borrowings
Lease
liabilities
RMB’000 RMB’000 RMB’000
At 1 January 2023 462,651 223,816 1,829
Changes from financing cash flows – (51,436) (1,892)
Interest expense – 7,817 149
New leases – – 3,856
Lease modifications – – (47)
Fair value changes 6,026 – –
At 31 December 2023 and 1 January 2024 468,677 180,197 3,895
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 0–


--- page 313 ---
Financial
Liabilities at
FVTPL
Interest-
bearing bank
borrowings
Lease
liabilities
RMB’000 RMB’000 RMB’000
Changes from financing cash flows (95,000) 133,484 (2,086)
Interest expense – 7,652 121
Fair value changes 1,625 – –
Derecognition of redemption liabilities due to
termination of preferential rights (204,193) – –
At 31 December 2024 and 1 January 2025 171,109 321,333 1,930
Changes from financing cash flows (90,809) 140,980 (2,836)
Fair value changes (5,300) – –
Interest expense – 13,080 141
New leases – – 3,731
Derecognition of redemption liabilities due to
termination of preferential rights (75,000) – –
At 31 December 2025 – 475,393 2,966
(c) Total cash outflow for leases
The total cash outflow for leases included in the cons olidated statements of cash flows is as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities 2,910 3,749 4,374
Within investing activities 150 – –
Within financing activities 1,892 2,086 2,836
Total 4,952 5,835 7,210
30. CONTINGENT LIABILITIES
As at 31 December 2023, 2024 and 2025, neither the Group nor the Company had any significant
contingent liabilities.
31. PLEDGE OF ASSETS
Details of the Group’s assets pledged for the Group’s bi lls payable and the letter of credits are included in
note 20 to the Historical Financial Information.
32. COMMITMENTS
The Group had the following contractual commitm ents at the end of each of the Relevant Periods:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted, but not provided for purchase of
property, plant and equipment 46,129 34,285 77,816
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 314 ---
33. RELATED PARTY TRANSACTIONS
The Group had the following material transactions w ith related parties during the Relevant Periods:
(a) Transactions with a related party:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Purchases of products from an entity
controlled by a family member closely
related to the controlling shareholder of the
Company (Note) 242 885 961
Note: The purchases from the related party wer e made according to the published prices and
conditions offered by the related party to its major customers.
(b) Outstanding balances with related parties:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other payables due to an entity controlled by a
family member closely related to the
controlling shareholder of the Company* 28 28 –
* These balances with the relat ed party are non-trade in nature.
The outstanding balances with related parties are unsecured, interest-free and repayable on demand.
(c) Guarantees provided by related parties:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Guarantees provided by the controlling
shareholder and his spouse for the Group’s
bank loans 180,197 321,333 250,170
As of 31 December 2025, the Group has agreed with ba nks to irrevocably discharge the controlling
shareholder and his spouse from all loan guarante e obligations of RMB250,170,000 in respect of the
Group’s bank borrowings and accrued interest t hereon upon the commencement of trading of the
Company’s shares on the Stock Exchange, and the Group shall provide othe r alternative assets as
guarantee.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 2–


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(d) Compensation of key management personnel of the Group:
Year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and ben efits in kind 2,251 3,004 6,977
Performance related bonuses 506 526 879
Equity-settled share-based payment expenses 87 185 4,993
Pension scheme contributions 102 199 404
Total compensation paid to key management
personnel 2,946 3,914 13,253
Further details of directors’ and supervisors’ em oluments are included in note 9 to the Historical
Financial Information.
(e) Redemption rights or other preferential rights
Upon the effective dates of the termination agreeme nts for Series B Shares, Series C1 Shares, Series
C2 Shares, Series D1 Shares and Series D2 Shares, the Company is no longer a party to, and does not
guarantee or bear any obligation in respect of, the re demption rights borne solely by the shareholders or
any third party designated by them. In the opini on of the directors, there are no side agreements or
arrangements relating to such redempti on rights or other preferential rights.
34. FINANCIAL INSTR UMENTS BY CATEGORY
The carrying amounts of each of the categories of fi nancial instruments as at the end of each of the
Relevant Periods are as follows:
Financial assets
Financial assets at amortised cost
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade and bills receivables 80,526 162,928 220,996
Financial assets included in prepayments, other
receivables and other assets 12,834 48,036 46,227
Pledged bank deposits 34,732 49,662 77,187
Cash and cash equivalents 67,392 78,047 33,904
Total 195,484 338,673 378,314
Financial assets at FVOCI
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at FVOCI 983 30 –
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 3–


--- page 316 ---
Financial liabilities
Financial liabilities at amortised cost
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade and bills payables 184,957 290,909 346,129
Financial liabilities in cluded in other payables and
accruals 83,543 83,024 111,172
Interest-bearing bank borrowings 180,197 321,333 475,393
Lease liabilities 3,895 1,930 2,966
Total 452,592 697,196 935,660
Financial liabilities at FVTPL designated
as such upon initial recognition
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities at FVTPL 468,677 171,109 –
35. FAIR VALUE AND FAIR VALUE HIERARCHY O F FINANCIAL ASSETS AND LIABILITIES
The carrying amounts of the Group’s financial inst ruments, other than those carrying amounts that
reasonably approximate to f a i rv a l u e sa r ea sf o l l o w s :
Carrying amount
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVOCI 983 30 –
Financial liabilities
Financial liabilities at FVTPL 468,677 171,109 –
Fair value
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at FVOCI 983 30 –
Financial liabilities
Financial liabilities at FVTPL 468,677 171,109 –
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 4–


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Management has assessed that the fair values of cash a nd cash equivalents, pledged bank deposits, trade
and bills receivables, trade and bills payables, financia l assets included in prepayments, other receivables and
other assets, financial liabilities included in other payab les and accruals, and interest-bearing bank borrowings
approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The Group’s finance department headed by the finance manager is responsible for determining the policies
and procedures for the fair value measurement of financial instruments. At the end of the Relevant Periods, the
finance department analyses the movements in the valu es of financial instruments and determines the major
inputs applied in the valuation. The valuation is revi ewed and approved by the chief financial officer.
The fair values of the financial assets and liabilit ies are included at the amount at which the instrument
could be exchanged in a current transa ction between willing parties, other than in a forced or liquidation sale.
The fair values of the financial assets at FVOCI have been calculated by discounting the expected future
cash flows. The financial assets at FVOCI which are bil ls receivable from certain prestigious banks, are held by
the Group with a dual focus: collecting the expected cash flows and exploring opportunities for sale. The
changes in fair value as at 31 December 2023 and 2024 were assessed to be insignificant.
The fair values of the redemption lia bilities on equity shares measured at FVTPL are determined using the
discounted cash flow model or recent transaction price valuation method. Further details are set out in note 24
to the Historical Financial Information.
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial
instruments:
Assets measured at fair value:
As at 31 December 2023
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVOCI – 983 – 983
As at 31 December 2024
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVOCI – 30 – 30
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 5–


--- page 318 ---
As at 31 December 2025
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at FVOCI – – – –
During the Relevant Periods, there were no tr ansfers of fair value measurements between
Level 1 and Level 2 and no transfers into or out of Level 3 for financial assets.
The following tables illustrate the fair value measurement hierarchy of the Group’s financial
instruments:
Liabilities measured at fair value:
As at 31 December 2023
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities at
FVTPL – – 468,677 468,677
As at 31 December 2024
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities at
FVTPL – 40,000 131,109 171,109
As at 31 December 2025
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities at
FVTPL – – – –
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 6–


--- page 319 ---
During the Relevant Periods, there were no tr ansfers of fair value measurements between
Level 1 and Level 2 and no transfers into or out of Level 3 for financial liabilities.
Below is a summary of significant unobservable input s to the valuation of financial liabilities at
FVTPL with an analysis as at 31 December 2023 and 2024.
Valuation
technique
Significant
unobservable
input Weighted average
Sensitivity of fair
value to the input
Financial Liabilities at
FVTPL
Discounted cash
flow method
Risk-free
interest rate
2024 : 1.5% 2024 : 1% increase/decrease in
risk-free interest rate would
result in decrease/increase in
fair value by RMB3,060,000/
RMB2,376,000
2023 : 2.2% 2023 : 1% increase/decrease in
risk-free interest rate would
result in decrease/increase in
fair value by RMB3,723,000/
RMB4,678,000
DLOM 2024 : 8.0% 2024 : 1% increase/decrease in
DLOM would result in
decrease/increase in fair
value by RMB4,904,000/
RMB3,753,000
2023 : 10.1% 2023 : 1% increase/decrease in
DLOM would result in
decrease/increase in fair
value by RMB4,939,000/
RMB4,339,000
Volatility 2024 : 35.8% 2024 : 1% increase/decrease in
volatility would result in
increase/decrease in fair
value by RMB556,000/
RMB551,000
2023 : 37.2% 2023 : 1% increase/decrease in
volatility would result in
increase/decrease in fair
value by RMB699,000/
RMB707,000
The DLOM represents the amounts of discounts determi ned by the Group that market participants would
take into account when pricing the investments.
36. FINANCIAL RISK MANAGEMEN T OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise fi nancial liabilities at FVTP L, interest-bearing bank
borrowings, and cash and bank balances. The main purpose o f these financial instrumen ts is to raise finance for
the Group’s operations. The Group has v arious other financial assets and l iabilities such as trade and bills
receivables, financial assets included in prepayments, o ther receivables and other assets, trade and bills payables
and financial liabilities included in other payables and accruals which arise directly from its operations.
The main risks arising from the Group’s financial in struments are 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.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 7–


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Interest rate risk
The Group’s exposure to the risk of changes in marke t interest rates relates primarily to the Group’s
short term obligations wi th fixed interest rates.
After the assessment, the directors of the Compan y consider the Group’s exposure to interest rate
risk to be not significant.
Credit risk
At the end of each of the Relevant Periods, the Gr oup had concentration of credit risk as 74.13%,
71.31% and 72.16% of the Group’s trade receivables an d trade receivables were due from the Group’s five
largest customers, respectively. The Group’s cas h and cash equivalents a re mainly deposited with
state-owned banks and other medium or large-size d listed banks in Chinese mainland. The carrying
amounts of trade and bills receivables, financial asset s included in prepayments, other receivables and
other assets, pledged bank deposits, cash and cash equi valents included in the consolidated statements of
financial position represent the Group’s maximum expos ure to credit risk in relatio n to its financial assets.
The Group has no other financial assets which carry significant exposure to credit risk.
The Group trades only with recognised and creditwo rthy third parties. Concen trations of credit risk
are managed through customer/counterparty analysi s. In addition, receivable balances are monitored on
an ongoing basis.
Maximum exposure and year-end staging
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 c lassification as at 31 December 2023, 2024 and 2025.
As at 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 receivables* – – – 84,013 84,013
Bills receivable 2,012 – – – 2,012
Financial assets at
FVOCI 983 – – – 983
Financial assets included
in prepayments, other
receivables and other
assets — Normal** 13,169 – – – 13,169
Pledged bank deposits 34,732 – – – 34,732
Cash and cash equivalents
— Not yet past due 67,392 – – – 67,392
Total 118,288 – – 84,013 202,301
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 8–


--- page 321 ---
As at 31 December 2024
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* – – – 168,283 168,283
Bills receivable 1,967 – – – 1,967
Financial assets at
F V O C I 3 0––– 3 0
Financial assets included
in prepayments, other
receivables and other
assets — Normal** 48,691 – – – 48,691
Pledged bank deposits 49,662 – – – 49,662
Cash and cash equivalents
— Not yet past due 78,047 – – – 78,047
Total 178,397 – – 168,283 346,680
As at 31 December 2025
12-month
ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* – – – 228,395 228,395
Bills receivable 1,806 – – – 1,806
Financial assets included
in prepayments, other
receivables and other
assets — Normal** 47,480 – – – 47,480
Pledged bank deposits 77,187 – – – 77,187
Cash and cash equivalents
— Not yet past due 33,904 – – – 33,904
Total 160,377 – – 228,395 388,772
* For trade receivables to which the Group applie s the simplified approach for impairment,
information is disclosed in note 18 to t he 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 sign ificant increase in credit risk since initial
recognition.
Further quantitative data in respect of the Gr oup’s exposure to credit risk arising from trade
receivables are disclosed in note 18 to th e Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 7 9–


--- page 322 ---
Liquidity risk
The Group monitors its risk to a shortage of funds us ing a recurring liquidity planning tool. This
tool considers the maturity of both its financial instr uments and financial assets (e.g., trade and bills
receivables) and projected ca sh flows from operations.
The Group’s objective is to maintain a balance betw een continuity of funding and flexibility through
the use of bank loans.
The maturity profile of the Group’s financial liabil ities as at the end of each of the Relevant Periods,
based on the contractual undiscounted payments, is as follows:
31 December 2023
Within
1y e a r
W i t h i n2t o
5y e a r s
Over
5y e a r s T o t a l
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 184,957 – – 184,957
Financial liabilities included in other
payables and accruals 83,543 – – 83,543
Interest-bearing bank borrowings 182,464 – – 182,464
Lease liabilities 2,086 2,055 – 4,141
Financial liabilities at FVTPL 250,952 290,844 – 541,796
Total 704,002 292,899 – 996,901
31 December 2024
Within
1y e a r
W i t h i n2t o
5y e a r s
Over
5y e a r s T o t a l
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 290,909 – – 290,909
Financial liabilities included in other
payables and accruals 83,024 – – 83,024
Interest-bearing bank borrowings 326,844 – – 326,844
Lease liabilities 853 1,202 – 2,055
Financial liabilities at FVTPL 172,080 – – 172,080
Total 873,710 1,202 – 874,912
31 December 2025
Within
1y e a r
W i t h i n2t o
5y e a r s
Over
5y e a r s T o t a l
RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills payables 346,129 – – 346,129
Financial liabilities included in other
payables and accruals 111,172 – – 111,172
Interest-bearing bank borrowings 480,362 – – 480,362
Lease liabilities 2,432 625 – 3,057
Total 940,095 625 – 940,720
APPENDIX I ACCOUNTANTS’ REPORT
–I - 8 0–


--- page 323 ---
Capital management
The primary objectives of the Group’s capital man agement are to safeguard the Group’s ability to
continue as a going concern and to maintain health y 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 adjus t the capital structure,
the Group may adjust the dividend payment to share holders, return capital to shareholders or issue new
shares. No changes were made in the objectives, pol icies or processes for managing capital during the
Relevant Periods.
The Group monitors capital using an asset-liability ratio, which is total liabilities divided by total
assets. The asset-liability ratio as at the end of each of the reporting periods were as follows:
The debt-to-asset ratio at the end of each of the Relevant Periods were as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Total liabilities 1,1 29,197 1,053,019 1,108,446
Total assets 1,394,662 1,670,967 1,990,073
Debt-to-asset ratio 80.97% 63.02% 55.70%
37. INVESTMENTS IN SUBSIDIARIES
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost 290,326 341,729 341,729
All subsidiaries are set out in note 1.
38. EVENTS AFTER THE RELEVANT PERIODS
On 1 April 2026, the Company established a new wholly -owned subsidiary, Zhangzhou Nida Agricultural
Technology Co., Ltd, with a registered share capital of RMB10,000,000. The subsidiary is primarily engaged in
procurement and preliminary processing of agricultural products.
In April 2026, the Group obtained new unutilise d banking facilities from banks amounting to
RMB92,790,000.
On 10 May 2026, the Company declared dividends of RMB67,347,000 to its shareholders based on their
equity interests in the Company as of 31 March 2026, which was fully paid on 12 May 2026.
39. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries
in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
–I - 8 1–


--- page 324 ---
The following information does not form part of the Accountants’ Report prepared by
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
illustrative purpose only. The un audited pro forma financial i nformation 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 adjusted consolidated net tangible assets of the
Group has been prepared in accordance with paragraph 4.29 of the Listing Rules and with
reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for
Inclusion in Investment Circulars as issued by the HKICPA for illustration purposes only,
and is set out below to illustrate the effect of the Global Offering on the consolidated net
assets of the Group attributable to owners of the Company as of 31 December 2025 as if it
had taken place on 31 December 2025.
The unaudited pro forma adjusted consolidated net tangible assets of the Group has
been prepared for illustration purpose only and , because of its hypothetical nature, it may
not give a true picture of the consolidated net tangible assets of the Group attributable to
owners of the Company had the Global Offering been completed as at 31 December 2025 or
any future dates.
Consolidated
net tangible
assets of
the Group
attributable to
owners of the
Company as at
31 December
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated
net tangible
assets as at
31 December
2025
Unaudited pro forma adjusted
consolidated net tangible assets
per Share as at
31 December 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an
Offer Price of
HK$43.58 per
Share 879,791 402,079 1,281,870 16.27 18.66
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 1–


--- page 325 ---
Notes:
(1) The consolidated net tangible assets of the Gr oup attributable to owne rs of the Company as at 31
December 2025 was equal to the consolidated net assets attributable to owners of the Company as at
31 December 2025 of RMB881,627,000 after deducti ng other intangible asset of RMB1,836,000 set
out in the Accountants’ Report in Appendix I to this prospectus.
(2) The estimated net proceeds from the Global Offering are based on 11,464,100 Offer Shares at the
Offer Price of HK$43.58 per Share, after deducti on of the underwriting commissions and fees and
other related expenses (excluding listing expen ses of RMB18,472,000 which have been recorded in
the consolidated statements of profit or loss and o ther comprehensive income). It does not take into
account of any Shares which may be issued upon the exercise of the Over-allotment Option or any
Shares which may be issued or repurchased by the Company pursuant of the Company’s general
mandates.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to
owners of the Company per Share is calculated afte r making the adjustments referred to note 2 and
on the basis that 78,811,208 Shares are in issu e assuming that the Global Offering had been
completed on 31 December 2025, without taking into account of any shares which may be allotted
and issued upon the exercise of the Over-allotment Option.
(4) For the purpose of this unaudited pro forma adjus ted consolidated net tangible assets, the balances
stated in RMB are converted into HK$ at the rate of RMB1 to HK$0.8716. 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 attri butable to owners of the
Company does not take into account the dividend s of RMB67,347,000 declared by the Company to
its shareholders on 10 May 2026. Had the dividends been taken into account, the unaudited pro
forma adjusted consolidated net tangible as sets per Share would be approximately HK$17.68
(assuming an Offer Price of HK$43.58 per Share).
(6) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets
to reflect any trading results or other transact ions of the Group entered into subsequent to 31
December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 2–


--- page 326 ---
Ernst & Young
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B. INDEPENDENT REPORTING ACCO UNTANTS’ ASSURANCE REPORT ON
THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL
INFORMATION
To the Directors of Liuliumei Co., Ltd.
We have completed our assurance engagement to report on the compilation of
unaudited pro forma financial informatio n of Liuliumei Co., Ltd. (the ‘‘Company’’)
and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the
directors of the Company (the ‘‘Directo rs’’) for illustrative purposes only. The
unaudited pro forma financial informat ion consists of the unaudited pro forma
consolidated net tangible assets as at 31 December 2025, and related notes as set out on
pages II-1 to II-2 of the prospectus dated 5 June 2026 (the ‘‘Prospectus’’) issued by the
Company (the ‘‘Unaudited Pro Forma Financia l Information’’). The applicable criteria
on the basis of which the Directors have compiled the Unaudited Pro Forma Financial
Information are described in Part A of Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the
Directors to illustrate the impact of the global offering of shares of the Company on
the Group’s financial position as at 31 December 2025 as if the transaction had taken
place at 31 December 2025. As part of this pr ocess, 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 2025, on which an accountants’ report
has been published.
Directors’ responsibility for the Unaudi ted Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4 .29 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and
with reference to Accounting Guideline (‘‘AG’’) 7 Preparation of Pro Forma Financial
Information for Inclusion in Investment Circulars as issued by the Hong Kong Institute
of Certified Public Accountants (the ‘‘HKICPA’’).
Our independence and quality management
We have complied with the independence and other ethical requirements of the
Code of Ethics for Professional Accountants as issued by the HKICPA, which is
founded on fundamental principles of integrity, objectivity, professional competence
and due care, confidentiality and professional behavior.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
–I I - 3–


--- page 327 ---
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 qualit y management including policies or
procedures regarding compliance with ethic al requirements, professional standards
and applicable legal and re gulatory requirements.
Reporting accountant s’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of
the Listing Rules, on the Unaudited Pro Forma Financial Information and to report
our opinion to you. We do not accept any responsibility for any reports previously
given by us on any financial information used in the compilation of the Unaudited Pro
Forma Financial Information beyond that owed to those to whom those reports were
addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on
Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of
Pro Forma Financial Information Included in a Prospectus as issued by the HKICPA.
This standard requires that the reporting accountants plan and perform procedures to
obtain reasonable assurance about whether the Directors have compiled the Unaudited
Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing
Rules and with reference to AG 7 as issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing
any reports or opinions on any historical financial information used in compiling the
Unaudited Pro Forma Financial Inform ation, nor have we, in the course of this
engagement, performed an audit or review of the financial information used in
compiling the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impac t of the global offering of shares of the
Company on unadjusted financial informat i o no ft h eG r o u pa si ft h et r a n s a c t i o nh a d
been undertaken at an earlier date sel ected 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
–I I - 4–


