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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility forthe contents of this Application Proof,make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part ofthe contents of this Application Proof.Application Proof ofWellCell Holdings Co.,Limited經 緯 天 地 控 股 有 限 公 司(the Company)(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by The Stock Exchange of Hon
3、g Kong Limited(the StockExchange)and the Securities and Futures Commission(the Commission)solely for the purpose of providinginformation to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subject to changewhich can be material.By v
4、iewing this document,you acknowledge,accept and agree with the Company,its jointsponsors,overall coordinators,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Company to the public in HongKong and not for any other pur
5、poses.No investment decision should be based on the information contained inthis document;(b)the publication of this document or supplemental,revised or replacement pages on the Stock Exchangeswebsite does not give rise to any obligation of the Company,its joint sponsors,overall coordinators,adviser
6、sor members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction.There is no assurance that the Company will proceed with the offering;(c)the contents of this document or supplemental,revised or replacement pages may or may not be replicated infull or in p
7、art in the actual final listing document;(d)this Application Proof is not the final listing document and may be updated or revised by the Company fromtime to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange ofHong Kong Limited;(e)this document does not cons
8、titute a prospectus,offering circular,notice,circular,brochure or advertisementoffering to sell any securities to the public in any jurisdiction,nor is it an invitation to the public to makeoffers to subscribe for or purchase any securities,nor is it calculated to invite offers by the public to subs
9、cribefor or purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and no suchinducement is intended;(g)neither the Company nor any of its affiliates,its joint sponsors,overall coordinators,advisers or members ofits underwriting syn
10、dicate is offering,or is soliciting offers to buy,any securities in any jurisdiction throughthe publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor would suchapplication be accepted;(i)the Company has not and will not register
11、 the securities referred to in this document under the United StatesSecurities Act of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any informationcontained in this document,you agree t
12、o inform yourself about and observe any such restrictions applicable toyou;and(k)the application to which this document relates has not been approved for listing and the Stock Exchange andthe Commission may accept,return or reject the application for the subject public offering and/or listing.If an
13、offer or an invitation is made to the public in Hong Kong in due course,prospective investors are reminded tomake their investment decisions solely based on the Companys prospectus registered with the Registrar ofCompanies in Hong Kong,copies of which will be distributed to the public during the off
14、er period.If you are in any doubt about any of the contents of this document,you should obtain independent professional advice.WellCell Holdings Co.,Limited經 緯 天 地 控 股 有 限 公 司(Incorporated in the Cayman Islands with limited liability)REDACTEDNumber of REDACTED:REDACTED Shares(subject to the REDACTED
15、)Number of REDACTED:REDACTED Shares(subject to reallocation)Number of REDACTED:REDACTED Shares(subject to reallocation and theREDACTED)REDACTED:Not more than HK$REDACTED per REDACTED andexpected to be not less than HK$REDACTED perREDACTED(payable in full on application in HongKong dollars,subject to
16、 refund on final pricing,plusbrokerage of 1%,SFC transaction levy of 0.0027%,StockExchange trading fee of 0.00565%and AFRC transactionlevy of 0.00015%)Nominal value:HK$0.01 per ShareStock code:REDACTEDJoint SponsorsHalcyon Capital LimitedEddid Capital LimitedREDACTED,REDACTED and REDACTEDREDACTEDRED
17、ACTED and REDACTEDLOGOHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for thecontents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liabil
18、ity whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in the paragraph headed Documents delivered to the Registrar of Companies in Hong Kong inAppendix V to
19、this document,has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies(Winding Up and MiscellaneousProvisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Ko
20、ng take noresponsibility for the contents of this document or any other document referred to above.The REDACTED is expected to be fixed by agreement between REDACTED(for itself and on behalf of the REDACTED)and our Company on the REDACTED.TheREDACTED is expected to be on or around REDACTED and,in an
21、y event,not later than REDACTED,on REDACTED.The REDACTED will be no more thanHK$REDACTED per REDACTED and is currently expected to be no less than HK$REDACTED per REDACTED unless otherwise announced.If,for any reason,theREDACTED is not agreed by REDACTED between REDACTED(for itself and on behalf of