--- page 328 ---
A reasonable assurance engagement to r eport on whether the Unaudited Pro
Forma Financial Information has been properly compiled on the basis of the
applicable criteria involves performing pr ocedures to assess whether the applicable
criteria used by the Directors in the compilation of the Unaudited Pro Forma
Financial Information provide a reasonable basis for presenting the significant effects
directly attributable to the transaction, and to obtain sufficient appropriate evidence
about whether:
. the related pro forma adjustments give appropriate effect to those criteria;
and
. the Unaudited Pro Forma Financial Information reflects the proper
application of those adjustments to the unadjusted financial information.
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 Unaudi ted Pro Forma Financial Information has
been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the
Unaudited Pro Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial In formation has been properly compiled
on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the
Listing Rules.
Ernst & Young
Certified Public Accountants
Hong Kong
5J u n e2 0 2 6
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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I. TAXATION IN THE PRC
(I) Taxes on Dividends
1. Individual investors
Pursuant to the Individual Income Tax Law of the People’s Republic of
China ( 《中華人民共和國個人所得稅法》)( t h e‘ ‘ Individual Income Tax Law ’’),
which was promulgated on September 10, 1980 and amended by the Standing
Committee of the Thirteenth National People’s Congress on August 31, 2018 and
came into effect on January 1, 2019, and the Regulations on Implementation of
the Individual Income Tax Law of t he People’s Republic of China ( 《中華人民共和
國個人所得稅法實施條例》), which was amended by the State Council on
December 18, 2018 and came into effect on January 1, 2019, dividends
distributed by PRC enterprises to individual investors are subject to
withholding tax levie d at a flat rate of 20%.
According to the Notice of the MOF, the STA and the CSRC on Issues
Concerning Differentiated Individual Income Tax Policies on Dividends and
Bonuses of Listed Companies ( 《財政部、國家稅務總局、證監會關於上市公司股
息紅利差別化個人所得稅政策有關問題的通知》) promulgated by the Ministry of
Finance (the ‘‘MOF’’), the State Taxation Administration (the ‘‘SAT’’) and CSRC
on September 7, 2015, for individuals who acquire the stocks of a listed company
from public offering or transferring market and hold the stocks for more than one
year, the income from dividends shall be temporarily exempt from individual
income tax, and all the income from divid ends shall be included into the taxable
income in case the holding period is less than one month (inclusive of one month);
50% thereof will be included into the taxable income in case the holding period is
over one month but less than one year (inclusive of one year) temporarily; a
unified tax rate at 20% shall be applicable to the aforesaid incomes in the levy of
individual income tax.
In some cases, the withholding tax rate on dividend income of non-resident
individuals may be lower than 20%. According to the Circular of the MOF and
the State Taxation Administration on Issues Concerning Individual Income Tax
Policies ( 《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》), income
received by individual foreigners from dividends and bonuses of a
foreign-invested enterprise are exempt from individual income tax temporarily.
On February 3, 2013, the State Council approved and promulgated the Notice of
Suggestions to Deepen the Reform of System of Income Distribution Proposed by
Development and Reform Commis sion and Other Authorities ( 《國務院批轉發展
改革委等部門關於深化收入分配制度改革若干意見的通知》) (Guo Fa [2013] No.
6). On February 8, 2013, the General Office of the State Council promulgated the
Circular Concerning Allocation of Key Works to Deepen the Reform of System of
Income Distribution ( 《國務院辦公廳關於深化收入分配制度改革重點工作分工的
通知》
) (Guo Ban Han [2013] No. 36). According to these two documents,
foreign individuals’ tax exemptio n for dividend income obtained from
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foreign-invested enterprises shall be cancelled. However, the local taxation bureau
of Hubei Province has issued an announcement, which clarifies that the tax
exemption policy on dividends and bon uses of foreign individuals shall be
canceled from February 3, 2013. Apart from that, up to now, no documents have
been issued by other local governments to implement the provisions of Guo Fa
[2013] No. 6. In practice, dividends and bonuses received by foreign individuals
from foreign-invested enterprises can still be exempted from individual income
tax.
According to the Notice of the SAT on Issues Concerni ng Taxation and
Administration of Individual Income Tax After the Repeal of the Document (Guo
Shui Fa [1993] No. 045) ( 《國家稅務總局關於國稅發[1993]045 號文件廢止後有關個
人所得稅徵管問題的通知》) issued by the SAT on June 28, 2011, domestic
non-foreign-invested enterprises t hat issue shares in Hong Kong may, when
distributing dividends to overseas resident individuals in the jurisdiction of the tax
treaty, normally withhold individual income tax at the rate of 10%. For the
individual holders of H Shares receiving dividends who are citizens of countries
that have entered into a tax treaty with the PRC with tax rates lower than 10%,
the non-foreign-invested enterprise whose shares are listed in Hong Kong may
apply on behalf of such holders for enjoying the lower preferential tax treatments,
and, upon approval by the tax authoritie s, the excessive withholding amount will
be refunded. For the individual holder s of H Shares receiving dividends who are
citizens of countries that have entered into a tax treaty with the PRC with tax
rates higher than 10% but lower than 20%, t he non-foreign-invested enterprise is
required to withhold the tax at the agreed rate under the treaty, and no
application procedures will be necessary. For the individual holders of H Shares
receiving dividends who are citizens of countries without taxation treaties with the
PRC or are under other situations, the non-foreign-invested enterprise is required
to withhold the tax at a rate of 20%.
Pursuant to the Arrangement between the Chinese Mainland and the Hong
Kong Special Administrative Region for the Avoidance of Double Taxation and
the Prevention of Fiscal Evasion with Respect to Taxes on Income ( 《內地和香港
特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》) signed on August 21,
2006, the Chinese government may impose tax on dividends paid by a Chinese
company to a resident of the Hong Kong Special Administrative Region
(including natural person and legal entity), but such tax will not exceed 10% of
the total amount of the dividends payable. If a Hong Kong resident directly holds
25% or more of the equity interest in a Chinese company, such tax will not exceed
5% of the total dividends payable by the Chinese company. The Fifth Protocol to
the Arrangement between the Chinese Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion with Respect to Taxes on Income ( 《內地和香港特
別行政區關於
對所得避免雙重徵稅和防止偷漏稅的安排》第五議定書) effective on December 6,
2019 stipulates that the arrangements or transactions made for the primary
purpose of obtaining the above-mentioned tax benefits are not subject to the
above-mentioned provisions.
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2. Corporate investors
According to the Enterprise Income Tax Law of the PRC ( 《中華人民共和國
企業所得稅法》) that was amended and came into effect on December 29, 2018,
and the Regulations for the Implementat ion of the Enterprise Income Tax Law of
the PRC ( 《中華人民共和國企業所得稅法實施條例》)t h a tc a m ei n t oe f f e c to n
January 20, 2025, where a non-resident enterprise has not set up any institutions
or establishments in China, or it has don e so, but its income generated in China is
irrelevant to the said institutions or esta blishments, it shall pay the enterprise
income tax on the portion of its income gen erated in China (including dividends
received from a Chinese resident enterprise whose shares are issued and listed in
Hong Kong) and the tax rate is generally 10%. The aforesaid income tax payable
by a non-resident enterprise must be withheld at source. The payer of the income
is the withholding obligator. The withholding tax may be reduced or eliminated
under an applicable treaty for the avoidance of double taxation.
The Notice on the Issues Concerning Wit hholding the Enterprise Income Tax
on the Dividends Distributed by Chine se Resident Enterprises to Overseas
H-share Non-Chinese Resident Enterprise Shareholders (Guo Shui Han [2008]
No. 897) ( 《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所
得稅有關問題的通知》(國稅函[2008]897 號
)) that was promulgated by the SAT and
came into effect on November 6, 2008, fu rther clarifies that with regard to
dividends distributed from profits generated after January 1, 2008, Chinese
resident enterprises must withhold and pay enterprise income tax at a tax rate of
10% on dividends distributed to H-share non-Chinese resident enterprise
shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share
and Other Dividends of Non-resident Enterprises (Guo Shui Han [2009] No. 394)
(《關於非居民企業取得B股等股票股息徵收企業所得稅問題的批覆》(國稅函[2009]
394 號)) that was promulgated by the SAT on July 24, 2009, further provides that
any Chinese resident enterprise liste d on any overseas stock exchange must
withhold enterprise income tax at a rate of 10% on dividends distributed to
non-Chinese resident enterprise shar eholders. Such tax rates may be further
changed pursuant to the tax treaty or agreement that China has concluded with a
relevant jurisdiction, where applicable.
Pursuant to the Arrangement between the Chinese Mainland and the Hong
Kong Special Administrative Region for the Avoidance of Double Taxation and
the Prevention of Fiscal Evasion with Respect to Taxes on Income ( 《內地和香港
特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》) signed on August 21,
2006, the Chinese government may impose tax on dividends paid by a Chinese
company to a Hong Kong resident (including natural person and legal entity), but
such tax will not exceed 10% of the total amount of the dividends payable. If a
Hong Kong resident directly holds 25% or more of the equity interest in a Chinese
company, such tax will not exceed 5% of the total dividends payable by the
Chinese company. The Fifth Protocol to the Arrangement between the Chinese
Mainland and the Hong Kong Special Administrative Region for the Avoidance
of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes
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on Income ( 《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安
排》第五議定書) effective on December 6, 2019 stipulates that the arrangements
or transactions made for the primary purpose of obtaining the above-mentioned
tax benefits are not subject to the above-mentioned provisions. The application of
the dividend clause of tax treaties shall be subject to the PRC tax laws and
regulations, such as the Notice of the SAT on the Issues Concerning the
Application of the Dividend Clauses of Tax Treaties ( 《國家稅務總局關於執行稅收
協定股息條款有關問題的通知》).
3. Tax treaties
Non-Chinese resident investors residing in countries that have entered into
treaties for the avoidance of double taxation with China or residing in Hong Kong
or Macao Special Administrative Region are entitled to preferential tax rates on
dividends received by such investors from the Chinese companies. China has
entered into arrangements for the avoidance of double taxation with Hong Kong
and Macao Special Administrative Region, respectively, and has entered into
treaties for the avoidance of double taxation with certain other countries,
including but not limited to Austra lia, Canada, France, Germany, Japan,
Malaysia, the Netherlands, Singapore, the United Kingdom and the United
States. A non-Chinese resident enterprise entitled to a preferential tax rate under a
relevant income tax treaty or arrangement may apply to China tax authorities for
a refund of the difference between the amount of tax withheld and the amount of
tax calculated according to the treaty rate.
Pursuant to the Administrative Measures on Entitlement of Non-resident
Taxpayers to Preferential Treatment un der Tax Treaties (SAT Announcement No.
35 in 2019) (《非居民納稅人享受協定待遇管理辦法》（國家稅務總局公
告2019 年第35
號）), which was promulgated by the SAT on October 14, 2019 and became
effective on January 1, 2020, non-resident taxpayers are entitled to preferential
treatment under the tax treaties through s elf-determination, self-declaration and
keeping and documenting relevant information for inspection. Where a
non-resident taxpayer self-assesses and con cludes that it satisfies the criteria for
claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration
or at the time of withholding declaration through a withholding agent,
simultaneously gather and retain the relevant materials pursuant to the
regulations for future inspection, and be subject to subsequent administration
by tax authorities.
(II) Taxes on Income from Transfer of Equity
1. VAT and local surtax
Pursuant to the Circular of the MOF and the SAT on Comprehensively
Promoting the Pilot Programme of the Co llection of VAT in Lieu of Business Tax
(Cai Shui [2016] No.36) ( 《財政部、國家稅務總局關於全面推開營業稅改徵增值稅
試點的通知》（財稅[2016]36 號）(the ‘‘Circular 36 ’’)) that was promulgated by the
MOF and the SAT on March 23, 2016 and amended on July 11, 2017, December
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25, 2017 and March 20, 2019 respectively, the entities and individuals that sell
services, intangible assets or immovable properties within the territory of the PRC
are value-added tax payers, and shall pay value-added tax instead of business tax.
Circular 36 also provides that transfer of financial products, including transfer of
the ownership of marketable securities, shall be subject to value-added tax at 6%
on the taxable income.
Meanwhile, the taxpayers of value-added tax are also subject to urban
maintenance and construction tax, education surtax and local education surtax.
(III) Income Tax
1. Individual investors
According to the Individual Income Tax Law of the PRC ( 《中華人民共和國
個人所得稅法》) and its implementation regulat ions, individuals shall pay the
individual income tax at the rate of 20% on their income from the sale of equity in
Chinese resident enterprises. In accordance with the Circular of the Declaring that
Individual Income Tax Continues to Be Exempted over Income of Individuals
from Transfer of Shares (Cai Shui Zi [1998] No. 61) ( 《財政部及國家稅務
總局關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》（財稅字[1998]61 號）)
(hereinafter referred to as ‘‘ No. 61 Circular ’’) that was promulgated by the MOF
and the SAT on March 30, 1998, from January 1, 1997, income of individuals
from the transfer of shares of listed companies remain exempt from individual
income tax. According to t he Announcement on the Catalogue of Preferential
Individual Income Tax Policies with Continued Effect (Announcement No. 177 of
the MOF and the SAT in 2018) ( 《財政部、國家稅務總局關於繼續有效的個人所得
稅優
惠政策目錄的公告》（財政部稅務總局公告2018 年第177號）) promulgated by
the MOF and the SAT on December 29, 2018, the No. 61 Circular will remain
effective.
According to the Circular on Relevant Issues Concerning the Collection of
Individual Income Tax over the Income Received by Individuals from Transfer of
Listed Shares Subject to Sales Limitation (Cai Shui [2009] No.167) ( 《關於個人轉讓上
市公司限售股所得徵收個人所得稅有關問題的通知》（財稅[2009]167號）)p r o m u l g a t e d
by the MOF, the SAT and the CSRC on December 31, 2009, individuals’ income
from transferring at Shanghai Stock Exchange or Shenzhen Stock Exchange the
shares of a listed company acquired from the public offerings of the company or
from the transfer market shall continuously be exempt from the individual income
tax, except for the relevant shares which are subject to sales restriction as defined
in the Supplementary Circular on Relevan t Issues Concerning the Collection of
Individual Income Tax over the Income Received by Individuals from Transfer of
Listed Shares Subject to Sales Limitation (Cai Shui [2010] No.70) ( 《關於個人轉讓上
市公司限售股所得徵收個人所得稅有關問題的補充通知
》（財稅[2010]70號）)j o i n t l y
issued by the three aforementioned authorities on November 10, 2010.
According to the Announcement of the SAT, the MOF and the CSRC on
Matters Relating to Further Improving the Collection and Management of
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Individual Income Tax over the Income Received by Individuals from Transfer of
Listed Shares Subject to Sales Limitation (Announcement No. 14 of the SAT, the
MOF and the CSRC in 2024) ( 《關於進一步完善個人轉讓上市公司限售股所得個人
所得稅有關徵管服務事項的公告》（國家稅務總局財政部中國證監會公告2024 年第14
號）), the tax payment place for the indivi dual income tax on the income received
by individuals from the transfer of listed shares subject to sales limitation shall be
the place where the listed company that issued the shares subject to sales
limitation is located.
As of the Latest Practicable Date, the aforesaid provision has not expressly
provided that individual income tax shall be collected from non-resident
individuals on the sale of shares of PRC-resident enterprises listed on overseas
stock exchanges (for example, the Stock Exchange).
2. Corporate investors
According to the Enterprise Income Tax Law of the PRC ( 《中華人民共和國
企業所得稅法》) and its implementation regulations, where a non-Chinese resident
enterprise has not set up any institutio ns or establishments in China, or it has
done so but its income generated in China is irrelevant to the said institutions or
establishments, it shall pay the enterpri se income tax on the portion of its income
generated in China (including gains from the disposal of shares of Chinese
resident enterprises) and the tax rate i s generally 10%. Such tax may be reduced or
eliminated under applicable tax treat ies or arrangements. Pursuant to the
Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax T reaties (SAT Announcement No. 35 in
2019) (《非
居民納稅人享受協定待遇管理辦法》（國家稅務總局公告2019 年第35號）),
preferential treatment under tax treatie s refers to the enterprise income tax and
individual income tax payable according t o the provisions of the tax laws in China
may be reduced or exempted.
3. Tax policies for Shanghai — Hong Kong Stock Connect
On October 31, 2014, the MOF, the SAT and the CRSC jointly promulgated
the Circular on the Relevant Taxation Policy for the Pilot Programme of an
Interconnection Mechanism for Transactions in the Shanghai and Hong Kong
Stock Markets (Cai Shui [2014] No.81) ( 《關於滬港股票市場交易互聯互通機制試
點有關稅收政策的通知》（財稅[2014]81 號）) (hereinafter referred to as ‘‘ Shanghai —
Hong Kong Stock Connect Taxation Policy ’’). Pursuant to the Shanghai — Hong
Kong Stock Connect Taxation Policy, the income from the transfer price
difference obtained by corporate investors of the Chinese Mainland investing in
stocks listed on the Stock Exchange through Shanghai — Hong Kong Stock
Connect is included in their total income and enterprise income tax is levied on
such income in accordance with the law. The income from dividends and bonuses
obtained by corporate investors of the Chinese Mainland investing in stocks listed
on the Stock Exchange through Shanghai — Hong Kong Stock Connect is
included in their total income. The enterp r i s ei n c o m et a xi sl e v i e do ns u c hi n c o m e
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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in accordance with the law. Among them, enterprise income tax will be exempt
according to law for income from divid ends and bonuses obtained by resident
enterprises of the Chinese Mainland that h old H Shares for at least 12 consecutive
months. The H-share companies do not need to withhold tax on the income from
dividends and bonuses obtained by corporate investors of the Chinese Mainland.
The tax payable shall be declared and paid by the enterprises themselves.
For dividends and bonuses obtained by individual investors of the Chinese
Mainland investing in H Shares listed on the Stock Exchange through Shanghai —
Hong Kong Stock Connect, the H-share companies shall apply to China Securities
Depository and Clearing Corporation Limited ( 中國證券登記結算有限責任公司)
(hereinafter referred to as ‘‘ CSDC ’’) for provision by the CSDC to the H-share
companies the register of individual investors of the Chinese Mainland. The
H-share companies shall withhold individual income tax at a rate of 20%.
4. Tax policies for Shenzhen — Hong Kong Stock Connect
On November 5, 2016, the MOF, the SAT and the CRSC jointly issued the
Circular on the Relevant Taxation Policy for the Pilot Programme of an
Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong
Stock Markets (Cai Shui [2016] No. 127) ( 《關於深港股票市場交易互聯互通機制試
點有關稅收政策的通知》（財稅[2016]127 號）) (hereinafter referred to as ‘‘ Shenzhen
— Hong Kong Stock Connect Taxation Policy ’’). Pursuant to the Shenzhen —
Hong Kong Stock Connect Taxation Policy, the income from the transfer price
difference obtained by corporate investors of the Chinese Mainland investing in
stocks listed on the Stock Exchange through Shenzhen — Hong Kong Stock
Connect is included in their total income and enterprise income tax is levied on
such income in accordance with the law. The income from dividends and bonuses
obtained by corporate investors of the Chinese Mainland investing in stocks listed
on the Stock Exchange through Shenzhen — Hong Kong Stock Connect is
included in their total income. The enterp r i s ei n c o m et a xi sl e v i e do ns u c hi n c o m e
in accordance with the law. Enterprise income tax will be exempt according to law
for income from dividends and bonuses obtained by resident enterprises of the
Chinese Mainland that hold H Shares for at least 12 consecutive months. The
H-share companies do not need to withhold tax on the income from dividends and
bonuses obtained by corporate investors of the Chinese Mainland. The tax
payable shall be declared and paid by the enterprises themselves.
For dividends and bonuses obtained by individual investors of the Chinese
Mainland investing in the H Shares listed on the Stock Exchange through
Shenzhen — Hong Kong Stock Connect, the H-share companies shall apply to the
CSDC for provision by the CSDC to the H-share companies the register of
individual investors of the Chinese Mainland, and the H-share companies shall
withhold individual income tax at a rate of 20%.
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--- page 336 ---
(IV) Stamp Duty
In accordance with the Stamp Tax Law of the PRC ( 《中華人民共和國印花稅法》)
that was promulgated on June 10, 2021 and came into effect on July 1, 2022, the
entities and individuals that conclude ta xable certificates, or conduct securities
transactions within the territory of the P RC shall be taxpayers of stamp tax, and shall
pay stamp tax in accordance with the provisions of this law. Where entities or
individuals, outside the territory of the PRC, conclude taxable certificates that are used
within the territory of the PRC, they shall pay stamp tax in accordance with the
provisions of this law.
(V) Estate Duty
As of the date of this prospectus, China currently has not imposed any estate tax.
II. FOREIGN EXCHANGE ADMINISTRATION REGULATIONS IN THE PRC
The principal regulations governing foreign currency exchange in the PRC is the
Regulations of the PRC on Foreign Exchange Administration which was promulgated by
the State Council on January 29, 1996, became effective on April 1, 1996 and was
subsequently amended on January 14, 1997 a nd August 5, 2008 and the Regulations on the
Administration of Settlement, Sale and Payment of Foreign Exchange ( 《結匯、售匯及付匯
管理規定》) which was promulgated by the PBOC on June 20, 1996 and became effective on
July 1, 1996. Pursuant to these regulations an d other PRC rules and regulations on currency
conversion, Renminbi is generally freely conv ertible for payments of current account items,
such as trade and service-related foreign exch ange transactions and dividend payments, but
not freely convertible for capital accoun t items, such as direct investment, loan or
investment in securities outside China unless prior approval of the SAFE or its local
counterparts is obtained.
According to the relevant laws and regulati ons in the PRC, PRC enterprises (including
foreign investment enterprises) which need foreign exchange for current item transactions
may, without the approval of the foreign exch ange administrative authorities, effect
payment through foreign exchange accounts opened at financial institutions that carries
business of foreign exchange settlement and sale by presenting valid documentation.
Foreign investment enterprises which need foreign exchange for the distribution of profits
to their shareholders and PRC enterprises which, in accordance with regulations, are
required to pay dividends to their shareholder s in foreign exchange may, on the strength of
resolutions of the board of directors or the shareholders’ general meetings on the
distribution of profits, effect payment from foreign exchange accounts or with the
purchased foreign exchange at designated foreign exchange banks.
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On December 26, 2014, the SAFE issued the C ircular of the State Administration of
Foreign Exchange on Issues concerning the Administration of Foreign Exchange Involved
in Overseas Listing (Hui Fa [2014] No. 54) ( 《國家外匯管理局關於境外上市外匯管理有關問
題的通知》（匯發[2014]54 號）), pursuant to which a domestic company shall, within 15
working days upon the end of its overseas public offering, handle registration formalities
for overseas listing with the foreign exchange au thority at its place of registration with the
required materials. Funds raised by a domes tic company through overseas listing may be
transferred back or deposited overseas, and the use of such funds shall be consistent with
those contents mentioned in publicly disclosed documents such as the prospectus.
On February 13, 2015, the SAFE issued the Notice of the SAFE on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment (Hui Fa [2015] No. 13) ( 《國家外匯管理局關於進一步簡化和改進直接投資外匯管
理政策的通知》（匯發[2015]13 號）), which came into effect on June 1, 2015 and was partially
repealed on December 30, 2019. The notice has cancelled the approval of foreign exchange
registration under domestic direct investment and the approval of foreign exchange
registration under overseas direct investme nt. Instead, banks shall directly examine and
handle foreign exchange registration unde r domestic direct investment and foreign
exchange registration under overseas direct investment, and the SAFE and its local
counterparts shall indirectly regulate the foreign exchange registration of direct investment
through banks.
According to the Circular of the SAFE on Reforming and Regulating Policies for the
Administration over Foreign Exchange Settlement of Capital Accounts (Hui Fa [2016]
No. 16) (《國家外匯管理局關
於改革和規範資本項目結匯管理政策的通知》（匯發[2016]16 號）)
issued by the SAFE on June 9, 2016, the foreign exchange receipts under capital accounts of
domestic institutions are subject to discretion ary settlement policies. The foreign exchange
receipts under capital accounts (including foreign exchange capital, foreign debts, and
repatriated funds raised through overseas lis ting) subject to discretionary settlement as
expressly prescribed in the relevant policie s may be settled with banks according to the
actual need of the domestic institutions for bu siness operation. Dome stic institutions may,
at their discretion, settle up to 100% of foreign exchange receipts under capital accounts for
the time being. The SAFE may adjust the above proportion in due time according to
international bal ance of payments.
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I. PRC LEGAL SYSTEM
The PRC legal system is composed of the Constitution, laws, administrative
regulations, local regulations, separate regulations, rules and regulations of departments
of the State Council, rules and regulations of local governments, autonomous regulations,
separate regulations of autonomous regions and international treaties of which the PRC
government is a signatory. Court judgments do not constitute binding precedents, although
they may be used for the purpose of judicial reference and guidance.
Pursuant to the Constitution of the People’s Republic of China ( 《中華人民共和國憲
法》) (hereinafter referred to as the ‘‘Constitution’’, promulgated on December 4, 1982, and
last amended and took effect on March 11, 2 018) and the Legislative Law of the People’s
Republic of China ( 《中華人民共和國立法法》) (adopted on July 1, 2000 and amended on
March 15, 2023, hereinafter referred to as the ‘‘ Legislation Law ’’), the NPC and the NPC
Standing Committee are empowered to exercise the legislative power of the State. The NPC
has the power to formulate and amend the basic laws governing criminal and civil matters,
State institutions and other matters. The NPC Standing Committee formulates and amends
laws other than those required to be formulated by the NPC, and partially supplements and
amends laws formulated by the NPC during its adjournment, provided that such
supplements and amendments shall not be in conflict with the principles of such laws.
The State Council is the highest administrative organs of the state, and has the power
to enact administrative regulatio ns under the Constitution and laws.
People’s congresses of provinces, autonomous regions and municipalities directly
under the central government and their standing committees may formulate local
regulations based on the specific circumstances and needs of their respective
administrations, provided that such local regulations shall not be in conflict with the
Constitution, laws or administrative regulations.
The ministries, commissions, PBOC, the National Audit Office of the People’s
Republic of China, and the National Supervisory Commission of the People’s Republic of
China with administrative functions, may fo rmulate rules and regulations within the
jurisdiction of their respective departm ents based on the laws and administrative
regulations, decisions and rulings of the Sta te Council. In order to implement the laws,
administrative regulations and decisions and rulings of the State Council, provisions of
rules and regulations within the jurisdiction are formulated.
People’s congresses of cities with distric ts and their standing committees may enact
local regulations based on the specific circum stances and actual needs which shall come into
effect upon approval from the respective sta nding committees of the people’s congresses of
the provinces and autonomous regions, provided that such local regulations shall not be in
conflict with the Constitution, laws, and administrative regulations.
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People’s congresses of autonomous regions may enact autonomous regulations and
separate regulations in the light of the political , economic and cultural characteristics of the
local nationalities, which shall come into effect upon approval by the NPC Standing
Committee. Adaptations of provisions of l aws and administrative regulations may be
introduced to the autonomous regulations and separate regulations so long as they do not
contravene the basic principles of the laws or administrative regulations, and no
adaptations shall be made to the specific provisions on national autonomous areas in the
Constitution and the law of regional ethnic autonomy, as well as other relevant laws and
administrative regulations.
People’s governments of provinces, auto nomous regions and municipalities directly
under the central government and larger cit ies may formulate rules according to laws,
administrative regulations and relevant local regulations.
The Constitution of the People’s Republic of China is basis of the PRC legal system
and has supreme legal authority, and no laws, administrative regulations, local regulations,
autonomous regulations or separate regulat ions may contravene the Constitution. The
hierarchy of laws is higher than that of administrative regulations, local regulations, and
rules. The hierarchy of administrative regulations is higher than that of local regulations
and rules. The hierarchy of local regulations is higher than that of the rules of the local
governments at or below the corresponding level. The hierarchy of the rules enacted by the
people’s governments of the provinces or autonomous regions is higher than that of the
rules enacted by the people’s governments of cities and autonomous prefectures with
districts within the administrative areas of the provinces and the autonomous regions.
The NPC has the power to alter or annul any inappropriate laws enacted by the NPC
Standing Committee, and to annul any autonomous regulations or separate regulations
which have been approved by the NPC Standing Committee but which contravene the
Constitution or the Legislation Law. The NPC Standing Committee has the power to annul
any local regulation that contravenes the Constitution, laws or administrative regulations,
and to annul any autonomous regulation or separate regulation which has been approved
by NPC Standing Committee of the relevant provinces, autonomous regions or
municipalities directly under the central government but contravene the Constitution and
the Legislation Law. The State Council has th e power to alter or annul any inappropriate
ministerial rules and rules of local governments. The people’s congresses of provinces,
autonomous regions or municipalities directly under the central government have the power
to alter or annul any inappropriate local regulations enacted or approved by their respective
standing committees. The people’s governments of provinces and autonomous regions have
the power to alter or annul any inappropriate rules enacted by the people’s governments at
the lower level.
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According to the Constitution, the authority of the interpretation of laws shall be
vested to the NPC Standing Committee. Acco rding to the Decision of the Standing
Committee of National People’s Congress Regarding the Strengthening of Interpretation of
Laws (《全國人民代表大會常務委員會關於加強法律解釋工作的決議》)p a s s e do nJ u n e1 0 ,
1981, interpretation on the application of laws and decrees in court trails and the
procuratorial work of the procuratorates shall be given by the Supreme People’s Court and
the Supreme People’s Procuratorate of the PRC ( 中華人民共和國最高人民檢察院),
respectively. Interpretation of the laws and decrees unrelated to trials and procuratorial
work shall be given by the State Council and the competent ministries and commissions.
In the case that clarification or additional provisions shall be made for the local
regulations, the standing committees of the people’s congresses of provinces, autonomous
regions and municipalities directly under the central government which enacted such
regulations shall give the interpretatio n or formulate the additional provisions.
Interpretation on the application of local regulations shall be given by the competent
departments under the people’s government of the respective provinces, autonomous
regions and municipalities directly under the central government.
II. PRC JUDICIAL SYSTEM
Under the Constitution of the People’s Republic of China and the Organic Law of the
People’s Court of the People’s Republic of China ( 《中華人民共和國人民法院組織法》)w h i c h
was promulgated on July 5, 1979, implemented on January 1, 1980 and last amended on
October 26, 2018 and took effect on January 1, 2019, the judicial system in PRC is made up
of the Supreme People’s Court, the local peopl e’s courts, military courts and other special
people’s courts.
The local people’s courts are comprised of the basic people’s courts, the intermediate
people’s courts and the higher people’s courts. The basic people’s courts may be organized
into civil, criminal, and economic tribunals. The intermediate people’s courts may be
organized into divisions similar to those of the basic people’s courts, and may be further
organized into other special divisions. The peo ple’s courts at lower levels are subject to the
supervision of the people’s courts at higher levels. The Supreme People’s Court is the
highest judicial organ of the PRC and it has the power to supervise the administration of
justice by the local people’s courts at all levels and all special people’s courts. The people’s
procuratorates also have the right to exercise legal supervision over the trial activities of
people’s courts at same or lower levels.
The people’s courts adopt a ‘‘second instance as final’’ appellate system in the trail of
the cases. A party to the case concerned may appeal against the judgement and ruling of the
first instance by the local people’s courts to the people’s courts at the next higher level in
accordance with the legal procedures. The people’s procuratorates may appeal to the
people’s court at the next higher level in accordance with the legal procedures. In the
absence of any appeal by any parties to the case concerned or any appeal by the people’s
procuratorates within the stipulated period, the judgement and ruling of the first instance
by the local people’s courts shall be final and legally binding. Judgements and rulings of the
second instance of the intermediate people’s courts, the higher people’s courts and Supreme
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People’s Court and the judgements and rulings of the first instance of the Supreme People’s
Court shall be the final judgements and rulings. If, however, the Supreme People’s Court
finds some definite errors in a legally effectiv e judgement, ruling or conciliation statement
of the people’s court at any level, or if the peop le’s court at a higher level finds such errors
in a legally effective judgement, ruling or con ciliation statement of the people’s court at a
lower level, it has the authority to review the case itself or to direct the lower-level people’s
court to conduct a retrial. If the chief judge of all levels of people’s courts finds some
definite errors in a legally effective judge ment, ruling or conciliation statement, and
considers that a retrial is preferred, such case shall be submitted to the judicial committee of
the people’s court at the same level for discuss ion and decision. For death penalties, except
those judged by the Supreme People’s Court, requests shall be submitted to the Supreme
People’s Court for approval.
T h eC i v i lP r o c e d u r eL a wo ft h eP R C( 《中華人民共和國民事訴訟法》) (hereinafter
referred to as the ‘‘ Civil Procedure Law ’’), which was promulgated on April 9, 1991 and last
amended on September 1, 2023 and took effect on January 1, 2024, sets forth the criteria for
instituting a civil case, the jurisdiction of the people’s courts, the procedures to be followed
for conducting a civil action and the procedures for enforcement of a civil judgement or
order. All parties to a civil action conducted within the PRC must comply with the Civil
Procedure Law. Generally, a civil case is initially heard by the people’s court located in the
defendant’s place of domicile. The parties to a contract may, by an express agreement, select
a competent court where civil actions may be brought, provided that the competent court
has jurisdiction over the plaintiff’s or the defendant’s place of residence, the place of
execution of the contract or the place of performance of the contract, or the object of the
action or locations which have substantial connections with the dispute. However, such
selection cannot violate the stipulations of hierarchical jurisdiction and exclusive
jurisdiction in any case.
A foreign individual, a stateless person, a foreign enterprise or a foreign organization
is given the equal litigation rights and oblig ations as a citizen, a legal person or other
organizations in the PRC when initiating acti ons or defending against litigations at a PRC
court. Should foreign courts impose restrictions on the litigation rights of the citizens, legal
persons or other organizations in the PRC, the PRC courts shall impose reciprocal
restrictions on the litigation rights of citizens, enterprises and organizations in that country.
A foreign individual, a stateless person, a for eign enterprise or a foreign organization must
engage a PRC lawyer in case he or it needs to engage a lawyer for the purpose of initiating
actions or defending against litigations at a PRC court. In accordance with the
international treaties to which the PRC is a s ignatory or participant or according to the
principle of reciprocity, a people’s court and a foreign court may request each other to serve
documents, conduct investigation and collect evidence or conduct other actions on its
behalf. All parties to a civil action shall pe rform the legally effective judgements and
r u l i n g s .I fa n yp a r t yt oac i v i la c t i o nr e f u s e st oa b i d eb yaj u d g e m e n to rr u l i n gm a d eb ya
people’s court or an award made by an arbitration tribunal in the PRC, the other party may
apply to the people’s court for the enforcement of the same within two years subject to
application for postponed enforcement or revocation. If a party fails to satisfy within the
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stipulated period a judgement which the court has granted an enforcement approval, the
court may, upon the application of the other party, mandatorily enforce the judgement on
the party.
A party seeking to enforce a judgement or order of a people’s court against a party who
is not located within the PRC and does not own any property in the PRC, may apply to a
foreign court with proper jurisdiction for reco gnition and enforcement of the judgement or
order. In the case of an application or request for recognition and enforcement of a legally
effective judgement or order of a foreign co urt, the people’s court shall, after having
examined it in accordance with the internation al treaties entered into or acceded to by the
PRC or with the principle of reciprocity and having arrived at the conclusion that it does
not contravene the primary principles of the laws of the PRC nor violates its sovereignty,
security or social and public interests, recogn ize the validity of the judgement or order, and,
if required, issue a writ of enforcement and enforce it in accordance with the relevant
regulations. If the application or request cont ravenes the primary principles of the laws of
the PRC or violates its sovereignty, security or social and public interests, the people’s court
shall not recognize and enforce it.
III. THE PRC COMPANY LAW, THE OVERSEAS LISTING TRIAL MEASURES AND
THE GUIDELINES ON THE ARTICLES OF ASSOCIATION FOR LISTED
COMPANIES
The Company Law of the PRC which was pro mulgated on December 29, 1993 by the
NPC Standing Committee, last amended on D ecember 29, 2023 and came into effect on July
1, 2024 regulates the organization and operation of companies and protects the legitimate
rights and interests of companies, sharehol ders and creditors. Th e amendment to the PRC
Company Law in 2013 has cancelled the restriction on the minimum registered capital and
replaced the registered paid-up share capital system by the registered subscribed capital
system.
The Trial Administrative Measures for Ove rseas Securities Offering and Listing by
Domestic Companies ( 《境內企業境外發行證券和上市管理試行辦法》) (hereinafter referred
to as the ‘‘ Overseas Listing Trial Measures ’’) promulgated by the CSRC on February 17,
2023 with effect from March 31, 2023 are applicable to the overseas securities offering and
listing by the PRC domestic companies.
The Guidelines on the Articles of Association for Listed Companies (hereinafter
referred to as the ‘‘ Articles Guidelines ’’) last amended by the CSRC on December 15, 2023
with effect from the same date provide guidance f o rt h ec o m p a n y ’ sa r t i c l e so fa s s o c i a t i o n .
General
A joint-stock limited liability compa ny (hereinafter referred to as the ‘‘ company ’’)
refers to a corporate legal person established in China under the PRC Company Law
with independent legal person properties and entitlements to such legal person
properties. The liability of the company is limited to the total amount of all assets it
owns and the liability of its shareholders is limited to the extent of the shares they
subscribe for.
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Incorporation
A company may be incorporated by promotion or subscription. A company may
be incorporated by a minimum of one but no more than 200 promoters, and at least
half of the promoters must have domicile in the PRC. Companies incorporated by
promotion are companies with the registered capital entirely subscribed for by the
promoters. Where companies are incorporated by subscription, the promoters are
required to subscribe for not less than 35% of the total number of shares of a company
unless otherwise stipulated by laws and re gulations, and the remaining shares can be
offered to the public or specific persons, unless otherwise required by law.
For a company incorporated by promotion, the registered capital shall be the
total capital subscribed for by all promoters as registered with the company
registration authority. The promoters shall subscribe in writing for the shares
required to be subscribed for by them and pay up their capital contributions under
the company’s articles of association. Proc edures relating to the transfer of title to
non-monetary property shall be duly completed if such assets are to be contributed as
capital. Promoters who fail to pay up their capital contributions in accordance with the
foregoing provisions shall assume default liabilities in accordance with the covenants
set out in the promoters’ agreement. After the promoters have subscribed for the
capital contribution under the company’s articles of association, a board of directors
and a Supervisory Committee shall be elected and the board of directors shall apply for
registration of establishment by filing the company’s articles of association with the
company registration authority, and other documents as required by the law or
administrative regulations. The company sh all not raise capital from others before the
promoters fully pay the capital subscribed by them; for companies established by
public subscription, the registered capit al is the amount of total paid-up capital as
registered with the company registration authority.
After the subscription monies for the issued shares have been paid in full, a capital
verification institution established under PRC law must be engaged to conduct a
capital verification and furnish a certific ate thereof. The promoters shall convene an
inaugural meeting within 30 days from the date of full payment of the subscription
monies in respect of the issued shares, and shall notify all subscribers or make a public
announcement of the date of the inaugural meeting 15 days prior to the holding of such
meeting.
The inaugural meeting may be convened only with the presence of shareholders
holding shares representing more than 50% of the total issued shares of the company.
At the inaugural meeting, matters including the adoption of the company’s draft
articles of association proposed by the promoter(s) and the election of the board of
directors and the Supervisory Committee of the company will be dealt with. All
resolutions of the meeting require the approval of subscribers with more than half of
the voting rights present at the meeting.
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Within 30 days after the conclusion of the inaugural meeting, the board of
directors shall authorize representatives to apply for registration with the company
registration authority. The company is formally established and has the status of a
legal person after the approval for registration has been given and a business license
has been issued by the relevant registration a uthority. Where after the incorporation of
a company, a promoter fails to pay in full the subscription monies in accordance with
the provisions of the company’s articles o f association, he/she shall pay them in full
and the other promoters shall bear joint and s everal liabilities. Where it is discovered
that the actual evaluation of the non-currency property used as capital contributions
for the incorporation of the company is obvio usly less than the evaluation prescribed
by the company’s articles of association, the promoters shall make up the difference;
and the other promoters shall bear joint and several liabilities.
If the shares required to be issued at the t i m eo ft h ee s t a b l i s h m e n to fac o m p a n y
are not fully subscribed, or if, after the full payment for the issued shares, the
promoters fail to convene the inaugural meeting within 30 days, any subscriber may
demand the promoters to refund their subscri ptions, plus the interest calculated based
on the bank interest rate for the corresponding period.
In cases where the company is not established, the legal consequences shall be
borne by the shareholders at the time of e stablishment; if there are two or more
shareholders at the time of establishment, th ey shall have joint and several claims and
bear joint and several liabilities.
If a shareholder at the time of establishm ent causes harm to another person due to
performance of its responsibilities for th e establishment of the company, the company
or other faultless shareholders may seek to r ecover any resulting compensation liability
borne by them from the shareholder at fault.
Share capital
The promoters may make capital contribution in currencies, or non-monetary
assets such as in kind, intellectual property rights or land use rights which can be
a p p r a i s e dw i t hm o n e t a r yv a l u ea n dt r a n s f e r r e dl a w f u l l y ,e x c e p tf o ra s s e t sw h i c ha r e
prohibited from being contributed as capital by the laws or administrative regulations.
If a capital contribution is made in non-monetary assets, a valuation of the assets
contributed must be carried out in accor dance with the laws or administrative
regulations on valuation without any over-valuation or under-valuation.
Shares shall be issued in a fair and equitable manner. The same class of shares
must carry equal rights. Shares of the same class issued at the same time must be issued
on the same conditions and at the same price. The same price per share shall be paid by
a subscriber, an entity or an individual, and shall be equal to or greater than the
nominal value of the share and shall not be less than the nominal value.
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A PRC domestic company shall file with the CSRC before offering its shares to
the public overseas. Pursuant to the Overseas Listing Trial Measures, the target
investors for overseas issuance and listing of a domestic company shall be overseas
investors, except as in compliance with the Overseas Listing Trial Measures or
otherwise provided by the state.
Under the PRC Company Law, a company shall prepare a shareholder register
and place it within its premises which sets forth the following matters:
(i) the name and domicile of each shareholder;
(ii) the classes and quantity of subscribed shares for each shareholder;
(iii) the stock serial numbers for stocks issued in paper form;
(iv) the date on which each shareholder purchased the shares.
Increase in share capital
According to the PRC Company Law, if a company proposes to issue new shares,
resolutions shall be passed at a Shareholders’ general meeting in accordance with the
articles of association to determine the class, amount and issue price of the new shares.
Save for the above-mentioned shareholder approval requirement, for a public
offering of new shares, the PRC Securities Law provides that the company shall:
(i) have a sound organisational structure with satisfactory operating record;
(ii) the company is a going concern;
(iii) the accountants have issued an unquali fied audit report on the financial and
accounting documents of the company for the past three years;
(iv) the company and its controlling shareholders and de facto controllers have
not had any criminal records in the past three years in relation to corruption,
bribery, embezzlement, misappropriation of assets and breach of socialist
market economic order; and
(v) other requirements as prescribed by the securities regulatory authority of the
State Council approved by the State Council.
Pursuant to the PRC Company Law, when the company launches a public
issuance of new shares with the approval of the securities regulatory authorities of the
State Council, it shall publish a document and financial and accounting reports, and
prepare the share subscription form. After the new share issuance has been paid up, a
company must change its registration with the company registration authority and
issue a public notice accordingly.
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Reduction of share capital
A company may reduce its registered capital in accordance with the following
procedures prescribed by the PRC Company Law:
(i) the company shall prepare a balance sheet and an inventory of the assets;
(ii) the reduction of registered capital must be approved by shareholders in a
Shareholders’ general meeting;
(iii) the company shall inform its creditor s of the reduction in registered capital
within ten (10) days and publish an announcement of the reduction in the
newspaper or the National Enterprise Credit Information Publicity System
within thirty (30) days after the resolution approving the reduction has been
passed;
(iv) the creditors of the company may within the statutory prescribed time limit
require the company to pay its debts or provide guarantees covering the
debts; the creditors shall, within thir ty (30) days from the date they receive
the written notice, or within forty five (45) days from the date the
announcement is made in the case of those who have not received such
written notice, have the right to claim full repayment of their debts or
provision of a corresponding guarantee from the company; and
(v) the company must apply to the company registration authority for
registration of the reduction in registered capital.
Repurchase of shares
A company may not repurchase its own shares other than for one of the following
purposes:
(i) reducing the registered capital of the company; or
(ii) merging with another company that hold shares in the company; or
(iii) grant of shares for the staff shareh olding scheme or as share incentives; or
(iv) shareholders who disagree with the resolutions for the merger and separation
of the company made in a Shareholders’ general meeting may demand the
company to purchase their shares; or
(v) utilising the Shares for conversion of corporate bonds which are convertible
into shares issued by the listed companies; or
(vi) where it is necessary for the listed companies to safeguard its value and
shareholders’ interests.
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Where the company needs to purchase its own shares under any of the
circumstances set out in clauses (i) and (ii) under the preceding article, it shall be
subject to a resolution of a Shareholders’ general meeting. Where the company needs
to purchase its own shares under any of the c ircumstances set out in clauses (iii), (v)
and (vi) under the preceding article, it sha ll be made as prescribed by the articles or
under the authorisation by a Shareholders’ general meeting and approved by way of a
resolution at the board meeting attended by more than two thirds of the directors of
the company.
After the company purchases its own shares under the circumstance set out in
clauses (i), it shall cancel the purchased shares within 10 days after the purchase; while
under either circumstance set out in clauses (ii) or (iv), transfer them or write them off
within six months; while under any of the cir cumstances set out in clauses (iii), (v) or
(vi), the aggregate number of shares of the company held by itself shall not exceed 10%
of its total shares in issue and the company shall transfer them or write them off within
three years.
A listed company purchasing its own shares shall perform the obligation of
information disclosure. A listed company purchasing its own shares under any of the
circumstances set out in clauses (iii), (v) an d (vi) shall carry out trading in a public and
centralised manner.
A company may not accept its own shares as the subject matter of a mortgage.
Transfer of shares
Shares may be transferred in accordance wi th the relevant laws and regulations.
According to the PRC Company Law, a shareholder may transfer his shares on a
stock exchange established in accordance with laws or by any other means as required
by the State Council. Stocks may be transferred after the shareholders endorse the
back of the share certificates or in any other manner specified by the laws or
administrative regulations. Following the t ransfer, the company shall enter the names
and addresses of the transferees into its share register. No changes of registration in the
share register described above shall be effected during a period of 20 days prior to
convening a shareholders’ general meeting or five days prior to the record date for the
purpose of determining entitlements to dividend distributions, subject to any otherwise
stipulated legal provisions on the registration of changes in the share register of listed
companies.
According to the PRC Company Law, Shares of the company issued prior to the
public issue of shares may not be transferred within one year of the date of the
company’s listing on a stock exchange. Where any laws, administrative regulations, or
the securities regulatory authority under the State Council have other provisions
regarding the transfer of shares of a listed company by its shareholders or actual
controllers, those provisions shall prevail. Directors, supervisors and the senior
management of a company shall declare to the company their shareholdings in it and
any changes in such shareholdings. During their terms of office, they may transfer no
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more than 25% of the total number of shares they hold in the company every year.
They shall not transfer the shares they hold within one year of the date of the
company’s listing on a stock exchange, nor within six months after they leave their
positions in the company. The articles of association may set out other restrictive
provisions in respect of the transfer of shares in the company held by its directors,
supervisors and the senior management.
Shareholders
Under the PRC Company Law and the Articles Guidelines, the rights of holders
of ordinary shares of a joint stock limited company include the rights:
(i) to attend or appoint a proxy to attend shareholders’ general meetings and to
exercise the voting rights;
(ii) to transfer the shares according to th e laws and administrative regulations
and the articles of association;
(iii) to inspect the articles of associatio n, shareholder register, counterfoil of
company debentures, minutes of sha reholders’ general meetings, board
resolutions, resolutions of the Supervisory Committee and financial and
accounting reports and to make suggestions or inquiries in respect of the
company’s operations;
(iv) to petition the people’s court to revoke any resolution passed at a
shareholders’ general meeting or a meeting of board of directors if the
content of such resolution is in violation of the articles of association;
(v) to receive dividends and other types of interest distributing in respect of the
number of shares held;
(vi) to receive residual properties of the company in proportion to their
shareholdings upon the terminating or liquidation of the company; and
(vii) any other shareholders’ rights p rovided for in laws, administrative
regulations, other regulatory documents and the articles of association of
the company.
The obligations of shareholders include the obligation to abide by the company’s
articles of association, to pay the subscription monies in respect of the shares
subscribed for, to be liable for the company ’s debts and liabilities to the extent of the
amount of subscription monies agreed to be paid in respect of the shares taken up by
them and any other shareholder obligatio n specified in laws, administrative
regulations, regulatory documents and the articles of association.
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Shareholders’ general meeting
The Shareholders’ general meeting is the organ of authority of the company,
which exercises its powers in accordance with the PRC Company Law. The
Shareholders’ general meeting may exercise its powers:
(i) to elect and remove the directors and supervisors and to decide on the
matters relating to the remuneration of directors and supervisors;
(ii) to review and approve the reports of the board of directors;
(iii) to review and approve the rep orts of the Supervisory Committee;
(iv) to review and approve the company’s profit distribution proposals and loss
recovery proposals;
(v) to decide on any increase or reduction of the company’s registered capital;
(vi) to decide on the issue of corporate bonds;
(vii) to decide on merger, division, dissolution and liquidation of the company or
change of its corporate form;
(viii) to amend the company’s articles of association; and
(ix) to exercise any other authority sti pulated in the articles of association.
The shareholders’ general meeting may authorize the board of directors to make
resolutions regarding the issuance of corporate bonds.
A shareholders’ general meeting is required to be held once every year. An
extraordinary general meeting is required to be held within two months of the
occurrence of any of the following:
(i) the number of directors is less than the number stipulated by the laws or less
than two-thirds of the number specified in the articles of association;
(ii) the outstanding losses of the company reach one-third of the company’s total
paid-in share capital;
(iii) shareholders individually or in aggregate holding 10% or more of the
company’s shares request that an extraordinary general meeting shall be
convened;
(iv) the board de ems necessary;
(v) the Supervisory Committee so requests;
(vi) any other circumstances as provid ed for in the articles of association.
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A shareholders’ general meeting shall be convened by the board of directors, and
presided over by the chairman of the board of directors. In the event that the chairman
is incapable of performing or is not performing his duties, the meeting shall be presided
over by the vice chairman. In the event that the vice chairman is incapable of
performing or is not performing his duties, a director nominated by half or more of the
directors shall preside over the meeting. Where the board of directors is incapable of
performing or is not performing its duties to convene the shareholders’ general
meeting, the Supervisory Co mmittee shall convene and preside over such meeting in a
timely manner. If the Supervisory Committee fails to convene and preside over such
meeting, shareholders individually or in aggregate holding 10% or more of the
company’s shares for 90 days or more consecutively may unilaterally convene and
preside over such meeting.
In accordance with the PRC Company Law, a notice of the general meeting
stating the date and venue of the meeting and the matters to be considered at the
meeting shall be given to all shareholders 20 days before the meeting. A notice of
extraordinary general meeting shall be given to all shareholders 15 days prior to the
meeting.
Under the PRC Company Law, a single shareholder who holds, or several
shareholders who jointly hold, 1% or more of the shares of the company may submit
an interim proposal in writing to the board of directors 10 days before the general
meeting is held. The board of directors shall, within two days upon receipt of the
proposal, notify the other shareholders, and submit the said interim proposal to the
general meeting for deliberation. The content s of the interim proposal shall fall within
the scope of powers of the general meeting, and the proposal shall have a clear agenda
and specific matters on which resolutions are to be made.
The general meeting shall not make resolutions on matters that are not clearly
listed in the notices given to the shareholders.
There is no specific provision in the PRC Company Law regarding the number of
shareholders constituting a quorum i n a shareholders’ general meeting.
Shareholders present at a shareholders’ general meeting have one vote for each
share they hold, except for shareholders of non-ordinary shares, save that shares held
by the company are not entitled to any voting rights. Resolutions of the general
meeting must be passed by more than half of the voting rights held by shareholders
present at the meeting, with the exception of matters relating to merger, division or
dissolution of the company, increase or reduction of registered share capital, change of
corporate form or amendments to the articles of association, which in each case must
be passed by at least two-thirds of the voting rights held by the shareholders present at
the meeting. Where the PRC Company Law and the articles of association provide that
the transfer or acquisition of significant assets or the provision of external guarantees
by the company must be approved by way of resolution of the general meeting, the
directors shall convene a shareholders’ general meeting promptly to vote on such
matters. An accumulative voting system may b e adopted for the election of directors
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and supervisors at the general meeting pursuant to the provisions of the articles of
association or a resolution of the general meeting. Under the accumulative voting
system, each share shall be entitled to the number of votes equivalent to the number of
directors or supervisors to be elected at the general meeting, and shareholders may
consolidate their votes for one or more directors or supervisors when casting a vote.
Minutes shall be prepared in respect of matters considered at the general meeting
and the shareholders attending the meeting shall endorse such minutes by signature.
The minutes shall be kept together with the shareholders’ attendance register and the
proxy forms.
Board of directors
The board of directors of a company shall consist of three or more members, and
may include employee representatives among them. In the case of a company with
three hundred or more employees, except when a Supervisory Committee has been
established including a number of employe e representatives among its members as
required by law, the company’s board of directors shall include employee
representatives among its members. An employee representative on the board of
directors shall be elected by the company’s employees through the employee
representative assembly, employee assembly, or other forms of democratic elections.
The term of a director shall be stipulated in the articles of association, provided that no
term of office shall last for more than three years. A director may serve consecutive
terms if re-elected. A director shall continue to perform his/her duties as a director in
accordance with the laws, administrative regulations and the articles of association
until a duly re-elected director takes office , if re-election is not conducted in a timely
manner upon the expiry of his/her term of office or if the resignation of directors
results in the number of directors being less than the quorum.
Under the PRC Company Law, the board of directors may exercise the following
powers:
(i) to convene shareholders’ general meetings and report on its work to the
shareholders’ general meetings;
(ii) to implement the resolution passed by the shareholders at the shareholders’
general meeting;
(iii) to decide on the company’s operatio nal plans and investment proposals;
(iv) to formulate the company’s profit distribution proposals and loss recovery
proposals;
(v) to formulate proposals for the increase or reduction of the company’s
registered capital and the issue of corporate bonds;
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(vi) to formulate proposals for the merger, division or dissolution of the company
or change of corporate form;
(vii) to decide on the setup of the company’s internal management organs;
(viii) to appoint or dismiss the company’s general manager and decide on his/her
remuneration and, based on the general manager’s recommendation, to
appoint or dismiss any deputy general manager and financial officer of the
company and to decide on their remunerations;
(ix) to formulate the company’s basic management system;
(x) to exercise any other authority stipulated in the articles of association or
granted by the shareholders’ meeting.
Meetings of the board of directors shall be convened at least twice each year.
Notices of meeting shall be given to all directors and supervisors 10 days before the
meeting. Interim board meetings may be proposed to be convened by shareholders
representing more than 10% of the voting rights, more than one-third of the board or
the Supervisory Committee. The chairman s hall convene the meeting within 10 days of
receiving such proposal, and preside over the meeting. The board may otherwise
determine the means and the period of notice for convening an interim board meeting.
Meetings of the board of directors shall be held only if more than half of the directors
are present. Resolutions of the board shall be passed by more than half of all directors.
Each director shall have one vote for a resolution to be approved by the board.
Directors shall attend board meetings in person. If a director is unable to attend for
any reason, he/she may appoint another director to attend the meeting on his/her
behalf by a written power of attorney specifyi ng the scope of authorisation that his/her
representative has. The board of directors shall prepare minutes of the meetings of the
board of directors and such minutes shall be signed by the directors present at the
meeting.
If a resolution of the board of directors violates the laws, administrative
regulations or the articles of association or r esolutions of the general meeting, and as a
result of which the company sustains serious losses, the directors participating in the
resolution are liable to compensate the co mpany. However, if it can be proved that a
director expressly objected to the resolution when the resolution was voted on, and
that such objection was recorded in the minutes of the meeting, such director shall be
relieved from that liability.
Under the PRC Company Law, the following persons may not serve as a director
of a company:
(i) a person who is unable or has limited ab ility to undertake any civil liabilities;
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(ii) a person who has been subjected to criminal punishment for corruption,
bribery, embezzlement or misappropriation of property, or disruption of the
economic order of the socialist market, or who has ever been deprived of
political rights due to a criminal conviction, and five years have not elapsed
since the term of punishment was completed, or in the case of a suspended
sentence, two years have not elapsed since the probation period was
completed;
(iii) a person who has been a former dire ctor, factory manager or manager of a
company or an enterprise that has entered into in solvent liquidation and
who was personally liable for the insolvency of such company or enterprise,
where less than three years have elapsed since the date of the completion of
the bankruptcy and liquidation of the company or enterprise;
(iv) any former legal representative of a company or enterprise which has had its
business license revoked or been ordered to shut down due to any violation of
the law, and where the individual was personally responsible for the
situation, and three years have not elapsed since the date of revocation of
business license or shutdown order; and
(v) a person identified as a subject of enforcement for breach of trust by the
people’s court for failure to repay a significant amount of overdue debts.
Where a company elects or appoints a director to which any of the above
circumstances applies, such election or appointment shall be null and void. A director
to which any of the above circumstances applies during his/her term of office shall be
released of his/her duties by the company.
Under the PRC Company Law, the board shall appoint a chairman and may
appoint a vice chairman. The chairman an d the vice chairman shall be elected with
approval of more than half of all the directors. The chairman shall convene and preside
over board meetings and review the implementation of board resolutions. The vice
chairman shall assist the chairman to perform his/her duties. Where the chairman is
incapable of performing or is not performing his/her duties, the duties shall be
performed by the vice chairman. Where the vice chairman is incapable of performing
or is not performing his/her duties, a director nominated by more than half of the
directors shall perform his/her duties.
A company may, as stipulated in its artic les of association, establish an audit
committee within the board of directors composed of directors to exercise the functions
and powers prescribed for the Supervisory Committee by this Law, without
establishing a Supervisory Committee or supervisors.
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Supervisory committee
A company shall establish a Supervisory Committee composed of three or more
members. The Supervisory Committee consis ts of shareholder representatives and an
appropriate proportion of employee representatives. The actual proportion shall be
determined in the articles of association, provided that the proportion of employee
representatives shall not be less than one-third. Employee representatives at the
Supervisory Committee shall be democratically elected by the company’s staff at the
employees’ representative congress, genera l staff meeting or otherwise. Directors and
senior management shall not concurrent ly serve as supervisors. The Supervisory
Committee shall appoint a chairman and m ay appoint a vice chairman. The chairman
and vice chairman of the Supervisory Committee shall be elected by more than half of
the supervisors.
According to the Reply of the Overseas Listing Department of the CSRC and the
Production System Department of the Sta te Commission for Restructuring the
Economic System on Opinions Concerning the Supplement and Amendment to
Articles of Association by Companies to be Listed in Hong Kong ( 《中國證監會海外上
市部、國家體改委生產體制司關於到香港上市公司對公司章程作補充修改的意見的函》),
the chairman of the Supervisory Committee shall be appointed by more than
two-thirds of the supervisors.
The chairman of the Supervisory Committee shall convene and preside over
Supervisory Committee meetings. Where the chairman of the Supervisory Committee
is incapable of performing or is not performing his/her duties, the vice chairman of the
Supervisory Committee shall convene and preside over Supervisory Committee
meetings. Where the vice chairman of the Supervisory Committee is incapable of
performing or is not performing his/her duties, a supervisor nominated by more than
half of the supervisors shall convene and preside over Supervisory Committee
meetings. Directors and senior management shall not act concurrently as supervisors.
Each term of office of a supervisor is three years and he/she may serve consecutive
terms if re-elected. A supervisor shall continue to perform his/her duties as a
supervisor in accordance with the laws, administrative regulations and the articles of
association until a duly re-elected supervisor takes office, if re-election is not
conducted in a timely manner upon the exp iry of his/her term of office or if the
resignation of supervisors results in the number of supervisors being less than the
quorum.
The Supervisory Committee may exercise its powers:
(i) to review the company’s financial position;
(ii) to supervise the directors and senior management in their performance of
their duties and to propose the removal of directors and senior management
who have violated any laws, regulations, the articles of association or
shareholders’ resolutions;
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(iii) to require the directors and senior m anagement to rectify their actions when
such actions are detrimental to the company’s interests;
(iv) to propose the convening of extraordinary shareholders’ general meetings
and to convene and preside over shareholders’ general meetings when the
board fails to perform the duty of convening and presiding over
shareholders’ general meetings under the PRC Company Law;
(v) to submit proposals to the shareholders’ general meetings;
(vi) to bring actions against the director s and senior management pursuant to the
relevant provisions of the PRC Company Law; and
(vii) to exercise any other authority sti pulated in the articles of association.
Supervisors may be present at board meetings and make inquiries or proposals in
respect of the resolutions of the board. The Supervisory Committee may investigate
any irregularities identified in the operations of the company and, if necessary, may
engage an accounting firm to assist its work at the cost of the company.
Manager and senior management
A company shall have a general manager who shall be appointed or removed by
the board of directors. The general manager shall report to the board of directors and
exercise functions and powers as specified in the articles of association or as authorized
by the board of directors.
The general manager shall be present at meetings of the board of directors.
However, the general manager shall have no voting rights at meetings of the board of
directors unless he/she concurrently serves as a director.
According to the PRC Company Law, senior management refers to the general
manager, deputy manager, financial officer, secretary to the board of a listed company
and other personnel as stipulated in the articles of association.
Duties of directors, supervisors, the general manager and other senior management
Directors, supervisors, the general manager, the deputy general manager and
senior management are required under the PRC Company Law to comply with the
relevant laws, regulations and the articles of association, and carry out their duties in
good faith and with due diligence.
Directors, supervisors, senior management are prohibited from accepting bribes
or other unlawful income and from misappropriating the company’s property.
Directors and senior management are prohibited from:
(i) embezzling company property or misappropriating company funds;
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(ii) depositing company funds into accounts opened under their own names or
the names of other individuals;
(iii) personally accepting commissions on transactions to which the company is a
party;
(iv) disclosing the company’s confidenti al information without authorization;
and
(v) committing any other acts in breach of their fiduciary duties to the company.
Any income obtained by directors or senior management in violation of
aforementioned provisions shall be returned to the company.
If any director, supervisor or senior management violates any law, regulation or
the company’s articles of association in the performance of his/her duties causing loss
to the company, he/she shall be liable to compensate the company for such loss.
Where a director, supervisor or senior management is required to attend a
shareholders’ general meeting, such direct or, supervisor or senior management shall
attend the meeting and answer the inquiries from shareholders. Directors and senior
management shall furnish all true and accurate information and data to the
Supervisory Committee, or if a limited liability company has no Supervisory
Committee, supervisors, without impeding the discharge of duties by the Supervisory
Committee or supervisors.
Where a director or senior management contravenes law, administrative
regulation or the articles of association in t he performance of his/her duties causing
any loss to the company, shareholder(s) holding individually or in aggregate more than
1% of the company’s shares consecutively for over 180 days may request in writing
that the Supervisory Committee institute li tigation at a people’s court on its behalf.
Where the Supervisory Committee violates t he laws or administrative regulations or
the articles of association in the discharge of its duties resulting in any loss to the
company, such shareholder(s) may reque st in writing that the board of directors
institutes litigation at a people’s court on its behalf. If the Supervisory Committee or
the board of directors refuses to institute lit igation after receiving this written request
from the shareholder(s), or fails to institute litigation within 30 days of the date of
receiving the request, or in case of emerge ncy where failure to institute litigation
immediately will result in irrecoverable damage to the company’s interests, such
shareholder(s) shall have the power to institute litigation directly at a people’s court in
its own name for the company’s benefit. For other parties who infringe the lawful
interests of the company resulting in loss to the company, such shareholder(s) may
institute litigation at a people’s court in accordance with the procedure described
above. Where a director or senior management violates any laws, administrative
regulations or the articles of association in infringement of shareholders’ interests, a
shareholder may also institute litigation at a people’s court.
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Finance and accounting
The company shall establish its own financial and accounting systems according
to the laws, administrative regulations and the regulations of the financial department
of the State Council. At the end of each financial year, a company shall prepare a
financial report which shall be audited by an accounting firm in accordance with the
laws. The financial and accounting reports shall be prepared in accordance with the
laws, administrative regulations and the regu lations of the financial departments of the
State Council.
The company’s financial reports shall be made available for shareholders’
inspection at the company 20 days befor e the convening of an annual general
meeting. A joint stock limited company that makes public stock offerings shall publish
its financial reports.
When distributing each year’s profits after taxation, the company shall set aside
10% of its profits after taxation for the company’s statutory common reserve fund
until the fund has reached 50% or more of the company’s registered capital. When the
company’s statutory common reserve f und is not sufficient to make up for the
company’s losses for the previous years, the c urrent year’s profits shall first be used to
make good the losses before any allocation is set aside for the statutory common
reserve fund. After the company has made allocations to the statutory common reserve
fund from its profits after taxation, it may, upon passing a resolution at a
shareholders’ general meeting, make fur ther allocations from its profits after
taxation to the discretionary common reserve fund. After the company has made
good its losses and made allocations to its discretionary common reserve fund, the
remaining profits after taxation shall be distributed in proportion to the number of
shares held by the shareholders, unless otherwise stipulated in the articles of
association.
Profits distributed to shareholders by a resolution of a shareholders’ general
meeting or the board of directors in violation of the requirements described above
must be returned to the company. The company shall not be entitled to any
distribution of profits in respect of shares held by it.
The premium received from the issuance of shares by the company at a price
exceeding the par value of the shares, the capital obtained from the issuance of non-par
value shares not included in the registered capital, and other items stipulated by the
financial department of the State Council to be included in the capital reserve, shall be
credited to the capital reserves. The comm on reserve fund of the company shall be used
to cover the company’s losses, expand its business operations or increase its capital.
When using the company’s reserves to cover its losses, the balances of the discretionary
reserves and statutory reserves shall be used first to cover such losses; if there is still a
shortfall, the capital reserves may be used i n accordance with regulations. Upon the
transfer of the statutory common reserv e fund into capital, the balance of the fund
shall not be less than 25% of the registered capital of the company prior to such
transfer.
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The company shall have no accounting books other than the statutory books. The
company’s assets shall not be deposited in any account opened under the name of any
individual.
Appointment and removal of accountants
Pursuant to the PRC Company Law, the appointment or dismissal of an
accounting firm responsible for the company’s auditing shall be determined by
shareholders at a shareholders’ genera l meeting, the board of directors, or the
Supervisory Committee in accordance with the articles of association. The accounting
firm should be allowed to present its views when the general meeting or the board of
directors vote on the dismissal of the accounting firm at their respective meetings. The
company shall provide true and complete accounting vouchers, accounting books,
financial and accounting reports, and other accounting materials to the engaged
accounting firm and shall not refuse to provide, conceal, or falsify such materials.
Profit distribution
According to the PRC Company Law, the company shall not distribute profits
before losses are covered and the statutory common reserve fund is provided.
Amendments to the articles of association
Pursuant to the PRC Company Law, a reso lution of the shareholders’ general
meeting to amend the company’s articles of association requires affirmative votes by
more than two-thirds of the votes held by shareholders attending the meeting.
Dissolution and liquidation
Pursuant to the PRC Company Law, the company shall be dissolved under any of
the following circumstances:
(i) the term of its operation set out in th e articles of association has expired or
other events of dissolution specified in the articles of association have
occurred;
(ii) the shareholders have resolved at a sh areholders’ general meeting to dissolve
the company;
(iii) the company is dissolved by reason of its merger or division;
(iv) the business license of the company is revoked or the company is ordered to
close down or to be dissolved in accordance with the laws; or
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(v) the company is dissolved by a people’s court in request of shareholders
holding shares representing more than 10% of the total voting rights of all
shareholders of the company, on the grounds that the operations and
management of the company have suffered serious difficulties that cannot be
resolved through other means, rendering on-going existence of the company
a cause for significant losses to the shareholders.
In cases where a company falls under the circumstances specified in subparagraph
(i) or (ii) above and has not yet distributed its assets to shareholders, it may continue
its existence by amending its articles of association or by resolution of the
shareholders’ meeting. Any amendments to the articles of association in accordance
with the provisions described above shall require the approval of more than two-thirds
of voting rights of shareholders attending a shareholders’ general meeting.
Where the company is dissolved under the circumstances set forth in paragraph
(i), (ii), (iv) or (v) above, it should establ ish a liquidation committee within 15 days of
the occurrence of the dissolution event. The liquidation committee shall be composed
of directors or any other persons determined by a shareholders’ general meeting. If a
liquidation committee is not established within the prescribed period, the company’s
creditors may petition a people’s court to appoint relevant personnel to form a
liquidation committee to conduct the liquidation. The people’s court shall accept such
petition and form a liquidation committee to conduct liquidation in a timely manner.
The liquidation committee may exercise following powers during the liquidation:
(i) to dispose of the company’s assets and to prepare a balance sheet and an
inventory of assets;
(ii) to notify the company’s cred itors or publish announcements;
(iii) to deal with any outstanding business related to the liquidation;
(iv) to pay any overdue tax together with any tax arising during the liquidation
process;
(v) to settle the company’s financial claims and liabilities;
(vi) to handle the company’s remaining assets after its debts have been paid off;
and
(vii) to represent the company in any civil procedures.
The liquidation committee shall notify the company’s creditors within 10 days of
its establishment, and publish an announcement in newspapers or the National
Enterprise Credit Information P ublicity System within 60 days.
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A creditor shall lodge his claim with the liquidation committee within 30 days of
receipt of the notification or within 45 days of the date of the announcement if he has
not received any notification. A creditor shall, in making his claim, state all matters
relevant to his creditor’s rights and furnish relevant evidence. The liquidation
committee shall register such creditor’s rights. The liquidation committee shall not
make any settlement to creditors during the period of the claim.
Upon disposal of the company’s property and preparation of the required balance
sheet and inventory of assets, the liquidation committee shall draw up a liquidation
plan and submit this plan to a shareholders’ general meeting or a people’s court for
endorsement. The remaining assets of the company, after payment of liquidation
expenses, employee wages, social insuran ce expenses and statutory compensation,
outstanding taxes and the company’s debts, shall be distributed to shareholders in
proportion to the shares held by them. The company shall continue to exist during the
liquidation period, although it cannot engage in operating activities that are not
related to the liquidation. The company’s property shall not be distributed to
shareholders before settlements are made in accordance with the requirements
described above.
Upon liquidation of the company’s property and preparation of the required
balance sheet and inventory of assets, if the liquidation committee becomes aware that
the company does not have sufficient assets to meet its liabilities, it must apply to a
people’s court for a declaration of bankruptcy in accordance with the laws. Following
such declaration by the people’s court, the liquidation committee shall hand over the
administration of the liquidation to the people’s court.
Upon completion of the liquidation, the liquidation committee shall submit a
liquidation report to the shareholders’ general meeting or a people’s court for
confirmation of its completion. Following such confirmation, the report shall be
s u b m i t t e dt ot h ec o m p a n yr e g i s t r a t i o na u t h ority to cancel the company’s registration,
and an announcement of its termination shall be published. Members of the liquidation
committee are required to perform their du ties in good faith and in compliance with
relevant laws. Members of the liquidation committee shall be prohibited from abusing
their authority in accepting bribes or other unlawful income and from
misappropriating the company’s properties. Members of the liquidation committee
are liable to indemnify the company and its creditors in respect of any loss arising from
their willful or material default.
Liquidation of a company declaring bankruptcy according to laws shall be
processed in accordance with the laws on corporate bankruptcy.
Overseas listing
Pursuant to the Overseas Listing Tria l Measures, if a PRC domestic company
submits an initial public offering application to an overseas regulatory authority or an
overseas stock exchange, the issuer shall fil e with the CSRC within three business days
after submitting the application.
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Suspension and termination of listing
The PRC Company Law has deleted provisions governing suspension and
termination of listing. The PRC Securities Law has also deleted provisions regarding
suspension of listing. Where listed securities fall under the delisting circumstances
stipulated by the stock exchange, the stoc k exchange shall terminate its listing and
trading in accordance with the business rules.
Pursuant to the Overseas Listing Trial Measures, in the case of voluntary or
mandatory termination of listing, the issuer shall report the specific situation to the
CSRC within three business days from the date of the occurrence and announcement of
the relevant event.
Merger and division
Pursuant to the PRC Company Law, a merger agreement shall be signed by
merging companies and the involved compan ies shall prepare their respective balance
sheets and inventory of assets. The companies shall notify their respective creditors
within 10 days from the date of passing the resolution approving the merger and
publicly announce the merger within 30 days. Creditors may demand the company to
settle any outstanding debts or provide relevant guarantees within 30 days of receiving
the notification, or within 45 days of the d ate of the announcement if no notification
was received. In the event of a merger, the cre dits and debts of the merging parties shall
be assumed by the surviving or the newly established company.
In the event of a division, the company’s assets shall be divided, and a balance
sheet and an inventory of assets shall be prepared. When a resolution regarding the
company’s division is approved, the company shall notify all its creditors within 10
days from the date of passing such resolution and publicly announce the division in
newspapers within 30 days. Unless a written agreement is reached with creditors in
respect of the settlement of debts, the liab ilities of the company which have accrued
prior to such division shall be subject to joint liability by the successor companies.
IV. THE PRC SECURITIES LAW AND REGULATIONS
The PRC has promulgated a number of regulations that relate to the issuance and
trading of our shares and disclosure of information. In October 1992, the State Council
established the Securities Committee ( 國務院證券委員會)a n dt h eC S R C .T h eS e c u r i t i e s
Committee is responsible for coordinating the drafting of securities regulations,
formulating securities-related policies, plan ning the development of securities markets,
directing, coordinating and supervising all securities-related institutions in the PRC and
administering the CSRC. The CSRC is the regulatory arm of the Securities Committee and
is responsible for the drafting of regulatory provisions governing securities markets,
supervising securities companies, regulating public offerings of securities by PRC
companies in the PRC or overseas, regulat ing the trading of securities, compiling
securities-related statistics and undertaking relevant research and analysis. On March 29,
1998, the State Council consolidated the afore mentioned two departments and reformed the
CSRC.
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On April 22, 1993, the Provisional Regulations Concerning the Issuance and Trading
of Shares ( 《股票發行與交易管理暫行條例》) were promulgated by the State Council to
govern the application and approval procedures for public offerings of equity securities,
trading in equity securities, the acquisitio n of listed companies, deposit, settling and
transfer of listed equity securities, as well as t he disclosure of inform ation, investigation,
penalties and dispute resolutions with respect to a listed company.
On December 25, 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies
(《國務院關於股份有限公司境內上市外資股的規定》). These regulations principally govern
the issuance, subscription, trading and declar ation of dividends of domestic listed foreign
shares and disclosure of information of joint s tock limited companies h aving domestic listed
foreign shares.
T h eS e c u r i t i e sL a wo ft h eP R C(《中華人民共和國證券法》) took effect on July 1, 1999
and was revised as at August 28, 2004, October 27, 2005, June 29, 2013, August 31, 2014
and December 28, 2019, respectively. It was the first national securities law in the PRC, and
is divided into 14 chapters and 226 articles regulating, among other matters, the issuance
and trading of securities, takeovers of listed companies, securities exchanges, securities
companies and the duties and responsibilitie s of the State Council’s securities regulatory
authorities. The PRC Securities Law compreh ensively regulates activities in the PRC
securities market. Article 224 of the PRC Secur ities Law provides that domestic enterprises
must comply with the relevant regulations of the State Council to, directly or indirectly,
issue securities or list their securities to be tr aded outside the PRC. Currently, the issuance
and trading of foreign issued securities (incl uding H shares) are principally governed by the
regulations and rules promulgated by the State Council and the CSRC.
On August 10, 2023, the CSRC promulgated the Guidance of H-share Companies
Applying for ‘‘Full Circulation’’ Business of Unlisted Shares in China ([2023] No. 50) ( 《H股
公司境內未上市股份申請「全流通
」業務指引》), which came into effect on the same day. This
provision is to regulate the listing and circulation (hereinafter referred to as ‘‘ Full
Circulation ’ ’ )o fu n l i s t e dd o m e s t i cs h a r e so fH - share companies listed on the Hong Kong
Stock Exchange (including unlisted domestic shares held by domestic shareholders before
overseas listing, unlisted domestic shares issued in China after overseas listing and unlisted
shares held by foreign shareholders) on the Stock Exchange. Subject to compliance with
relevant laws and regulations, as well as the policy requirements of state-owned assets
management, foreign investment and industry r egulation, the holders of unlisted domestic
shares may independently determine the number and proportion of shares for which an
application will be filed for circulation, and entrust H-share companies to file with the
CSRC. Unlisted domestic joint-stock limited companies may file with the CSRC for ‘‘Full
Circulation’’ simultaneously at the time of its overseas initial public offering and listing.
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V. ARBITRATION AND ENFORCEMENT OF ARBITRAL AWARDS
The Arbitration Law of the PRC ( 《中華人民共和國仲裁法》) (the ‘‘Arbitration Law ’’)
was passed on August 31, 1994, became effective on September 1, 1995 and was amended on
August 27, 2009 and September 1, 2017. It is applicable to contract disputes and other
property disputes between natural persons, legal persons and other organisations where the
parties have entered into a written agreement t o refer the matter to arbitration before an
arbitration committee constituted in acco rdance with the Arbitration Law. Under the
Arbitration Law, an arbitration committee may, before the promulgation by the PRC
Arbitration Association ( 中國仲裁協會) of arbitration regulations, formulate interim
arbitration rules in accordance with the Arb itration Law and the Civil Procedure Law.
Where the parties have by agreement provided arbitration as the method for dispute
resolution, the people’s court will refuse to handle the case, unless the arbitration agreement
is null and void.
Under the Arbitration Law and the Civil Procedure Law, an arbitral award made by
the arbitration body shall be final and conclusive and binding on the parties. If a party fails
to comply with an award, the other party to t he award may apply to the people’s court for
enforcement. The people’s court shall enforce the arbitral award upon receipt of the
application. A people’s court may refuse to enforce an arbitral award made by an
arbitration tribunal after verification by collegial bench formed by the people’s court if
there is any procedural irregularity (including but not limited to irregularity in the
composition of the arbitration tribunal or arb itration proceedings, the jurisdiction of the
arbitration commission, or the making of an award on matters beyond the scope of the
arbitration agreement).
A party seeking to enforce an arbitral award of PRC Arbitration Tribunal against a
party who, or whose property, is not within the PRC, may apply to a foreign court with
jurisdiction over the case for enforcement. Similarly, an arbitral award made by a foreign
arbitration body may be recognised and enforced by the PRC courts in accordance with the
principles of reciprocity or any international treaty concluded or participated in by the
PRC. The PRC acceded to the Convention on th e Recognition and Enforcement of Foreign
Arbitral Awards ( 《承認及執行外國仲裁裁決公約》,t h e‘ ‘New York Convention ’’) adopted on
June 10, 1958 pursuant to a resolution pa ssed by the SCNPC on December 2, 1986. The
New York Convention provides that all arbitral awards made in a state which is a party to
the New York Convention shall be recognised and enforced by other parties to the New
York Convention, subject to their right to refu se enforcement under certain circumstances,
including where the enforcement of the arbitral award is against the public policy of the
State to which the arbitration for enforcement is made. At the time of the PRC’s accession
to the New York Convention, the SCNPC declared that (i) the New York Convention will
only be applied to the recognition and en forcement of arbitral awards made in the
territories of other parties based on the principle of reciprocity; and (ii) the New York
Convention will only be applied to disputes deemed under PRC laws to be arising from
contractual or non-contractual mercantile legal relations.
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According to the Arrangement of the Suprem e People’s Court on Mutual Enforcement
of Arbitral Awards between the Mainland and the Hong Kong Special Administrative
Region (《最高人民法院關於內地與香港特別行政區相互執行仲裁裁決的安排》)p r o m u l g a t e d
by the Supreme People’s Court on January 24, 2000 and became effective on February 1,
2000, and the Supplementary Arrangement of the Supreme People’s Court on Mutual
Enforcement of Arbitral Awards between the Mainland and the Hong Kong Special
Administrative Region ( 《最高人民法院關於內地與香港特別行政區相互執行仲裁裁決的補充
安排》) (Articles 1 and 4 became effective on November 27, 2020, and Articles 2 and 3
became effective on May 19, 2021) promulgated on November 26, 2020, the courts of Hong
Kong agree to enforce the awards made pursuant to the Arbitration Law by the arbitral
authorities in the Mainland (the list to be sup plied by the Legislative Affairs Office of the
State Council ( 國務院法制辦公室) through the Hong Kong and Macao Affairs Office of the
State Council ( 國務院港澳事務辦公室)) and the people’s courts of the Mainland agree to
enforce the awards made in the Hong Kong pursuant to the Arbitration Ordinance of the
Hong Kong. If the people’s courts of the Mainland find that the enforcement of awards
made by the Hong Kong arbitral bodies in the Mainland will be against public interests of
the Mainland, or the courts of Hong Kong decide that the enforcement of the arbitral
awards in Hong Kong will be against public policies of Hong Kong, the awards may not be
enforced.
VI. JUDICIAL JUDGEMENT AND ENFORCEMENT
According to the Arrangement on Mutual Recognition and Enforcement of
Judgements in Civil and Commercial Matter s by the Courts of the Chinese Mainland and
of the Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by
Parties Concerned ( 《關於
內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商
事案件判決的安排》)p r o m u l g a t e db yt h eS u p r e m eP eople’s Court on July 3, 2008 and
implemented on August 1, 2008, in the case of final and enforceable judgement with
payment requirement, made by the court of China and the court of Hong Kong in a civil
and commercial case with written jurisdiction agreement, any party concerned may apply to
the people’s court of China or the court of Hong Kong for recognition and enforcement of
such judgement based on this arrangement. ‘‘Written jurisdiction agreement’’ refers to a
written agreement between the parties concerned giving the exclusive jurisdiction of either
the people’s court of China or the court of Hong Kong in order to resolve dispute relating
to particular legal relation oc curred or likely to occur. Therefore, the party concerned may
apply to the court of China or the court of Hong Kong to recognise and enforce the final
judgement made in China or Hong Kong that meet certain conditions of the
aforementioned regulations.
On January 18, 2019, the Supreme People’s Court and the Hong Kong government
signed the Arrangement on Reciprocal Recognition and Enforcement of Judgements in
Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong
Special Administrative Region ( 《關於內地與香港特別行政區法院相互認可和執行民商事案
件判決的安排》) (the ‘‘ New Arrangement ’’), which seeks to establish a mechanism with
greater clarity and certainty for recognition and enforcement of judgements in wider range
of civil and commercial matters between Ho ng Kong and the PRC. The New Arrangement
discontinued the requirement for a written jurisdiction agreement for bilateral recognition
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and enforcement. The New Arrangement came into effect on January 29, 2024, after the
promulgation of a judicial interpretation by the Supreme People’s Court and the
completion of the relevant legislative procedures in the Hong Kong. The New
Arrangement supersedes the Arrangement o n Reciprocal Recognition and Enforcement
of Judgements in Civil and Commercial Matters by the Courts of the Mainland and of the
Hong Kong Special Administration Region Pursuant to Agreed Jurisdiction Agreements
between Parties Concerned. It stipulates the application of the new arrangement for the
reciprocal recognition and enforcement of effective judgments in civil and commercial
matters by the courts of the Mainland and of the Hong Kong Special Administration
Region, as well as for the reciprocal recognition and enforcement of effective judgments
concerning civil compensation in criminal cases.
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I. SHARES
(I) Issuance of Shares
The shares of the Company shall be in registered form.
T h ei s s u eo ft h es h a r e so ft h eC o m p a n ys h a l lb eb a s e do nt h ep r i n c i p l e so f
openness, fairness, and impartiality, and shall rank pari passu in all respects with the
s h a r e so ft h es a m ec l a s s .
Each of the shares of the same class shall be issued under the same conditions and
at the same price in each issuance, and the same price shall be paid for each of the
shares subscribed for by subscribers.
(II) Increase, Reduction and Repurchase of Shares
In accordance with laws and regulations, the Company may, based on its
operating and development needs and the re solution of the general meeting, increase
its capital by the following ways:
(i) issuing shares to unspecified parties;
(ii) issuing shares to specific parties;
(iii) distributing bonus shares to existing shareholders;
(iv) conversion of its capital reserve to share capital;
(v) other ways required by laws, admin istrative regulations, and the CSRC.
The Company may reduce its registered ca pital. Where the Company reduces its
registered capital, the shares shall be reduced in proportion to the shares held by
shareholders, unless all shareholders unanimously agree not to reduce the registered
capital in accordance with the proportion of shares held by the shareholders.
The Company shall not repurchase its own shares, except under any of the
following circumstances:
(i) to reduce the registered capital of the Company;
(ii) to merge with another company that holds the shares of the Company;
(iii) to use the shares for Employee Stock Ownership Plan or as equity incentive;
(iv) shareholders who object to a merger or separation resolution made at the
general meeting requesting the Company to acquire their shares;
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(v) to utilize shares to satisfy the con version of corporate bonds that are
convertible into shares issued by the Company;
(vi) when it is necessary for the Company to protect the company value and the
shareholders’ equity.
The Company may acquire its shares in any of the following ways:
(i) offering to buy back shares from a ll shareholders on a pro rata basis;
(ii) buying back through open transaction;
(iii) other circumstances required by la ws and administrative regulations.
Where the Company acquires its shares under the circumstances set out in item (I)
or (II) of Article 21 hereof, it shall be resolved at the general meeting. Where the
Company acquires its shares under the circumstances set out in item (III), (V) or (VI)
of Article 21 hereof, it shall be resolve d at a Board meeting attended by more than
two-thirds of the Directors in accordance with the provisions of the Articles of
Association or upon authorization by the general meeting.
After the Company acquires its shares under the circumstances set out in Article
21, in the case of item (I), the shares shall be canceled within ten days from the date of
acquisition; in the case of items (II) and (IV), the shares shall be transferred or
canceled within six months; in the case of it ems (III), (V), and (VI), the shares held in
the aggregate by the Company shall not exceed 10% of the total issued shares of the
Company, and the shares shall be transferred or canceled within three years.
(III) Transfer of shares
Shares issued by the Company prior to its public offering shall not be transferable
within one year from the date on which the shares are listed and traded in a stock
exchange.
The Directors, supervisors and senior m anagement of the Company shall declare
the number of shares held by them and the relevant changes to the Company. The
number of shares transferred each year during their term of office as determined at the
time of their taking office shall not exceed 25% of the total number of shares of the
C o m p a n yh e l db yt h e m .T h es h a r e so ft h eC o m p a n yh e l db yt h e ms h a l ln o tb e
transferable within one year from the date of listing and trading of the shares. The
shares of the Company held by them shall not be transferable within six months after
their resignation.
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For the Company’s Directors, supervisors, senior management and shareholders
holding more than 5% of the Company’s shares, if they have sold the shares of the
Company or other securities with an equi ty nature held by them within six months
after purchasing, or if they have purchased s uch shares or securities again within six
months after selling them, the gains obtai ned therefrom shall be attributed to the
Company and be forfeited by the Board of the Company. However, securities
companies holding more than 5% of the shares due to the purchase of the remaining
shares after underwriting, and other circumstances stipulated by the CSRC are
excluded.
II. SHAREHOLDERS AND GENERAL MEETINGS
(I) General Rules of Shareholders
The Company shall maintain a register of shareholders. The register of
shareholders shall be the sufficient evidenc e proving the shareholders’ holding of the
Company’s shares. The shareholders shall enjoy the rights and assume the obligations
according to the class of the shares they hold. The shareholders holding the same class
of shares shall enjoy the equal rights and assume the equal obligations.
Shareholders of the Company shall enjoy the following rights:
(i) to receive dividends and other forms of distribution of interests in proportion
to their respective shareholdings;
(ii) to request the convening, organizing, presiding over, attending or appointing
a proxy to attend the general meeting a nd exercise the corresponding voting
rights in accordance with the law;
(iii) to supervise, and make r ecommendations or inquiries on the operation of the
Company;
(iv) to transfer, bestow or pledge the sh ares they hold according to the laws,
administrative regulations and the Articles of Association;
(v) to inspect and copy the Articles of Association, the register of shareholders,
minutes of general meetings, resolutions of the Board meetings and meetings
of the Supervisory Committee, and financial and accounting reports, and to
make recommendations or inquiries on the operation of the Company.
Shareholders who meet the requirements may inspect the accounting books
and accounting vouchers of the Company;
(vi) to participate in the distribution of the Company’s remaining assets in
proportion to their shareholdings upon the termination or liquidation of the
Company;
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(vii) to require the Company to acquire its shares by the shareholders who object
to a resolution of a general meeting on the merger or division of the
Company at a reasonable price;
(viii) other rights as provided by laws, administrative regulations, departmental
rules, or the Articles of Association.
The shareholders shall be entitled to request the People’s Court to cancel the
relevant resolution within 60 days after the resolution is adopted if the convening
procedure or voting method of the general meeting or Board meeting violates the laws,
administrative regulations or the Articles of Association, or the resolution content
breaches the Articles of Association. However, except that there are only minor defects
in the convening procedures or voting method of a general meeting or a Board meeting,
which do not materially affect the resolution.
Shareholders of the Company shall assume the following obligations:
(i) complying with the laws, administrative regulations and the Articles of
Association;
(ii) paying the share subscription price based on the shares subscribed for by
them and the method of acquiring such shares;
(iii) no withdrawal of share capital except for the circumstances set out in the
laws and regulations;
(iv) no abuse of shareholder’s rights to damage the interests of the Company or
other shareholders; no abuse of the independent legal person status of the
Company and the limited liability of shareholders to damage the interests of
the creditors of the Company;
(v) other obligations that should be assumed under laws, administrative
regulations and the Articles of Association.
If any shareholder of the Company abuses the shareholder’s rights and causes loss
to the Company or other shareholders, he/she shall be liable for the compensation. If
any shareholder of the Company abuses the independent legal person status of the
Company and the limited liability of sharehol ders to evade debts and severely damage
the interests of the creditors of the Company , he/she shall bear joint liability for the
debts of the Company.
(II) General Rules of General Meetings
The general meeting is the source of authority of the Company and shall exercise
the following functions and powers in accordance to the laws:
(i) to elect and replace Directors and supervisors, and to decide on matters
relating to their remunerations;
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(ii) to consider and approve the reports of the Board;
(iii) to consider and approve the re ports of the Supervisory Committee;
(iv) to consider and approve the profit dis tribution plan and loss recovery plan of
the Company;
(v) to make a resolution on the increase or reduction of the Company’s
registered capital;
(vi) to make a resolution on the issuance of bonds of the Company, or to
authorize the Board to make a resolution on the issuance of bonds of the
Company;
(vii) to make a resolution on matters such as the merger, division, dissolution,
liquidation, or change of company form of the Company;
(viii) to amend the Articles of Association;
(ix) to make a resolution on the appointment or dismissal of engagement of the
accounting firm undertaking the Company’s auditing business by the
Company;
(x) to consider and approve the guarantee matters set out in Article 43 hereof;
(xi) to consider the purchase or disposal of material assets by the Company
within one year exceeding 30% of the Company’s latest audited total assets;
(xii) to consider and approve the change of use of proceeds;
(xiii) to consider equity incentive plans and Employee Stock Ownership Plan;
(xiv) to consider other matters that should be resolved on by the general meeting
according to laws, administrative regulations, departmental rules or the
Articles of Association.
The following external guarantees and related transactions made by the Company
shall be considered and approved by the Board before being submitted to the general
meeting for approval:
(i) any single guarantee whose amount exceeds 10% of the audited net assets for
the latest period;
(ii) any guarantee provided after the to tal amount of the external guarantees
provided by the Company and its cont rolled subsidiaries exceed 50% of the
audited net assets for the latest period;
(iii) any guarantee provided after the to tal external guarantees of the Company
exceed 30% of the total audited assets for the latest period;
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(iv) the guarantee provided to the guaranteed object with a debt-to-asset ratio of
more than 70%;
(v) a guarantee amount exceeding 30% of the total audited assets for the latest
period of the Company within one year;
(vi) a guarantee amount exceeding 50% of the total audited assets for the latest
period and the absolute amount exc eeding RMB50 million of the Company
within one year;
(vii) any guarantee provided to the shareho lder, actual controller and its related
party;
(viii) any related transaction between the Company and a related natural person
involving an amount exceeding RMB3 million;
(ix) any related transaction between the Company and an related legal person,
where the transaction amount involved exceeds RMB30 million and
represents more than 5% of the absolute value of the Company’s the
audited net assets for the latest period;
(x) other guarantees and related transactions as stipulated in the Articles of
Association.
When the Board considers the above gua rantee matters, such matters must be
considered and approved by more than two-th irds of the Directors attending the Board
meeting. When the general meeting considers the guarantee matters under item (V) of
the preceding paragraph, such matters must be approved by more than two-thirds of
the voting rights held by the shareholders attending the meeting.
The general meetings shall be classified into annual general meetings and
extraordinary general meetings. The annu al general meeting shall be convened once
a year, and shall be held within six months after the end of the previous accounting
year.
In any of the following circumstances, the Company shall convene an
extraordinary general meeting within two months from the date of the occurrence of
the circumstance:
(i) when the number of Directors is less than the number specified in the
Company Law or two-thirds of the number required by the Articles of
Association;
(ii) the uncovered loss of the Company reaches one-third of the total share
capital;
(iii) upon request(s) by shareholder(s) in dividually or collectively holding more
than 10% of the Company’s shares;
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(iv) when the Board considers it necessary;
(v) when the Supervisory Committee proposes such a meeting be held;
(vi) other circumstances specified by laws, administrative regulations,
departmental rules or the Articles of Association.
(III) Convening of General Meetings
The independent Directors have the right to propose to the Board to convene an
extraordinary general meeting with the approval of a majority of all independent
Directors. For the proposal of independent Directors of convening an extraordinary
general meeting, the Board shall, in a ccordance with the provisions of laws,
administrative regulations and the Art icles of Association, provide a written
feedback on whether to agree or disagree with convening the meeting within ten
days upon receipt of the proposal. When the Board agrees to convene an extraordinary
general meeting, the Board shall, within five days after the Board resolution is made,
issue a notice calling for the meeting. Oth erwise, the reasons shall be stated.
The Supervisory Committee shall propose to the Board to convene an
extraordinary general meeting, and shall make such proposal in writing. The Board
shall, pursuant to the provisions of laws, adm inistrative regulations and the Articles of
Association, provide a written feedback on whether to agree or disagree with
convening the meeting within ten days upon receipt of the proposal. If the Board
agrees to convene an extraordinary general meeting, the Board shall, within five days
after the Board resolution is made, issue a notice calling for the meeting. Changes to
the original proposal in the notice shall be subject to the approval of the Supervisory
Committee. If the Board does not agree to convene an extraordinary general meeting,
or fails to provide a written feedback within ten days upon receipt of the proposal, the
Board shall be considered to be unable or fail to perform the duty of convening a
general meeting. The Supervisory Committee may convene and preside over the
meeting on its own.
Shareholders who individually or collectively hold more than 10% of the
Company’s shares shall have the right to request the Board to convene an
extraordinary general meeting which shall be submitted in writing to the Board. The
Board shall, pursuant to the provisions of l aws, administrative regulations and the
Articles of Association, provide a written feedback on making a resolution on whether
to convene extraordinary general meeting within ten days upon receipt of the request.
If the Board agrees to convene the extraordin ary general meeting, the Board shall serve
a notice of such meeting within five days after the Board resolution is made. In the
event of any change to the original proposa l, the consent of relevant shareholder(s)
shall be obtained. If the Board disagrees to convene an extraordinary general meeting
or fails to give a reply within ten days upon receipt of the request, shareholders who
individually or collectively hold more than 10% of the Company’s shares shall have the
right to propose to the Supervisory Commi ttee to convene the extraordinary general
meeting and shall submit their request in writing. The Supervisory Committee shall
provide a written feedback on making a revolution on whether to convene
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extraordinary general meeting within ten days upon receipt of the request. If the
Supervisory Committee agrees to convene an extraordinary general meeting, the
Supervisory Committee shall, within five days upon receipt of the request, issue a
notice calling for the meeting. Changes to th e original proposal in the notice shall be
subject to the approval of relevant shareho lders. If the Supervisory Committee fails to
give the notice of the General Meeting wit hin the specified time limit, it shall be
deemed that the Supervisory Committee shall not convene and preside over the general
meeting, in which case, the shareholders w ho individually or collectively hold more
than 10% of the Company’s shares for more than 90 consecutive days may convene
and preside over the meeting by themselves.
When the Supervisory Committee or the shareholders decide to convene a general
meeting by themselves, they shall notify the Board in writing. Before a general meeting
resolution is made, the shareholding percentage of the convening shareholders shall be
not less than 10%. The Board and the secretary of the Board shall align with the
general meeting convened by the Supervisory Committee or the shareholders on their
own. The Board shall provide the register of shareholders after the close of business on
the record date.
(IV) Proposals and Notices of General Meetings
Where the Company convenes a general meeting, the Board, the Supervisory
Committee, and the shareholders who individually or collectively hold more than 1%
of the Company’s shares shall have the right to make proposals to the Company.
The shareholders who individually or collectively hold more than 1% of the
Company’s shares may raise a temporary proposal and submit it to the Board in
writing ten days before the general meeting i s held. The Board shall, within 2 days after
the receipt of the proposal, notify other shareholders and submit the temporary
proposal to the general meeting for approval. However, unless the temporary proposal
is in violation of the laws, administrative r egulations or the Articles of Association or
does not fall within the scope of the general meeting’s terms of reference.
The convener will notify each shareholder of an annual general meeting in writing
or by other ways of communication 20 days prior to the convening thereof, and notify
each shareholder of an extraordinary general meeting in writing or by other ways of
communication 15 days prior to the convening thereof. Regarding the calculation of
the notice period, the date of the meeting shall not be included.
The notice of the general meeting shall include the following particulars:
(i) the date, place and duration of the meeting;
(ii) the matters and proposals to be considered at the meeting;
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(iii) in clear statement that all sharehol ders are entitled to attend the general
meeting and they may appoint a proxy in writing to attend and vote at such
meeting on their behalf and that such proxies need not be shareholders of the
Company;
(iv) the date of record for the shareholde rs who are entitled to attend the general
meeting;
(v) the name and telephone number of the regular contact person for the
meeting.
The notice and supplementary notice of general meeting shall fully and completely
disclose the details of all proposals.
(V) Convening of General Meetings
All shareholders recorded in the register as at the record date or their proxies shall
have the right to attend the general meeting a nd exercise the voting right in accordance
with the relevant laws, regulation s and the Articles of Association.
A shareholder may either attend the general meeting in person or appoint a proxy
or proxies to attend and vote at such meeting on his/her behalf. An individual
shareholder that attends the meeting in person shall produce his or her own ID card or
other valid documents or proof evidencing his or her identity. If he or she appoints a
proxy to attend the meeting on his or her behalf, the proxy shall produce his or her
own valid proof of identity and the instrument of appointment from the shareholder.
Shareholders who are legal persons shall attend a meeting by their legal representative
or a proxy appointed by the legal representative. If the legal representative attends the
meeting, he or she shall produce his or her own ID card and a valid proof of his or her
legal representative status. If a proxy has been appointed to attend the meeting, such
proxy shall present his or her own ID card and the power of attorney in writing issued
by the legal representative of the corporate shareholder as a legal person in accordance
with the laws.
The power of attorney issued by a shareholder to appoint a proxy to attend a
general meeting shall clearly specify the matters, authority, and duration of the proxy’s
representation, including but not limited to contain the following information:
(i) the proxy’s name;
(ii) whether the proxy has the voting right;
(iii) instructions to vote in favor of, against or abstain from voting on each
resolution contained in the agenda of general meeting respectively;
(iv) the date of issuance and effective period of the power of attorney;
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(v) signature (or seal) of the appointer. If the appointer is a corporate
shareholder, the power of attorney shall be stamped with the seal of the
legal person entity.
Where the general meeting requires directors, supervisors and senior management
personnel to attend the meeting, the directors, supervisors and senior management
personnel shall attend and accept the shareholders’ questions.
The general meeting shall be presided over by the chairperson of the Board. when
the chairperson of the Board is unable or fails to perform his/her duty, a director
jointly elected by a simple majority of the di rectors shall preside over the meeting. At a
general meeting convened by the Supervisory Committee, the chairperson of
Supervisory Committee shall preside over the meeting. When the chairperson of the
Supervisory Committee is unable or fails to perform his/her duty, a supervisor jointly
elected by more than half of the supervisors shall preside over the meeting. If a general
meeting is convened by shareholders, the convener shall elect a representative to
preside over the meeting. When a general meeting is held, if the chairperson of the
meeting violates the rules of p rocedure, making continuance of the meeting impossible,
with the consent of the shareholders holding more than half of the voting rights present
at the meeting, the meeting may elect a pe rson to serve as the chairperson of the
meeting and the meeting shall continue.
(VI) Voting and Resolutions at a General Meeting
Resolutions at the general meeting shall be divided into ordinary resolutions and
special resolutions. Ordinary resolutions of the general meeting shall be passed by over
one-half of the voting rights represented by shareholders’ (including proxies) present at
the meeting. Special resolutions of the general meeting shall be passed by over two
thirds of the voting rights represented by shareholders (including proxies) present at
the meeting.
The following matters shall be adopted by an ordinary resolution of the general
meeting:
(i) work reports of the Board and the Supervisory Committee;
(ii) projects in relation to profit distribution and loss recovery prepared by the
Board;
(iii) the appointment and removal of mem bers of the Board and the Supervisory
Committee and their remuneration and payment method thereof;
(iv) proposed annual preliminary financial budgets, final account proposals of
the Company;
(v) the annual report of the Company;
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(vi) matters other than those requiring th e approval by way of special resolutions
in accordance with the provisions of the laws, administrative regulations or
the Articles of Association.
The following matters shall be adopted by a special resolution of the general
meeting:
(i) increase or reduction in the registered capital of the Company;
(ii) the division, merger, dissoluti on and liquidation of the Company;
(iii) amendments to these A rticles of Association;
(iv) purchase or sale of material assets or guarantees by the Company in excess of
thirty per cent of the Company’s latest t otal audited assets within a period of
twelve consecutive months;
(v) share incentive schemes;
(vi) other matters prescribed by the law s, administrative regulations or these
Articles of Association, and those matters determined by a general meeting
via ordinary resolution as having a material impact on the Company and are
required to be adopted by a special resolution.
Shareholders (including proxies) shall ex ercise their voting rights in line with the
amount of the shares with voting rights they represent, each share shall carry one vote.
The Company’s own shares held by the Company do not carry voting rights and such
shares shall not count towards the total number of shares with voting rights at general
meetings. The Board, independent directors and other shareholders who qualify with
relevant specified conditions may solicit for the voting shares from shareholders.
When matters in relation to connected transactions are considered at a general
meeting, shareholders with connected relati onship shall not participate in the voting
and the number of shares with voting rights represented by them shall not be counted
towards the total number of valid votes; the r esolutions of the general meetings shall
adequately disclose the votes of non-connected shareholders.
III. THE BOARD
(I) General Provisions for Directors
The directors of the Company shall be n atural persons. A person who falls into
any of the following circumstances shall not serve as a director of the Company:
(i) a person without capacity for civil co nduct or with restricted capacity for
civil conduct;
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(ii) a person who has been sentenced to criminal penalty for corruption, bribery,
infringement of property, misappropriation of property or sabotaging the
order of socialist market economy, where less than five years have elapsed
since the deprivation lapsed, or who has been deprived of his political rights
due to criminal offense, where less than five years have elapsed since the
deprivation lapsed, or who has been sentenced to probation and a 2-year
period has not elapsed since the date of expiration of the probation period;
(iii) a person who is a director or factory manager or manager of a company or
enterprise which has entered into insolvent liquidation and is personally
liable for the insolvency of such company or enterprise, where three years
have not yet elapsed since the date of completion of the liquidation of the
company or enterprise;
(iv) a person who is a former legal representative of a company or enterprise, the
business license of which was revoke d or such company or enterprise was
ordered to shut down due to violation of law and such person is personally
liable for such consequences, where less than three years have elapsed since
the date of the revocation of business license or closure by order of such
company or enterprise;
(v) a person who has a relatively large amount of debt which has become
overdue and is listed by the People’s Court as a dishonest person;
(vi) a person who is subject to a securities market entry prohibition measure
imposed by the CSRC, and the period of the prohibition has not lapsed;
(vii) other circumstances stipulated by laws, administrative regulations or
departmental rules.
Directors shall be elected or changed at the general meeting, and the general
meeting may remove any director by a resolut ion, which shall come into effect from the
date on which such resolution is made. A dir ector may serve a term of three years for
each session and may serve consecutive terms if re-elected upon the expiry of his term.
The term of a director commences from the date on which he assumes office, until the
current term of service of the Board ends. If a director’s term of service expires but a
new director is not yet appointed, the exist ing director shall continue to fulfill the
duties as a director according to the laws, adm inistrative regulations, departmental
regulations and these Articles of Association until the newly elected director’s
appointment comes into effect. The senior management personnel may concurrently
serve as a director, provided that the total number of directors who also hold the
position of senior management personnel and directors who are employee
representatives shall not exceed one-half of the total number of directors of the
Company.
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A director may resign before the expiration of his or her term of office. A
resigning director shall submit written resignation report to the Board. The Board will
disclose the relevant circumstances within two days. If, as a result of the resignation of
a director, the number of directors on the Board of the Company is lower than the
minimum number prescribed by the law, the original director shall continue to perform
the duties as a director in accordance wi th laws, administrative regulations,
departmental regulations and these Articles of Association until the newly elected
director assumes office. Except in the circumstances set out in the preceding
paragraph, the resignation of a director sha ll take effect when the resignation report
is served on the Board.
(II) Board
The Company shall have a Board, which shall be accountable to the general
meeting. The Board shall consist of 9 direc tors, with 3 independent directors and 1
employee director.
The Board shall exercise the following functions and powers:
(i) to summon general meetings and rep ort its works to the general meeting;
(ii) to implement resolutions of the general meeting;
(iii) to decide on the Company’s business plan and investment project;
(iv) to formulate the Company’s projects for profit distribution and loss
recovery;
(v) to formulate projects for the increase or reduction of the registered capital of
the Company, the issue of bonds of the Company;
(vi) to formulate projects for mergers, division, dissolutions and changes in
corporate form of the Company;
(vii) to decide, within the authorisation of the general meeting, on matters such as
the issuance of corporate bonds, external investments, acquisition and sale of
assets, pledging of assets, external guarantee matters, entrusted wealth
management and related party transactions;
(viii) to decide on the establishment of the internal management structure of the
Company;
(ix) to decide on the appointment or dismissal of the general manager of the
Company and their remuneration; to decide on the appointment or dismissal
of senior management personnel such as the deputy general manager, the
financial controller and their remuneration upon nomination by the general
manager;
(x) to formulate the basic management system of the Company;
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(xi) to formulate the project of amendments to these Articles of Association;
(xii) to manage corporate information disclosure matters;
(xiii) to submit to the general meeting a reque st for the engagement or replacement
of the accounting firm auditing for the Company;
(xiv) to receive reports on the work of the Company’s general manager and
checking the work of the general manager;
(xv) to decide on the recommendation, appointment, or replacement of directors,
supervisors, and senior management personnel for the Company’s holding
subsidiaries, joint-stock companies, jo int ventures, or associated enterprises;
(xvi) such other powers granted by laws, administrative regulations, departmental
rules and regulations or these Articles of Association.
The Board is vested with the following decision-making authorities:
(i) the power of authority to make significant investment and transaction
decisions, such as external investm ents with the assets of the Company,
equity transfers, asset sales and purchases, and asset swaps, shall be exercised
in accordance with the Company’s Ma jor Investment and Transaction
Decision-Making System;
(ii) pursuant to the Company’s operational circumstances, the Board has the
autonomy to decide on borrowing from financial institutions such as banks
and the corresponding property guarantees. The authority is limited to: a
single loan amount not exceeding 30% of the Company’s most recently
audited net assets, and the total amount of loans incurred within the year not
exceeding the relevant loan quota approved in the annual financial budget by
the general meeting;
(iii) to decide on guarantee matters other than those stipulated in Article 43 of
these Articles of Association;
(iv) to decide on transactions with related parties that reach the following
criteria;
1. related-party transactions between the Company and an associated
natural person with a transaction amount exceeding RMB300,000 but
not exceeding RMB3 million.
2. related-party transactions betw een the Company and an associated legal
entity with a transaction amount exceeding RMB3 million but not
exceeding RMB30 million, and account ing for more than 0.5% but not
exceeding 5% of the absolute value of t he Company’s latest audited net
assets.
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(v) other investment and decision-making authorities granted by the general
meeting.
The Board shall have one chairperson. The chairperson of the Board shall be
elected by more than half of all directors.
The chairperson of the Board shall exercise the following duties and powers:
(i) to preside over general meetings and to summon and preside over meetings of
the Board;
(ii) to supervise and inspect the implementation of resolutions of Board;
(iii) to sign the share certificates, corpor ate bonds and other marketable securities
issued by the Company;
(iv) to sign on important documents of the Board and other documents which
should be signed by the Company’s legal representative;
(v) to exercise the powers and duties of the legal representative;
(vi) in the event of emergency of force majeure such as catastrophic natural
disaster, to enforce special discretion on the affairs of the Company in
accordance with provisions of laws and the interests of the Company and to
report to the Board and the general meeting of the Company in a timely
manner afterwards;
(vii) to promptly consult and communicate with the Company’s shareholders,
directors, and president regarding issues arising in the course of the
Company’s production and operation;
(viii) to attend the general manager’s office meetings when necessary;
(ix) to inquire about the situation and propose relevant topics to the working
bodies such as committees under the Board of the Company;
(x) other powers and duties granted by the Board.
Meetings of the Board are divided into r e g u l a rm e e t i n g sa n de x t r a o r d i n a r y
meetings.
Meetings of the Board shall be held at least twice a year.
The chairman shall convene and preside over extraordinary general meetings of
the Board within 10 days after receiving the proposal in any of the following
circumstances:
(i) when the chairman considers necessary;
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(ii) when jointly proposed by more than one-third of the directors;
(iii) when proposed by shareholders representing more than one-tenth of the
voting rights;
(iv) when proposed by the Supervisory Committee;
(v) when proposed by the general manager;
(vi) other circumstances stipulat ed by the Articles of Association.
In convening the regular and extraordinary meetings of the Board, the office of
the Board shall give a notice of the meeting 10 days and 2 days before the meeting date
to all directors, supervisors and general manager. If a notice is not given by hand, a
subsequent telephone call shall be made for confirmation and corresponding records
shall be made. In case of urgency and an extraordinary meeting of the Board is
required to be convened as soon as possible, the notice of such meeting shall be given
by telephone communication or other verbal means at any time provided that the
convener of the meeting shall give rel evant explanation at the meeting.
Meetings of the Board shall be held only if more than half of the directors are
present. Any resolutions of the Board must be subject to adoption by a simple majority
of all directors. Each director shall have o ne vote for the resolutions of the Board.
External guarantee that should be approved by the Board must be reviewed and
decided by more than two-thirds of the directors present at the meeting of the Board.
If directors have associated relation ship with enterprises involved in any
resolution proposed at a meeting of the Board, such directors shall not exercise the
voting power on the resolution or exercise the voting power on behalf of other
directors. The meeting of the Board may be held with over one-half directors without
associated relationship. If the unassociated directors attending the meeting of the
Board are less than 3 people, the issues shall be submitted to the general meetings for
examination.
(III) Special Committees of the Board
In accordance with the relevant resolutions of the general meeting, the Company’s
Board shall establish special committees such as the audit committ ee, the remuneration
and appraisal committee and the nomination committee, among which, the members of
the special committees are all composed of directors, a majority of the members of the
audit committee, the nomination committee and the remuneration and appraisal
committee shall be independent directors, and the audit committee shall include at
least one independent director who shall be an accounting professional.
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(IV) Senior Management Personnel
The Company shall have a general manager, who shall be appointed or dismissed
by the Board. The Company shall have a deputy general manager, secretary of the
Board, chief financial officer and other senior management personnel who shall be
appointed or dismissed by the Board. The gen eral manager shall serve a term of three
years and may serve consecutive terms upon reappointment.
IV. SUPERVISORY COMMITTEE
(I) Supervisors
Directors and senior management personnel shall not concurrently serve as a
supervisor. The term of office of the super visors shall be 3 years for each session.
Supervisors are eligible for re-election upon expiry of their term of office.
(II) Supervisory Committee
The Company shall have a Supervisory Committee. The Supervisory Committee
shall consist of 3 supervisors and shall have 1 chairperson. The Supervisory Committee
shall include shareholder representatives and an appropriate proportion of company
employee representatives, of which the proportion of employee representatives shall be
one-third.
The Supervisory Committee shall exercise the following functions and powers:
(i) to review and give written opinions on the periodic reports of the Company
prepared by the Board;
(ii) to examine the Company’s financial matters;
(iii) to supervise the performance by the directors and senior management
personnels of their duties to the Company and propose the dismissal of the
directors and senior management personnels who violates laws,
administrative regulations, the Artic les of Association or the resolutions of
the general meeting;
(iv) to demand rectification from the directors and senior management
personnels when the acts of such persons are harmful to the Company’s
interests;
(v) to propose the convening of extraordinary general meetings; to convene and
preside over the general meeting in the event that the Board fails to perform
its duties to convene and preside over the general meeting in accordance with
the Company Law;
(vi) to submit proposals to the general meeting;
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(vii) to file lawsuits against the directors and senior management personnels in
accordance with Article 189 of the Company Law;
(viii) in case of any abnormal matters duri ng the business operation of the
Company, to investigate, and if necessa ry, to engage professionals such as
accounting firms or law firms to assist its work with expenses being borne by
the Company;
(ix) to require directors and senior management personnels to submit reports on
the performance of their duties.
Meetings of the Supervisory Committee consist of regular meetings and
extraordinary meetings. Regular meetings of the Supervisory Committee shall be
held once every six months. An extraordinary meeting shall be convened by the
chairman of the Supervisory Committee within ten days from the date of occurrence of
any of the following circumstances:
(i) when proposed by any supervisor;
(ii) when the general meeting or the meeting of the Board passed a resolution
that violates the provisions and require ments of laws, rules and regulations,
the Articles of Association, the resolutions of general meeting of the
Company and other relevant provisions;
(iii) where the misconduct of directors a nd senior management personnel is likely
to cause material damage to the Company or to cause an adverse effect in the
marketplace;
(iv) when the Company, its directors, supervisors and senior management
personnel are sued by shareholders;
(v) when the Company, its directors, supervisors and senior management
personnel are punished by the securities regulatory authority or publicly
condemned by the stock exchange;
(vi) other circumstances specified in the Articles of Association.
V. FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND
AUDIT
(I) Financial and Accounting System
The Company shall prepare the annual financial and accounting reports within 4
months after the end of each financial year; prepare the interim financial and
accounting reports within 2 m onths after the end of the first 6 months of each financial
year; and prepare the quarterly financial and accounting reports within 1 month after
the end of the first 3 months and the first 9 months of each financial year.
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When distributing the after-tax profits of the current year, the Company shall
allocate 10% of its profits into its statutory reserve fund. When the cumulated amount
of the statutory reserve fund of the Compan y has reached 50% or more of its registered
capital, no further allocation is required.
After the resolution on the profit distrib ution is approved at the general meeting
of the Company, the Board of the Company sha ll complete the distribution within six
months after the approval of the resolution of the general meeting.
(II) Internal Audit
The Company shall implement an internal audit system, where dedicated auditors
carry out the internal audit and supervision over the revenue and expenditure and the
economic activities of the Company. The internal audit system of the Company and the
duties of the auditing staff shall be subject to the approval of the Board. The officer in
charge of audit shall be accountable to the Board and report his/her work to the same.
(III) Engagement of an Accounting Firm
The Company shall engage accounting firms ‘‘qualified for securities related
business’’ to audit its accounting statements, verify its net assets, and provide other
relevant consulting services. The term of appointment shall be 1 year and the term of
office may be renewed. The Company’s appointment of an accounting firm shall be
decided by the general meeting. The Board shall not appoint any accounting firm prior
to a decision made by the general meeting.
VI. NOTICE
Notices of the Company may be served as follows:
(i) by personal delivery;
(ii) by post;
(iii) by announcement;
(iv) by email;
(v) by other means specified in the Articles of Association.
Where a notice of the Company is served by announcement, the notice shall be deemed
as received by all the relevant persons once the notice is announced.
Any notice convening the general meeting of the Company shall be delivered by hand,
fax, mail, email, announcement, telephone or other verbal means. Any notice convening a
Board meeting of the Company shall be delivered by hand, fax, mail, email, announcement,
telephone or other verbal means. Any notice convening a meeting of the Supervisory
Committee of the Company shall be delivered by hand, fax, mail, email, announcement,
telephone or other verbal means.
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If the notice of the Company is delivered by hand, the addressee shall sign (or stamp)
on the receipt of service, and the date of signature of the addressee shall be the date of
service; if the notice of the Company is sent by mail, the date of service shall be 5th working
day after the date of delivery to the post office; if the notice of the Company is sent by
email, the date of service shall be the date the email reaches the designated electronic
mailbox of the addressee. Where a notice of the Company is sent by way of an
announcement, the date of publication of the first announcement shall be the date of
service.
VII. MERGER, DIVISION, CAPITAL INCR EASE AND REDUCTION, DISSOLUTION,
AND LIQUIDATION
(I) Merger, Division, Capital Increase and Reduction
A merger of the Company may take the form of merger by absorption or merger
by new establishment. A company absorbing other companies is a merger by
adsorption, and the absorbed company is dissolved. The merger of two or more
companies to create a new company is a merger by new establishment, and the merging
parties are dissolved. In the case of a merger, parties related to the merger shall execute
a merger agreement, and shall prepare the balance sheets and a list of assets. The
Company shall notify its creditors within ten days since the date on which the
resolution to proceed with the merger is adopted, and publish an announcement within
30 days in the newspapers and on the websites designated by the Company for
information disclosure, or on the National Enterprise Credit Information Publicity
System. Creditors shall, within 30 days since the date of receiving the notice, or
creditors who do not receive the notice shall, within 45 days since the date of the public
announcement, be entitled to require the Company to pay off its debts in full or to
provide a corresponding guarantee.
If the Company is to be divided, its property shall be divided accordingly. In the
case of a division, the balance sheets and a list of assets shall be prepared. The
Company shall notify its creditors within ten days since the date on which the
resolution to proceed with the division is adopted, and publish an announcement
within 30 days in the newspapers and on the websites designated by the Company for
information disclosure, or on the National Enterprise Credit Information Publicity
System. Debts owed by the Company prior to the division shall be assumed by the
companies in existence after the division jointly and severally, except as otherwise
stated in the written agreement entered in to between creditors and the Company for
debt service prior to the division.
In case of a reduction in the Company’s registered capital, the Company shall
prepare a balance sheet and a list of assets. The Company shall notify its creditors
within ten days since the date on which the resolution to proceed with the reduction in
the registered capital is adopted, and publish an announcement within 30 days in the
newspapers and on the websites designated by the Company for information
disclosure, or on the Nation al Enterprise Credit Information Publicity System.
Creditors shall, within 30 days since the date of receiving the notice, or creditors who
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do not receive the notice shall, within 45 da ys since the date of the announcement, be
entitled to require the Company to pay off its debts in full or to provide a
corresponding guarantee.
(II) Dissolution and Liquidation
The Company shall be dissolved in any of the following circumstances:
(i) the business term stipulated in the Articles of Association has expired or
other circumstances for dissolution sp ecified in the Articles of Association
arise;
(ii) the general meeting has resolved to dissolve the Company by way of
resolution;
(iii) the merger or division of the Company require s a dissolution;
(iv) the business license is revoked or the Company is ordered to close down or is
cancelled in accordance with the law;
(v) if the Company gets into serious trouble in operations and management and
its continuation may incur material losses of the interests of the
Shareholders, and no solution can be found through any other means, the
Shareholders holding more than 10% of the total voting rights of the
Company may request the People’s Court to dissolve the Company.
When causes for the dissolution as stipulated in the preceding paragraph occur, it
shall disclose the reasons for dissolution through the National Enterprise Credit
Information Publicity System within ten days.
Where the Company is in the situation des cribed in items (i) and (ii) of Article 191
and has not distributed any property to shareholders, it may continue to exist by
amending the Articles of Association or a re solution passed by the general meeting.
The amendments to the Articles of Association in accordance with the provisions in the
preceding article shall require the approval of at least two-thirds of the voting rights
held by Shareholders attending the general meeting.
Where the Company is dissolved as a result of aforesaid requirements, it shall be
liquidated. If the Directors are the liquidation obligors of the Company, they shall
establish a liquidation committee within fi fteen days after the causes for the dissolution
arise and carry out liquidation. The liquida tion committee shall consist of directors or
persons determined by the general meeting. If the Company fails to set up the
liquidation committee to liquidate within the a foresaid period or fails to liquidate after
establishing a liquidation committee, the int erested parties may apply to the People’s
Court for appointment of relevant persons to form a liquidation committee so as to
proceed with liquidation.
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The liquidation committee shall notify all creditors within 10 days after its
establishment and shall publish an announcement within 60 days in the newspapers
and on the websites designated by the Company for information disclosure, or on the
National Enterprise Credit In formation Publicity System. The creditors shall declare
their claims to the liquidation committee within 30 days from the date of receipt of the
notice or within 45 days from the date of the announcement if they have not received
the notice. A creditor declaring a claim shall state the matters to which the claim
relates and provide supporting documents. The liquidation committee shall register the
claim. During the period of declaration of c laims, the liquidation group shall not make
any settlement to the creditors.
The liquidation committee shall formulate a liquidation plan after dealing with
the Company’s assets and compiling a balance sheet and a list of assets, and report it to
a general meeting or the People’s Court for confirmation. The remaining assets of the
Company after paying the liquidation expenses, employees’ wages, social insurance
costs and statutory compensation, paying the outstanding taxes and settling the
Company’s debts respectively, shall be dist ributed to the shareholders of the Company
in proportion to their shareholding. During the liquidation period, the Company shall
exist, but cannot engage in operating activit ies that are not related to the liquidation.
The assets of the Company shall not be distr ibuted to the shareholders until it has been
liquidated in accordance with the preceding paragraph.
If the liquidation committee, after e xamining the assets of the Company and
preparing the balance sheet and a list of assets, finds that the assets of the Company
are insufficient to satisfy its debts, it sha ll, in accordance with the law, apply to the
People’s Court for bankruptcy liquidation. Following a ruling by the People’s Court
that the Company is declared bankrupt, the liquidation committee shall hand over all
matters relating to the liquidation to the b ankruptcy administrator appointed by the
People’s Court.
Following the completion of the liquidation of the Company, the liquidation
committee shall make a liquidation report, report to the general meeting or the
People’s Court for confirmation, and submit it to the company registration authority,
apply for cancellation of the company registration.
VIII. AMENDMENT TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association in any of the following cases:
(i) after the PRC Company Law or relevant laws, administrative regulations have
been amended, the matters provided for in the Articles of Association are conflict
with the provisions of the amended laws, administrative regulations;
(ii) the circumstances of the Company have changed and are inconsistent with the
matters recorded in the Articles of Association;
(iii) the general meeting decides to amend the Articles of Association.
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Where the matters of amendment of the Articles of Association adopted by resolution
of the general meeting need the examination an d approval of the competent authorities,
these matters shall be submitted to the competent authorities for approval; if they involve
matters of the Company’s registration, the registration of the changes shall be made in
accordance with the law.
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A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation
Our Company was established under the l aws of the PRC as a limited liability
company on September 4, 2009 with an initial registered capital of RMB10,000,000.
On April 21, 2016, our Company was converted to a joint stock company with limited
liability under the PRC Company Law. The re gistered address and headquarter of our
Company in the PRC is at Economic Development Zone, Fanchang County, Wuhu
City, Anhui Province, the PRC. A summary of our Articles is set out in ‘‘Appendix V
— Summary of Articles of Association’’.
We have established a place of business in Hong Kong at 40/F, Dah Sing
Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong, and was registered
with the Companies Registry in Hong Kong as a non-Hong Kong company under Part
16 of the Companies Ordinance on March 12, 2025. Ms. Au Wai Ching, being our joint
company secretary has been appointed as the authorized representative of our
Company for the acceptance of service of process and notice in Hong Kong. Our
address for acceptance of service of process is 40/F, Dah Sing Financial Centre, 248
Queen’s Road East, Wanchai, Hong Kong.
As our Company was incorporated in the PRC, our operations are subject to the
relevant laws and regulations of the PRC. A summary of the relevant aspects of laws
and regulations of the PRC and our Articles of Association is set out in Appendix IV
and V, respectively.
2. Changes in Share Capital of our Company
Our Company was incorporated on September 4, 2009 with registered capital of
RMB10,000,000 under the laws of the PRC as a limited liability company. Save as
disclosed in ‘‘History, Development and Corporate Structure’’, there has been no
alteration in our total issued share capital within the two years immediately preceding
the date of this prospectus.
3. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries
are set out in ‘‘History, Development and Corporate Structure — Our Principal
Operating Subsidiaries’’ and Note 1 to the Accountants’ Report as set out in Appendix
I to this prospectus. Save for the establishment of Zhangzhou Nida, a wholly-owned
subsidiary of the Company, with a register ed capital of RMB10 million, there has been
no change in the share capital of our subsid iaries within the two years immediately
preceding the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1–


--- page 390 ---
4. Resolutions of our Shareholders in relation to the Global Offering
Pursuant to the resolutions passed at a duly convened general meeting of our
Shareholders on March 28, 2025, it was resolved, among others:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each
a n ds u c hHS h a r e st ob el i s t e do nt h eS t o c kE x c h a n g e ;
(b) the number of H Shares to be issued pursuant to the Global Offering, and the
grant to the overall-coordinator of the Over-allotment Option of not more
than 15% of the number of H Shares issued pursuant to the Global Offering;
(c) the net proceeds from the Global Offering shall be applied for the purposes
as disclosed in ‘‘Future Plans and Use of Proceeds’’;
(d) subject to the CSRC’s approval, upon completion of the Global Offering,
67,347,108 Domestic Unlisted Shares in aggregate of our Company will be
converted into H Shares;
(e) subject to the completion of the Global Offering, the conditional adoption of
the Articles of Association which shall become effective upon the Listing;
and
(f) authorization of our Board and its authorized persons to handle all matters
relating to, among other things, the Global Offering and the Listing.
5. Restrictions on Repurchase
See ‘‘Appendix IV — Summary of Principal Legal and Regulatory Provisions’’
and ‘‘Appendix V — Summary of Articles of Association’’ for details.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of
business) have been entered into by us within the two years preceding the date of this
prospectus and are or may be material:
(a) the share repurchase agreement, dated June 25, 2024, entered into among our
Company, Beijing Sequoia, Mr. Yang, M s. Li, Jurun Investment, Kaixuan
Star and Kailai Star, pursuant to which our Company repurchased the
Shares from Beijing Sequoia at a consid eration of RMB135,000,000 plus
interest;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 2–


--- page 391 ---
(b) the capital increase agreement, dated December 8, 2024, entered into between
our Company, Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star, Kailai
Star, Shenzhen Junrong, Nuoxiang Jinhong, Nuoxiang Dongchen, Huaan
Fund and Xingnong Fund, pursuant to which Huaan Fund subscribed for
RMB1,210,646 of the registered capital of the Company at a consideration of
RMB40,000,000 and Xingnong Fund subscribed for RMB1,059,315 of the
registered capital of the Company at a consideration of RMB35,000,000;
(c) the cornerstone investment agreement, dated June 3, 2026, entered into
among our Company, Wuhu Fanchang District Rural Revitalization
Development Group (Hong Kong) Limited (‘‘ Fanchang Revitalization ’’),
Wuhu Fanchang District Rural Revitalization Development Group Co.,
Ltd.* ( 蕪湖市繁昌區鄉村振興發展集團有限公司), CITIC Securities (Hong
Kong) Limited, Guoyuan Capital (Ho ng Kong) Limited, CLSA Limited and
Guoyuan Securities Brokerage (Hong Kong) Limited, pursuant to which
Fanchang Revitalization agreed to subscribe for 1,610,000 H Shares at the
Offer Price (exclusive of the brokerage, AFRC transaction levy, SFC
transaction levy and Stock Exchange trading fee);
(d) the cornerstone investment agreement, dated June 3, 2026, entered into
among our Company, Top New Development Limited (‘‘ Top New ’’), CITIC
Securities (Hong Kong) Limited, Guoyuan Capital (Hong Kong) Limited,
CLSA Limited and Guoyuan Securitie s Brokerage (Hong Kong) Limited,
pursuant to which Top New agreed to subscribe for such number of H Shares
(rounded down to the nearest whole board lot of 100 H Shares) at the Offer
Price that may be purchased for an amount of USD10,000,000 (inclusive of
the brokerage, AFRC transaction le vy, SFC transaction levy and Stock
Exchange trading fee); and
(e) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights of Our Group
(a) Patents
As of the Latest Practicable Date, our Group has registered the following
patents which, in the opinion of the Directors, are material to our business:
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
1. A Manual Punching
Device for Fruit
Pickling ( 一種水果醃
製用手動打孔裝置)
Liuliu Research
Institute
ZL201720250645.X 2017/03/15 2027/03/14
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 3–


--- page 392 ---
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
2. An Air-Blowing
Packaging Device for
Snacks ( 一種零食用吹
空包裝置)
Liuliu Research
Institute
ZL201720249799.7 2017/03/15 2027/03/14
3. A Stirring Barrel for
Candied Fruit
Pickling ( 一種蜜餞醃
製用攪拌桶)
Liuliu Research
Institute
ZL201720249753.5 2017/03/15 2027/03/14
4. An Anti-Rollover
Gantry for Candied
Fruit Transportation
(一種蜜餞運輸用防翻
滾龍門架)
Liuliu Research
Institute
ZL201720249771.3 2017/03/15 2027/03/14
5. A Punching Machine for
Fruit Pickling ( 一種水
果醃製用打孔機)
Liuliu Research
Institute
ZL201720250644.5 2017/03/15 2027/03/14
6. An Adjustable Steering
Device for Candied
Fruit Transportation
(一種蜜餞運輸用可調
轉向裝置)
Liuliu Research
Institute
ZL201720250661.9 2017/03/15 2027/03/14
7. An Automatic Material
Distribution Device
for Candied Fruit ( 一
種蜜餞用自動分料裝
置)
Liuliu Research
Institute
ZL201720249755.4 2017/03/15 2027/03/14
8. A Punching Machine for
Candied Fruit
Pickling ( 一種蜜餞醃
製用打孔機)
Liuliu Research
Institute
ZL201720249800.6 2017/03/15 2027/03/14
9. An Automatic Cleaning
Equipment for Green
Plums ( 一種青梅自動
清洗設備)
Plum Jelly Tech ZL201711416501.8 2017/12/22 2037/12/21
10. A Fruit Sorting and
Conveying Device ( 一
種果品篩選輸送裝置)
Anhui Plum ZL201711408986.6 2017/12/22 2037/12/21
11. A Barrel Tipping
Machine for
Automatic Unloading
of Sugar-Soaking
Barrels ( 一種用於糖漬
桶自動倒料的翻桶機)
Guangxi Liuliu ZL201822171588.3 2018/12/24 2028/12/23
12. A Forming Mechanism
for Sealing Plastic
Packaging Bag ( 一種
用於塑料包裝袋封口
的成型機構)
Our Company ZL201920167562.3 2019/01/18 2029/01/17
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 4–


--- page 393 ---
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
13. A Lower Roll Film Tray
Bracket ( 一種下卷膜
托盤支架)
Our Company ZL201920167578.4 2019/01/18 2029/01/17
14. A Discharge Hopper
with Diverting and
Blocking Rods ( 一種
具有分流擋料桿的下
料斗)
Our Company ZL201920086419.1 2019/01/18 2029/01/17
15. A Receiving Box for the
Automatic Packaging
Machine ( 一種自動包
裝機接料盒)
Guangxi Liuliu ZL201920090348.2 2019/01/21 2029/01/20
16. An Elevated Roller
Transport Device ( 一
種高空輥筒運輸裝置)
Our Company ZL201920090457.4 2019/01/21 2029/01/20
17. A Defective Product
Removal Device for
Food Packaging ( 一種
用於食品包裝的不良
品去除裝置)
Our Company ZL201920139789.7 2019/01/28 2029/01/27
18. A Grid Filtration Device
for the
Sugar-Draining
Machine ( 一種瀝糖機
格柵過濾裝置)
Our Company ZL201920139974.6 2019/01/28 2029/01/27
19. A Continuous Cooking
Machine ( 一種
連續煮
製機)
Our Company ZL201920139784.4 2019/01/28 2029/01/27
20. A Selection and
Conveying Line for
Fruit Product
Processing ( 一種水果
製品加工挑選輸送線)
Guangxi Liuliu ZL201920139782.5 2019/01/28 2029/01/27
21. A Quantitative
Seasoning Device for
Candied Fruit
Processing ( 一種用於
蜜餞加工的定量調味
裝置)
Liuliu Research
Institute
ZL201921003183.7 2019/07/01 2029/06/30
22. A Sorting and
Classification System
for Candied Fruit
Processing ( 一種用於
蜜餞加工的挑選分類
系統)
Liuliu Research
Institute
ZL201921011145.6 2019/07/02 2029/07/01
23. A Defective Product
Removal Device for
Candied Fruit ( 一種蜜
餞的不良品剔除裝置)
Liuliu Research
Institute
ZL201921033425.7 2019/07/04 2029/07/03
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 5–


--- page 394 ---
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
24. A Method and System
for the Extraction and
Recovery of
Amygdalin from
Green Plums ( 一種用
於青梅中苦杏仁苷析
出與回收的方法以及
系統)
Our Company ZL202010485550.2 2020/06/01 2040/05/31
25. A Method for
Extracting Aromatic
and Aliphatic Organic
Acids from Green
Plums ( 一種青梅中芳
香族和脂肪族有機酸
的提取方法)
Our Company ZL202011212395.3 2020/11/03 2040/11/02
26. A Method for Preparing
Green Plum Essence
with Rich Mumefural
and High-Purity
Green Plum
Mumefural ( 一種富含
梅素的青梅精及高純
度青梅梅素的製備方
法)
Our Company ZL202011242366.1 2020/11/09 2040/11/08
27. A Plum Vibration
Grading Machine ( 一
種梅坯振動分級機)
Our Company,
Zhaoan Liuliu
ZL202121440689.1 2021/06/28 2031/06/27
28. An Elevator with
Filtration Function
(一種帶
有過濾功能的
提升機)
Our Company,
Zhaoan Liuliu
ZL202121680478.5 2021/07/23 2031/07/22
29. A Processing Method
for Increasing the
Mumefural Content
in Smoked Plums ( 一
種提高烏梅中梅素含
量的加工方法)
Our Company ZL202211248372.7 2022/10/12 2042/10/11
30. An Anti-Blockage
Drainage Filtration
Mechanism ( 一種防堵
型排水過濾機構)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech
ZL202223376733.4 2022/12/14 2032/12/13
31. A Raw Liquid
Extraction Device
Used in Food
Processing ( 一種食品
加工中使用的原液抽
取裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202322376855.1 2023/08/31 2033/08/30
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 6–


--- page 395 ---
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
32. A Detachable
Automatic Fruit
Sorting and Receiving
Device ( 一種拆卸式果
實自動篩選接料裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202322948237.X 2023/11/01 2033/10/31
33. An Automatic
Packaging Sorting
Device with an
Automatic Discharge
Structure ( 一種帶有自
動下料結構的包裝自
動分揀裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202323035984.0 2023/11/10 2033/11/09
34. A Rapid Food
Packaging Detection
Device with
Adjustable Feeding
Positions ( 一種可調整
進料位置的食品包裝
快速檢測裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202323053595.0 2023/11/13 2033/11/12
35. A Quick-Freezing
Bayberry Sorting
Machine ( 一種速凍楊
梅篩選機)
Our Company,
Plum Jelly
Tech, Zhaoan
Liuliu
ZL202323135758.X 2023/11/21 2033/11/20
36. An Intermittent
Multi-Stage
Processing Machine
for Controlling
Feeding Speed with
Pitting and Peeling
Functions ( 一
種便於
控制下料速度的間歇
式多級加工去核去皮
機)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202323459227.6 2023/12/19 2033/12/18
37. An Automatic Feeding
Fruit Punching
Device with Debris
Collection Function
(一種便於收集碎屑的
自動上料果實打孔裝
置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202323548027.8 2023/12/26 2033/12/25
38. A Multi-Functional
Rapid Food Safety
Detection and
Analysis Device with
an Anti-Shaking
Structure ( 一種具有防
晃動結構的多功能食
品安全快速檢測分析
裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202420002088.X 2024/01/02 2034/01/01
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 7–


--- page 396 ---
No. Patent Patentee Patent number
Application
date Expiry date
(yyyy/mm/dd) (yyyy/mm/dd)
39. A New Type of
Microbial
Fermentation Device
with Inner Wall
Cleaning Function ( 一
種具有內壁清理功能
的新型微生物發酵裝
置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202420038054.6 2024/01/08 2034/01/07
40. A Pesticide Residue
Detection Device for
Food Ingredients ( 一
種食品原料農藥殘留
檢測裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202420085961.6 2024/01/15 2034/01/14
41. An Automatic Lid
Opening and Closing
and Vacuum-Packing
Device for Food
Packaging ( 一種可自
動開合蓋的食品包裝
抽真空裝置)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202420293553.X 2024/02/18 2034/02/17
42. A Metal Component
Detection Mechanism
for Food ( 一種食品金
屬成分檢測機構)
Our Company,
Liuliu
Research
Institute, Plum
Jelly Tech,
Zhaoan Liuliu
ZL202420347399.X 2024/02/26 2034/02/25
(b) Trademarks
As of the Latest Practicable Date, our Group has registered the following
trademarks which, in the opinion of the D irectors, are material to our business:
No. Trademark Class
Place of
registration
Registration
number Registered owner Validity period
(yyyy/mm/dd)
1.
 29, 30,
31, 32,
33, 35
Hong Kong 306734593 Our Company 2024/11/22–
2034/11/21
2.
 29 Hong Kong 301762623 Our Company 2010/11/12–
2030/11/11
3.
 29 Hong Kong 302068515 Our Company 2011/10/26–
2031/10/25
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 8–


--- page 397 ---
No. Trademark Class
Place of
registration
Registration
number Registered owner Validity period
(yyyy/mm/dd)
4.
 29 Hong Kong 304139497 Anhui Liuliu 2017/05/15–
2027/05/14
5.
 29 Hong Kong 304139505 Our Company 2017/05/15–
2027/05/14
6.
 29 Hong Kong 304139514 Our Company 2017/05/15–
2027/05/14
7.
 29 PRC 67043465 Our Company 2023/05/07–2033/
05/06
8.
 29 PRC 16452885 Our Company 2016/05/28–
2036/05/27
9.
 29 PRC 16926905 Our Company 2016/08/14–
2036/08/13
10.
 41 PRC 17408646 Our Company 2016/09/07–
2036/09/06
11.
 29 PRC 18520932 Our Company 2017/01/14–
2027/01/13
12.
 29 PRC 19381474 Our Company 2017/04/28–
2027/04/27
13.
 29 PRC 11963776 Our Company 2017/05/21–
2027/05/20
14.
 29 PRC 22225732 Our Company 2018/01/28–
2028/01/27
15.
 29 PRC 22327652 Our Company 2018/01/28–
2028/01/27
16.
 29 PRC 22328036 Our Company 2018/01/28–
2028/01/27
17.
 29 PRC 23124023 Our Company 2018/03/07–
2028/03/06
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 9–


--- page 398 ---
No. Trademark Class
Place of
registration
Registration
number Registered owner Validity period
(yyyy/mm/dd)
18.
 29 PRC 25731212 Our Company 2018/07/28–
2028/07/27
19.
 33 PRC 26101800 Our Company 2018/09/21–
2028/09/20
20.
 29 PRC 26085345 Our Company 2018/11/21–
2028/11/20
21.
 29 PRC 28915068 Our Company 2018/12/21–
2028/12/20
22.
 29 PRC 30066794 Our Company 2019/01/28–
2029/01/27
23.
 29 PRC 30723552 Our Company 2019/02/21–
2029/02/20
24.
 29 PRC 30248044 Our Company 2019/03/07–
2029/03/06
25.
 29 PRC 32429665 Our Company 2019/04/14–
2029/04/13
26.
 29 PRC 32838643 Our Company 2019/05/07–
2029/05/06
27.
 29 PRC 26443551 Our Company 2019/07/28–
2029/07/27
28.
 29 PRC 36076886 Our Company 2019/09/07–
2029/09/06
29.
 29 PRC 35756650 Our Company 2019/09/14–
2029/09/13
30.
 29 PRC 34316575 Our Company 2019/10/07–
2029/10/06
31.
 29 PRC 35915800 Our Company 2020/05/21–
2030/05/20
32.
 32 PRC 35129167 Our Company 2020/07/14–
2030/07/13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 0–


--- page 399 ---
No. Trademark Class
Place of
registration
Registration
number Registered owner Validity period
(yyyy/mm/dd)
33.
 29 PRC 36831290 Our Company 2020/07/21–
2030/07/20
34.
 29 PRC 48602754 Our Company 2021/06/28–
2031/06/27
35.
 29 PRC 51896671 Our Company 2021/07/28–
2031/07/27
36.
 29 PRC 55660351 Our Company 2021/11/21–
2031/11/20
37.
 29 PRC 56562541 Our Company 2021/12/21–
2031/12/20
38.
 32 PRC 54416451 Our Company 2021/12/28–
2031/12/27
39.
 29 PRC 62118561 Our Company 2022/07/14–
2032/07/13
40.
 29 PRC 65892649 Our Company 2023/05/14–
2033/05/13
41.
 29 PRC 71762649 Our Company 2024/01/14–
2034/01/13
42.
 29 PRC 74850137 Our Company 2024/04/14–
2034/04/13
43.
 29 PRC 11963813 Our Company 2024/06/14–
2034/06/13
44.
 29 PRC 76856202 Our Company 2024/09/07–
2034/09/06
45.
 29 PRC 72363837 Our Company 2024/10/07–
2034/10/06
46.
 29 PRC 76807093 Our Company 2024/10/14–
2034/10/13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 1–


--- page 400 ---
(c) Copyrights
As of the Latest Practicable Date, our Group has registered the following
copyrights which, in the opinion of the Directors, are material to our business:
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
1. Cartoon Characters for
Liuliumei Mascot and
Twelve Constellations
(溜溜梅吉祥物及12星
座卡通形象)
Our Company Guozuodengzi-2016-F-00283571 2016/08/30 PRC
2. Cartoon Character for
Uncle Liu ( 溜叔卡通
形象)
Our Company Guozuodengzi-2016-F-00283572 2016/08/30 PRC
3. Main Character for Sister
Meishi and Cartoon
Characters for Magic
Spell Cards of Twelve
Constellations ( 梅事姐
主形象及12星座魔法冪
語卡卡通形象)
Our Company Guozuodengzi-2016-F-00283573 2016/08/30 PRC
4. Nita Cartoon Character
(尼嗒卡通形象)
Our Company Guozuodengzi-2016-F-00283927 2016/09/13 PRC
5. China Plum ( 中國梅) Our Company Guozuodengzi-2016-F-00325849 2016/10/17 PRC
6. China’s Plum Festival on
June 6 (6.6 中國青梅節)
Our Company Guozuodengzi-2016-F-00325848 2016/10/17 PRC
7. Enjoying Your Fruits ( 有
你好果子吃)
Our Company Guozuodengzi-2017-F-00377678 2017/04/17 PRC
8. Worry Dogs ( 有事汪) Our Company Guozuodengzi-2017-F-00377679 2017/04/17 PRC
9. No Worry Cats ( 沒事喵) Our Company Guozuodengzi-2017-F-00377680 2017/04/17 PRC
10. Cartoon Characters for
No Worry Cats ( 沒
事
喵卡通形象)
Our Company Guozuodengzi-2017-F-00490563 2017/08/17 PRC
11. Enjoying Your Fruits
Jungle Series
Packaging Bag ( 有你好
果子吃叢林裝系列
包裝袋)
Our Company Guozuodengzi-2018-F-00532771 2018/04/17 PRC
12. Cards Showing No
Worry Cats ( 炫喵
沒事卡)
Our Company Guozuodengzi-2018-F-00532772 2018/04/17 PRC
13. Trouble-Free Plum Can
Series Packaging ( 不煩
梅罐裝系列包裝)
Our Company Guozuodengzi-2018-F-00614230 2018/09/10 PRC
14. Thick Plum Cake Series
Packaging ( 厚梅糕系列
包裝)
Our Company Guozuodengzi-2018-F-00657339 2018/11/01 PRC
15. Plum Nourishment Series
Packaging ( 梅養系列
包裝)
Our Company Guozuodengzi-2018-F-00657338 2018/11/01 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 2–


--- page 401 ---
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
16. Marinated Plum Series
Packaging ( 泡梅系列
包裝)
Our Company Guozuodengzi-2018-F-00657342 2018/11/01 PRC
1 7 . J u s tT e a s eM eS e r i e s
Packaging ( 沒事撩一下
系列包裝)
Our Company Guozuodengzi-2018-F-00657343 2018/11/01 PRC
18. Two of Us Series
Packaging ( 我倆系列
包裝)
Our Company Guozuodengzi-2018-F-00657341 2018/11/01 PRC
19. Queen Plum Series
Packaging ( 女王梅系列
包裝)
Our Company Guozuodengzi-2018-F-00657340 2018/11/01 PRC
20. Liuliumei’s Haute
Couture Gift Box ( 溜
溜梅高定禮盒)
Our Company Guozuodengzi-2020-F-01016686 2020/04/08 PRC
21. Green Plums are Now in
Season ( 青梅上市了)
Our Company Guozuodengzi-2020-F-01117424 2020/09/07 PRC
22. Liuliumei’s Traditional
Chinese Style Series
(溜溜梅國風系列)
Our Company Guozuodengzi-2021-F-00043667 2021/02/24 PRC
23. Green Plum Experience
Station — T Station
(青梅體驗站 —T 站)
Our Company Guozuodengzi-2021-F-00086638 2021/04/16 PRC
24. Liuliumei’s Bucket Series
for Red Plum
Welcoming Spring ( 溜
溜梅紅梅報春桶系
列)
Our Company Guozuodengzi-2021-F-00090574 2021/04/22 PRC
25. Green Plum Experience
Station — C2 Station
(青梅體驗站 —C 2 站)
Our Company Guozuodengzi-2021-F-00122391 2021/06/02 PRC
26. Sour Preserved Plum
(酸話梅)
Our Company Guozuodengzi-2021-F-00139967 2021/06/23 PRC
27. Traditional Chinese Style
6-Flavor Green Plum
Family Bucket ( 國風6
味青梅全家桶)
Our Company Guozuodengzi-2022-F-10026986 2022/02/08 PRC
28. Liuliumei’s Joyful Plum
Bucket ( 溜溜梅喜上梅
梢桶)
Our Company Guozuodengzi-2022-F-10085334 2022/04/22 PRC
29. Plum Flavor Unleashed
Bucket — Sour ( 梅味
大開桶 — 酸)
Our Company Guozuodengzi-2022-F-10114955 2022/06/09 PRC
30. Plum Flavor Unleashed
Bucket — Plum ( 梅味
大開桶 — 梅)
Our Company Guozuodengzi-2022-F-10114950 2022/06/09 PRC
31. 720g 5-Flavor Plum Jelly
Assorted Package
(720g5 味梅凍繽紛裝)
Our Company Guozuodengzi-2022-F-10114951 2022/06/09 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 3–


--- page 402 ---
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
32. 800g Liuliumei’s Green
Plum Seasonal Story
Gift Box (800g 溜溜梅
青梅時節物語禮盒)
Our Company Guozuodengzi-2022-F-10168166 2022/08/17 PRC
33. Crispy Green Plum
Packaging ( 脆青梅
包裝)
Our Company Guozuodengzi-2022-F-10236954 2022/11/11 PRC
34. Kari Crispy Green Plum
Series Honey Flavor
Packaging ( 咔哩脆青梅
系列蜂蜜味包裝)
Our Company Guozuodengzi-2022-F-10236960 2022/11/11 PRC
35. Green Plum Treasure
Bucket ( 青梅寶藏桶)
Our Company Guozuodengzi-2023-F-00005044 2023/01/10 PRC
36. Liuliumei’s Green Tea
Plum ( 溜溜梅綠茶
青梅)
Our Company Guozuodengzi-2023-F-00065216 2023/04/14 PRC
37. Plum Jelly Cubes ( 梅凍凍
凍仔)
Our Company Guozuodengzi-2023-F-00068909 2023/04/19 PRC
38. 1.78kg Bucketed Plum
Jelly (1.78 千克桶裝
梅凍)
Our Company Guozuodengzi-2023-F-00073419 2023/04/24 PRC
39. 120g Heart-shaped
Packaging Natural
Green Plum Jelly +
Grape-flavored
Konjac Jelly (120g 凍心
裝天然青梅+葡萄蒟蒻
果凍)
Our Company Guozuodengzi-2023-F-00078461 2023/04/28 PRC
40. Plum Jelly Dream
Factory Gift Box
(梅凍
夢工廠禮盒)
Our Company Guozuodengzi-2023-F-00087785 2023/05/12 PRC
41. Logo for Jiangnan Plum
Village ( 江南梅鄉logo)
Our Company Guozuodengzi-2023-F-00144275 2023/07/14 PRC
42. 80g Sharing Packaging
Herbal-flavored
Preserved Plums
(80g 分享裝草本話梅)
Our Company Guozuodengzi-2023-F-00145608 2023/07/17 PRC
43. Jiangnan Plum Village —
Trouble-Free Plum
(江南梅鄉 — 不煩梅)
Our Company Guozuodengzi-2023-F-00145609 2023/07/17 PRC
44. 80g Small Can Packaging
Herbal-flavored
Preserved Plums
(80g 小罐梅草本話梅)
Our Company Guozuodengzi-2023-F-00145603 2023/07/17 PRC
45. Jiangnan Plum Village —
Wife Plum ( 江南梅鄉
— 老婆梅)
Our Company Guozuodengzi-2023-F-00145604 2023/07/17 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 4–


--- page 403 ---
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
46. 180g Prune Enzyme Jelly
Packaging (180g 西梅
酵素果凍包裝)
Our Company Guozuodengzi-2023-F-00220253 2023/10/09 PRC
47. Liuliumei Hopes
Everything is Going
Well when Back to
School ( 溜溜梅開學
啥都6)
Our Company Guozuodengzi-2023-F-00229520 2023/10/16 PRC
48. Jiangnan Plum Village
Series Product
Packaging Design —
Queen Plum ( 江南梅鄉
系列產品包裝設計 —
女王梅)
Our Company Guozuodengzi-2023-F-00265477 2023/11/08 PRC
49. No-additive Pitted Prune
— Packaging Bag (0 添
加無核西梅 — 包裝袋)
Our Company Guozuodengzi-2023-F-00301203 2023/12/15 PRC
50. Liuliumei’s Korean-Style
Preserved Plum ( 溜溜
梅韓話梅)
Our Company Guozuodengzi-2023-F-00309805 2023/12/22 PRC
51. Japanese Plum Cake
Packaging ( 日式梅餅
包裝)
Our Company Guozuodengzi-2024-F-00001097 2024/01/03 PRC
52. Aged Citrus Peel Plum
Cake Packaging ( 陳皮
梅餅包裝)
Our Company Guozuodengzi-2024-F-00001098 2024/01/03 PRC
53. Liuliumei’s Heart
Selection Series —
Salted Plum Strips
(溜溜梅心選系列 —
鹽津
梅條)
Our Company Guozuodengzi-2024-F-00005283 2024/01/09 PRC
54. Daily Rainbow Plum
Packaging Bag ( 每日彩
虹梅包裝袋)
Our Company Guozuodengzi-2024-F-00045022 2024/02/05 PRC
55. 200g Plum Tea, Green
Plum and Snow Pear
Tea Soup Packaging
Box (200g 梅茶青梅雪
梨茶湯包裝盒)
Our Company Guozuodengzi-2024-F-00093164 2024/04/03 PRC
56. 200g Plum Tea, Smoked
Plum and Ginger Tea
Soup Packaging Box
(200g 梅茶烏梅薑茶湯
包裝盒)
Our Company Guozuodengzi-2024-F-00093166 2024/04/03 PRC
57. 200g Plum Tea, Smoked
Plum and Ginger Tea
Soup Packaging Bag
(200g 梅茶烏梅薑茶湯
包裝袋)
Our Company Guozuodengzi-2024-F-00093165 2024/04/03 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 5–


--- page 404 ---
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
58. 60g Leisure Packaging
Real Smoked Plums
(60g 休閒裝真烏梅)
Our Company Guozuodengzi-2024-F-00097461 2024/04/10 PRC
59. Orange and Grapefruit
Fruit Nectar Jelly
Packaging Bag ( 香橙西
柚果漿果凍包裝袋)
Plum Jelly Tech Guozuodengzi-2024-F-00111973 2024/04/28 PRC
60. Snow Pear and Loquat
Fruit Nectar Jelly
Packaging Bag ( 雪梨枇
杷果漿果凍包裝袋)
Plum Jelly Tech Guozuodengzi-2024-F-00111972 2024/04/28 PRC
61. 221g Pitted Prune
Packaging Bag (221g
無核西梅包裝袋)
Our Company Guozuodengzi-2024-F-00238865 2024/08/12 PRC
62. 221g Pitted Prune Roll
Film (221g 無核西梅
卷膜)
Our Company Guozuodengzi-2024-F-00238864 2024/08/12 PRC
63. Liuliumei’s Super Green
Plum Music Festival
KV ( 溜溜梅超級青梅音
樂節KV)
Our Company Guozuodengzi-2024-F-00251431 2024/08/23 PRC
64. 2.0 Prune Products —
100g Chilean Pitted
Prunes (2.0 西梅產品
— 100g 智利無核西梅)
Our Company Guozuodengzi-2024-F-00260782 2024/09/02 PRC
65. Liuliumei’s Guizhou
Sour-spicy Plum ( 溜溜
梅貴州酸辣梅)
Our Company Guozuodengzi-2024-F-00260773 2024/09/02 PRC
66. Liuliumei’s
Pineapple-flavored
Bobo Plum ( 溜溜梅鳳
梨啵啵梅)
Our Company Guozuodengzi-2024-F-00260774 2024/09/02 PRC
67. Liuliumei’s Japanese
Plum Cake ( 溜溜梅
日式梅餅)
Our Company Guozuodengzi-2024-F-00285121 2024/09/27 PRC
68. 500g 3-Flavor Lactic
Acid Bacteria Fruit
Nectar Plum Jelly
(500g3 味乳酸菌果漿
梅凍)
Plum Jelly Tech Guozuodengzi-2024-F-00295110 2024/10/10 PRC
69. 140g + 30g Free Prunes
(140g+ 贈30g西梅)
Our Company Guozuodengzi-2024-F-00308226 2024/10/18 PRC
70. Premium Plum ( 皇梅) Our Company Guozuodengzi-2024-F-00308818 2024/10/18 PRC
71. 610g Eye-Catching
Package — Joyful
Plum (610g 顯眼包 —
喜上梅梢)
Our Company Guozuodengzi-2024-F-00348825 2024/12/03 PRC
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 6–


--- page 405 ---
No. Copyright name Owner Copyright number
First
publication
date
Place of
registration
(yyyy/mm/dd)
72. 50g Korean-Style
Preserved Plum
Packaging Bag
(50g 韓話梅包裝袋)
Our Company Guozuodengzi-2024-F-00348827 2024/12/03 PRC
73. 50g Queen Plum
Packaging Bag
(50g 女王梅包裝袋)
Our Company Guozuodengzi-2024-F-00348829 2024/12/03 PRC
74. 40g Salted Plum Strip
Packaging Bag
(40g 鹽津梅條包裝袋)
Our Company Guozuodengzi-2024-F-00348824 2024/12/03 PRC
75. 40g Flavorful Preserved
Plum Packaging Bag
(40g 開味話梅包裝袋)
Our Company Guozuodengzi-2024-F-00348828 2024/12/03 PRC
76. 520g Green Plum Family
Bucket — The Edition
Wishing Everything
Goes Smoothly during
t h eC h i n e s eN e wY e a r
(520g 青梅全家桶 —
CNY新年666款)
Our Company Guozuodengzi-2024-F-00348826 2024/12/03 PRC
77. Electrolyte-infused
Slushy Jelly ( 電解質
沙冰)
Plum Jelly Tech Guozuodengzi-2025-F-00136706 2025/05/07 PRC
(d) Domain Names
As of the Latest Practicable Date, our Group has registered the following
domain which, in the opinion of the Directors, is material to our business:
No. Domain Owner Expiry date
(yyyy/mm/dd)
1. liuliumei.com Our Company 2029/03/06
C. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND
SUBSTANTIAL SHAREHOLDERS
1. Particulars of Directors’ and Supervisors’ Service Contracts
Each of the Directors and Supervisors has e n t e r e di n t oas e r v i c ec o n t r a c tw i t ho u r
Company for an initial term of three years, and each of the service contracts is subject
to termination in accordance with their respective terms. The service contracts may be
renewed in accordance with our Articles o f Association and the applicable Listing
Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 7–


--- page 406 ---
Save as disclosed above, none of our Directors or Supervisors has entered, or has
proposed to enter, a service contract with any member of our Group (other than
contracts expiring or determinable by the relevant employer within one year without
the payment of compensation other than statutory compensation).
2. Remuneration of Directors and Supervisors
Save as disclosed in ‘‘Directors, Supervi sors and Senior Management’’ and Note 9
to the Accountants’ Report, no Director or Supervisor received other remuneration or
benefits in kind from our Company in 2023, 2024 and 2025.
3. Disclosure of interests
(a) Disclosure of interests of Directors, Supervisors and chief executive of our
Company
Immediately following the completion of the Global Offering and assuming
no exercise of the Over-allotment Option, the interest and/or short position (as
applicable) of our Directors, Supervisors and chief executives of our Company in
the shares, underlying shares and debentures of our Company or its associated
corporations (within the meaning of Part XV of the SFO) which will be required
to be notified to our Company and the Stock Exchange pursuant to Divisions 7
and 8 of Part XV of the SFO (including interest or short positions which they were
taken or deemed to have under such provisions of the SFO) or which will be
required, pursuant to section 352 of the SF O, to be entered in the register referred
to therein, or which will be required, pursuant to the Model Code for Securities
Transactions by Directors of Listed Issuers as set out in Appendix C3 to the
Listing Rules, to be notified to our Company and the Stock Exchange, once the H
Shares are listed, will be as follows:
Interests in our Company
Shares held in the total share capital of our Company
immediately following the completion of the Global Offering
(assuming the Over-allotment Option is not exercised)
Name Nature of interest Class of Shares
Number of
Shares
Shareholding
percentage
(Approximate
%)
Mr. Yang (1) Beneficial owner, interest held
by controlled corporations,
interest of spouse
Domestic Unlisted
Shares
59,108,359 75.00%
Notes:
(L) All the interests stated are long positions.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 8–


--- page 407 ---
(1) As of the Latest Practicable Date, Jurun Investment is owned as to 90% by Mr. Yang,
who is our executive Director, and 10% by Ms. Li, the spouse of Mr. Yang. By virtue of
the SFO, Mr. Yang is deemed to be interested in the Shares held by Jurun Investment.
Kaixuan Star is owned as to approximately 1.39% by Mr. Yang and 5.56% by Ms. Li,
and Mr. Yang is the general partner of Kaixuan Star. By virtue of the SFO, Mr. Yang is
deemed to be interested in the Shares held by Kaixuan Star. Kailai Star, our Pre-IPO
Share Incentive Platform, is owned as to approximately 1.00% by Mr. Yang as general
partner, approximately 41.67% by Liuliu Star and approximately 12.50% by Liuliu
LIUM. Liuliu Star was held as to approximately 14.90% by Mr. Yang as general
partner, approximately 36.00% by Liuliu Or chard and approximately 15.00% by Liuliu
Ren. Mr. Yang, as general partner, held approximately 24.67% of Liuliu LIUM, 23.33%
of Liuliu Orchard, and 12.70% of Liuliu Ren. By virtue of the SFO, Mr. Yang is deemed
to be interested in the Shares held by Kailai Star.
Save as disclosed above, none of the Directors, Supervisors or the chief
executive of our Company will, immediat ely following the completion of the
Global Offering and the conversion of the Domestic Unlisted Shares into H
Shares, have an interest and/or short position (as applicable) in the Shares,
u n d e r l y i n gS h a r e so rd e b e n t u r e so fo u rC o m p a n yo ra n yi n t e r e s t sa n d / o rs h o r t
positions (as applicable) in the shares, u nderlying shares or debentures of our
Company’s associated corporations (within the meaning of Part XV of the SFO)
which (i) will have to be notified to our Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which they are taken or deemed to have under such provisions of the
SFO), (ii) will be required, pursuant to Section 352 of the SFO, to be entered in
the register referred to therein or (iii) will be required, pursuant to the Model
Code for Securities Transactions by Directors of Listed Issuers as set out in
Appendix C3 to the Listing Rules, to be notified to our Company and the Stock
Exchange, in each case once the Shares are listed on the Stock Exchange.
(b) Disclosure of interests of substantial shareholders
Save as disclosed in ‘‘Substantial Shareholders’’, immediately following the
completion of the Global Offering and assuming that the Over-allotment Option
is not exercised, our Directors are not aware of any person (not being a Director
or chief executive of our Company) who will have interests or short positions in
our Shares or underlying Shares which would be required to be disclosed to us and
the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO, or, directly or indirectly, be interested in 10% or more of the nominal value
of any class of share capital carrying the rights to vote in all circumstances at
general meetings of our Company or any other members of our Group.
4. Agency Fees or Commissions Received
Save as disclosed in ‘‘Underwriting’’, no commissions, discounts, brokerages or
other special terms were granted within the two years preceding the date of this
prospectus in connection with the issue or sale of any capital or security of any member
of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 1 9–


--- page 408 ---
5. Disclaimers
(a) save as disclosed in ‘‘Substantial Shareholders’’ and this appendix, none of
our Directors, Supervisors or the chief executive of our Company has any
interest or short position in the Shares, underlying shares or debentures of
our Company or any of its associated corporation (within the meaning of the
SFO) which will have to be notified to our Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO 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 our Company
and the Hong Kong Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors o f Listed Issuers once the H Shares are
listed;
(b) save as disclosed in ‘‘History, Development and Corporate Structure’’ and
this appendix, none of our Directors, Supervisors or any of the experts listed
in ‘‘E. Other Information — 12. Qualification of Experts’’ in this appendix is:
(i) interested in our promotion, or in any assets which have been, within
two years immediately preceding the date of this prospectus, acquired or
disposed of by or leased to us, or are proposed to be acquired or
disposed of by or leased to any member of our 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;
(c) save as disclosed in ‘‘Substantial Shareholders’’ and this appendix, so far as is
known to our Directors, Supervisors or the chief executive of our Company,
no person (not being a Director, Supervisor or chief executive of our
Company) will, immediately following the completion of the Global
Offering, have an interest or short position in the Shares or underlying
shares of our Company which would fall to be disclosed to our Company
under the provisions of Divisions 2 and 3 of Part XV of SFO or be interested,
directly or indirectly, in 10% or more of the nominal value of any class of
share capital carrying rights to vote in a ll circumstances at general meetings
of any member of our Group; and
(d) none of our Directors, Supervisors or t heir respective close associates (as
defined under the Listing Rules) or our Shareholders who are interested in
more than 5% of the issued share capital of our Company has any interest in
the five largest customers or the five largest suppliers of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 2 0–


--- page 409 ---
D. PRE-IPO SHARE INCENTIVE PLAN
The following is a summary of the principal terms of the Pre-IPO Share Incentive Plan
approved and adopted by our Company on D ecember 17, 2025 for the purpose of attracting
and retaining talents for our Group. Under the Pre-IPO Share Incentive Plan, eligible
participants are granted interests in Kailai S tar, Liuliu Star, Liuliu LIUM, Liuliu Orchard
or Liuliu Ren (‘‘ Pre-IPO Share Incentive Platform(s) ’’). As of the Latest Practicable Date,
Kailai Star held approximately 3.56% of our total issued Shares. See ‘‘History,
Development and Corporate Structure’’. The Pre-IPO Share Incentive Plan is not subject
to the provisions of Chapter 17 of the Listing Rules as the Pre-IPO Share Incentive Plan
does not involve the grant of options by our Company to subscribe for new Shares or award
of Shares upon Listing. As of the Latest Practicable Date, there were no outstanding
options or awards under the Pre-IPO Share Incentive Plan, and no such options or awards
will be outstanding upon Listing.
(a) Purpose
The purpose of the Pre-IPO Share Incentive Plan is to attract and retain talents
for our Group. The Pre-IPO Share Incentive Plan fosters shared interests between our
Shareholders and our management team, thereby furthering our Company’s focus on
long-term development.
(b) Form of the Pre-IPO Share Incentive Plan
The grantees, as limited partners of the Pre -IPO Share Incentive Platforms, shall
subscribe for partnership interest therein according to the amount approved by the
Board (the ‘‘Awards ’’), and make the corresponding contribution in accordance with
the arrangement of the Board, thereby hol ding indirect interest in the Shares.
(c) Eligible participants
Persons eligible to participate in the Pre-IPO Share Incentive Plan are the
employees of our Group who have made contribution to the development of our
Group. The Board decides on the list of grantees and allocation of the Awards after
considering, among other things, the job na ture, professional qualities, employees’
years of service, historical performance and contribution to our Group, growth
potential and recognition with our corporate values.
(d) Term
Subject to any early termination due to, among others, the liquidation or
cessation of business of our Company, the Pre-IPO Share Incentive Plan shall be valid
and effective from the adoption date of the plan and expire on the date of completion
of the reduction of all the participants’ shareholdings or the completion of the
repurchase and cancellation of such shareholdings.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 2 1–


--- page 410 ---
(e) Scheme administration
Mr. Yang has been authorized by the Board to act as the scheme administrator,
and has the authority to, among others, determine the eligible participants of the
schemes, the number of shares to be grant ed, the grant price, and the repurchase of
shares from grantees.
(f) Voting rights
All grantees under the Pre-IPO Share Incentive Plan are informed and
acknowledge that Mr. Yang, the general par tner of Kailai Star, Liuliu Star, Liuliu
LIUM, Liuliu Orchard and Liuliu Ren, is entitled, pursuant to the partnership
agreements, to represent Kailai Star at our Co mpany’s shareholders’ meetings and to
independently exercise voting rights, respectively.
(g) Transfer restrictions
The Awards granted to the grantees will be unlocked in the following manners
subject to the achievement of the certain performance targets of the Company and the
grantee respectively (indivi dually and collectively):
For grantees who are granted no more than 10,000 Awards (inclusive)
. Upon the expiry of 12 months from the Listing Date, up to 40% of the total
Awards may be unlocked during the period from the first trading day
following the 12-month anniversary of the Listing Date to the last trading
day before the 24-month anniversary.
. Upon the expiry of 24 months from the Listing Date, up to an additional
30% may be unlocked during the period from the first trading day following
the 24-month anniversary to the last trading day before the 36-month
anniversary.
. Upon the expiry of 36 months from the L isting Date, the remaining 30% may
be unlocked during the period from the first trading day following the
36-month anniversary to the last trading day before the 48-month
anniversary.
For grantees who are granted more than 10,000 Awards
. Upon the expiry of 12 months from the Listing Date, up to 25% of the total
Awards may be unlocked during the period from the first trading day
following the 12-month anniversary to the last trading day before the
24-month anniversary.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
–V I - 2 2–


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. Upon the expiry of 24 months from the Listing Date, up to an additional
25% may be unlocked during the period from the first trading day following
the 24-month anniversary to the last trading day before the 36-month
anniversary.
. Upon the expiry of 36 months from the Listing Date, up to an additional
20% may be unlocked during the period from the first trading day following
the 36-month anniversary to the last trading day before the 48-month
anniversary.
. Upon the expiry of 48 months from the Listing Date, up to an additional
20% may be unlocked during the period from the first trading day following
the 48-month anniversary to the last trading day before the 60-month
anniversary.
. Upon the expiry of 60 months from the L isting Date, the remaining 10% may
be unlocked during the period from the first trading day following the
60-month anniversary to the last trading day before the 72-month
anniversary.
(together, the ‘‘Time-based Unlocking Schedule ’’)
The Remuneration and Appraisal Committee of the Board shall review and
determine the fulfillment of the performance targets, and report to the Board
accordingly.
(h) Repurchase of the Awards
The general partner of the Pre-IPO Share Incentive Platforms or any person
designated by the general partner of the Pre-IPO Share Incentive Platforms, has the
right to repurchase all Awards held by the grantees, if (i) the Awards failed to be
unlocked during the Time-based Unlocking Schedule; (ii) due to faults of the grantees,
such as violation of the applicable regu lations and laws, violation of contracts,
negligence, or other actions causing negat ive impact on our Company; and (iii) the
employment relationship between the grantees and our Company terminates due to
non-fault actions of the grantees such as, among other things, death, loss of civil or
labour capability, non-fault dismissal.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(i) Details of the Awards granted
Set out below are the details of the partnership interests in the Pre-IPO Share
Incentive Platforms and/ or list of the grantees under the Pre-IPO Share Incentive Plan
that are granted with the Awards:
Percentage of capital contribution in Pre-IPO Share
Incentive Platforms
As of the Latest Practicable
Date and immediately prior
to the Global Offering
Name of grantee Kailai Star Liuliu Star Liuliu LIUM
Liuliu
Orchard Liuliu Ren
Approximate
number of
Shares
corresponding
to the Awards
held by the
grantee Note
Approximate
shareholding
percentage
corresponding
to the Awards
held by the
grantee in the
total number
of Shares in
issue
Directors
Mr. Yang 1.00% 14.90% 24.67% 23.33% 12.67% 350,000 0.52%
Mr. Mei Huixiang 8.33% – – – – 199,998 0.30%
Mr. Ning Pengfei 6.25% – – – – 150,000 0.22%
Ms. Hu Yan 2.08% – – – – 49,998 0.07%
Supervisors of the Company
Ms. Zhang Wenxia 1.25% – – – – 30,000 0.04%
Senior management of the Company (other than the Directors)
Mr. Zhang Shuai – 10.00% – – – 100,000 0.15%
Other grantees being employees
of our Group 25.88% 18.50% 75.33% 76.67% 87.33% 1,520,004 2.25%
Note: For illustrating the indirect interests of g rantee in our Company, the number of Shares are
presented and calculated by multiplying their respective percentage of limited partnership
interests by the total number of Shares hel d by the Pre-IPO Share Incentive Platforms.
All Awards granted had been vested and al l partnership interests in Kailai Star,
Liuliu Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren have been subscribed by and
fully paid up by the grantees, and the rele vant registration had been completed. No
further Awards will be granted after the date of this prospectus and the Pre-IPO Share
Incentive Plan will not cause any dilution of th e shareholding of our Shareholders after
the Listing.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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E. OTHER INFORMATION
1. Estate Duty
We have been advised that no material liability for estate duty under PRC law is
likely to fall upon the Group.
2. Litigation
Except as disclosed in ‘‘Business — Legal Proceedings and Compliance’’, 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 is
known to our Directors to be pending or threatened by or against any member of our
Group, that would have a material adverse effect on our Group’s results of operations
or financial condition, taken as a whole.
3. Application for Listing
The Joint Sponsors have made an application on behalf of our Company to the
Listing Committee for the listing of, and permission to deal in (i) the Domestic
Unlisted Shares to be converted into H Sha res; and (ii) the H Shares to be issued as
mentioned in this prospectus. All necessary arrangements have been made to enable the
securities to be admitted into CCASS.
4. Joint Sponsors’ Independence
Each of the Joint Sponsors satisfies the independence criteria applicable to
sponsors as set out in Rule 3A.07 of the Listing Rules. The sponsor fees payable to the
Joint Sponsors in connection with the Li sting by our Company is HK$6.4 million in
aggregate.
5. Compliance Advisor
Our Company has appointed Guoyuan Capital (Hong Kong) Limited as our
compliance advisor in compliance with Rul es 3A.19 and 19A.05 of the Listing Rules.
6. Preliminary Expenses
As of the Latest Practicable Date, our Company had not incurred material
preliminary expenses.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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7. Promoter
See ‘‘History, Development and Corporate Structure — Corporate Development
— Conversion into a Joint Stock Limited Company in April 2016’’ for details of our
promoters when we were established as a joint stock limited company.
Save as disclosed in ‘‘History, Development and Corporate Structure’’, within the
two years immediately preceding the date of this prospectus, no cash, securities or
other benefit have been paid, allotted or given or have been proposed to be paid,
allotted or given to the above promoter i n connection with the Global Offering or
related transactions herein.
8. Consents of Experts
Each of the experts as listed in ‘‘E. Oth er Information — 12. Qualification of
Experts’’ in this appendix has given and has not withdrawn its consent to the issuance
of this prospectus with the inclusion of its view, report and/or letter and/or legal
opinion (as the case may be) and references t oi t sn a m ei n c l u d e dh e r e i ni nt h ef o r ma n d
context in which it respectively appears.
None of the experts named above has any shareholding interest in our Company
or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe
for or to nominate persons to subscribe for securities in our Company or any of our
subsidiaries.
9. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance
hereof, of rendering all persons concerned bound by all of the provisions (other than
the penal provisions) of sections 44A and 44B of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance so far as applicable.
10. Bilingual document
The English language and Chinese language versions of this prospectus are being
p u b l i s h e ds e p a r a t e l yi nr e l i a n c eo nt h ee x e m p t i o np r o v i d e di ns e c t i o n4o ft h e
Companies (Exemption of Companies and Prospectuses from Compliance with
Provisions) Notice (Chapter 32L of the Laws of Hong Kong).
This prospectus is written in the English language and contains a Chinese
translation for information purposes only. Should there be any discrepancy between
the English language of this prospectus an d the Chinese translation, the English
language version of this prospectus shall prevail.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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11. Taxation of Holders of H Shares
(a) Hong Kong
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp
duty if such sale, purchase and transfer a re affected on the H Share register of
members of our Company, including in circumstances where such transactions are
effected on the Stock Exchange. The current rate of Hong Kong stamp duty for
such sale, purchase and transfer is 0.1% of the consideration or, if higher, the fair
value of the H Shares being sold or transferred.
(b) Consultation with Professional Advisors
Intending holders of the H Shares are recommended to consult their
professional advisors if they are in any doubt as to the taxation implications of
subscribing for, purchasing, holding or d isposing of or dealing in the H Shares. It
is emphasized that none of our Company, our Directors, Supervisors or the other
parties involved in the Global Offering will accept responsibility for any tax effect
on, or liabilities of, holders of H Shares re sulting from their subscription for,
purchase, holding or disposal of or dealing in the H Shares or exercise of any
rights attaching to them.
12. Qualification of Experts
The followings are the qualifications of the experts who have given opinion or
advice which are contained herein:
Name Qualifications
CITIC Securities
(Hong Kong) Limited
A licensed corporation under the SFO to conduct Type
4 (advising on securities) and Type 6 (advising on
corporate finance) regulated activities as defined under
the SFO
Guoyuan Capital
(Hong Kong) Limited
A licensed corporation under the SFO to conduct Type
1 (dealing in securities) and Type 6 (advising on
corporate finance) regulated activities as defined
under the SFO
AllBright Law Offices Legal advisors as to PRC laws
Ernst & Young Certified Public Accountants and Registered Public
Interest Entity Auditor u nder the Accounting and
Financial Reporting Council Ordinance
Frost & Sullivan Independent industry consultant
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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13. No Material Adverse Change
Our Directors believe that there has been no material adverse change in the
financial or trading position since December 31, 2025 (being the date to which the
latest audited consolidated financial s tatements of the Group were prepared).
14. Miscellaneous
Save as disclosed in ‘‘History, Development and Corporate Structure’’, ‘‘Share
Capital’’ and this appendix:
(a) within the two years immediately preceding the date of this prospectus, our
Company has not issued nor agreed to issue any share or loan capital fully or
partly paid either for cash or for a consideration other than cash;
(b) no share or loan capital of our Company is under option or is agreed
conditionally or unconditionally to be put under option;
(c) our Company has not issued nor agreed to issue founder, management or
deferred shares or any deferred debentures;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) within the two years immediately preceding the date of this prospectus, no
commission, discount, brokerage or other special term has been granted or
agreed to be granted in connection with the issue or sale of any capital of our
Company or any of our subsidiaries;
(f) within the two years immediately pre ceding the date of this prospectus, no
commission has been paid or is payable for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure subscription for any
share in or debentures of our Company;
(g) there is no arrangement under which future dividends are waived or agreed to
be waived;
(h) there has been no interruption in our business which may have or have had a
significant effect on the financial position in the last 12 months; and
(i) our Company is not presently listed on any stock exchange or traded on any
trading system.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of each of the material contracts r e f e r r e dt oi n‘ ‘ A p p e n d i xV I—S t a t u t o r y
and General Information — B. Further Information about our Business — A.
Summary of Material Contracts’’; and
(b) the written consents referred to in ‘‘Appendix VI — Statutory and General
Information — E. Other Information — 8. Consents of Experts’’.
DOCUMENTS AVAILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of our
Company at
www.liuliumei.com and on the website of the Stock Exchange at
www.hkexnews.hk during a period of 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the accountant’s report from Ernst & Young, the text of which is set out in
Appendix I to this prospectus;
(c) the audited consolidated financial statements of our Group for the three years
ended December 31, 2023, 2024 and 2025;
(d) the unaudited pro forma financial information of our Group from Ernst &
Young, the text of which is set forth in Appendix II to this prospectus;
(e) the industry report issued by Frost & Sullivan referred to in ‘‘Industry Overview’’;
(f) the PRC legal opinions issued by AllBri ght Law Offices, our PRC Legal Advisors;
(g) the material contracts referred to ‘‘Appendix VI — Statutory and General
Information — B. Further Informati on about our Business — 1. Summary of
Material Contracts’’;
(h) the service contracts referred to in ‘‘Appendix VI — Statutory and General
Information — C. Further Information about our Directors, Supervisors and
Substantial Shareholders — 1. Particulars of Directors’ and Supervisors’ Service
Contracts and Appointment Letters’’;
(i) the written consents referred to in ‘‘Appendix VI — Statutory and General
Information — E. Other Information — 8. Consents of Expert’’; and
(j) the PRC Company Law, the PRC Securities Law, the Trial Measures for the
Administration on Overseas Securities Offering and Listing by Domestic
Companies, together with unoffici al English translations thereof.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND AVAILABLE ON DISPLAY
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Stock code : 6658