22、the REDACTED)and us,the REDACTED will not proceed and will lapse.The REDACTED(for itself and on behalf of the REDACTED)may,with our Companys consent,reduce the number of REDACTED under the REDACTED and/or theREDACTED stated in this document at any time prior to the morning of the last day for lodgin
23、g applications under the REDACTED.In such a case,a notice of reduction in thenumber of REDACTED and/or the REDACTED will be published on the website of the Stock Exchange at www.hkexnews.hk and website of our Company as soon as is practicable but in any event not later than the REDACTED.Details of t
24、he arrangement will then be announced by our Company as soon aspracticable.Further details are set out in the sections Structure and conditions of the REDACTED and How to apply for the REDACTED in this document.The REDACTED have not been and will not be registered under the U.S.Securities Act and ma
25、y not be offered,sold,pledged or transferred,except pursuant to the exemptionfrom,or in a transaction not subject to,the registration requirements of the U.S.Securities Act and in accordance with any applicable United States securities laws.TheREDACTED are being offered and sold only outside the Uni
26、ted States in offshore transactions in reliance on Regulations S.Prior to making an investment decision,prospective investors should consider carefully all the information set out in this document,including risk factors set out in the sectionRisk factors.Pursuant to the REDACTED,REDACTED(for itself
27、and on behalf of the REDACTED)has the right in certain circumstances to terminate the obligations ofthe REDACTED at any time prior to 8:00 a.m.(Hong Kong time)on the REDACTED.Further details of such circumstances are set out in the section REDACTED.REDACTEDIMPORTANT.,2023THIS DOCUMENT IS IN DRAFT FO
28、RM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTIO
29、N WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIME
30、TABLE ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFOR
31、MATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNIN
32、GON THE COVER OF THIS DOCUMENT.IMPORTANT NOTICE TO INVESTORSThis document is issued by our Company solely in connection with the REDACTED anddoes not constitute an offer to sell or a solicitation of an offer to buy any security other than theREDACTED offered by this document pursuant to the REDACTED
33、.This document may notbe used for the purpose of and does not constitute an offer to sell or a solicitation of an offer inany other jurisdiction or in any other circumstances.No action has been taken to permit aREDACTED of the REDACTED in any jurisdiction other than Hong Kong and no action hasbeen t
34、aken to permit the distribution of this document in any jurisdiction other than Hong Kong.The distribution of this document and the REDACTED of the REDACTED in otherjurisdiction are subject to restrictions pursuant to registration with or authorisation by therelevant securities regulatory authoritie
35、s or any exemption therefrom.You should rely only on the information contained in this document to make yourinvestment decision.Our Company,the Joint Sponsors,the REDACTED,the REDACTED,the REDACTED and the REDACTED have not authorised anyone to provide you withinformation that is different from what
36、 is contained in this document.Any information orrepresentation not contained in this document must not be relied on by you as having beenauthorised by us,the Joint Sponsors,the REDACTED,the REDACTED,the REDACTED,the REDACTED,any of our or their affiliates or any of their respective directors,office
37、rs,employees,agents or representatives,or any other person or party involved in the REDACTED.The information contained on our website at does not form part of thisdocument.PageEXPECTED TIMETABLE.iCONTENTS.vSUMMARY.1DEFINITIONS.19GLOSSARY OF TECHNICAL TERMS.31FORWARD-LOOKING STATEMENTS.36WAIVER FROM
38、STRICT COMPLIANCE WITH THE LISTING RULES.38RISK FACTORS.40INFORMATION ABOUT THIS DOCUMENT AND THE REDACTED.68DIRECTORS AND PARTIES INVOLVED IN THE REDACTED.73CONTENTS v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH
39、THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.PageCORPORATE INFORMATION.77INDUSTRY OVERVIEW.79REGULATORY OVERVIEW.95HISTORY,REORGANISATION AND CORPORATE STRUCTURE.107BUSINESS.124RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS.253DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES.260SUBSTANTIAL SHARE
40、HOLDERS.277SHARE CAPITAL.279FINANCIAL INFORMATION.283FUTURE PLANS AND REDACTED.357REDACTED.398STRUCTURE AND CONDITIONS OF THE REDACTED.412HOW TO APPLY FOR REDACTED.426APPENDIX I ACCOUNTANTS REPORT.I-1APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION.II-1APPENDIX III SUMMARY OF THE CONSTITUTION O
41、F THE COMPANYAND CAYMAN ISLANDS COMPANY LAW.III-1APPENDIX IV STATUTORY AND GENERAL INFORMATION.IV-1APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OFCOMPANIES AND ON DISPLAY.V-1CONTENTS vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ
42、IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.This summary aims to give you an overview of the information contained in this document.Since this is a summary,it does not contain all the information that may be important to you,and is qualified in its entirely by,and sho
43、uld be need in conjunction with the full text of thisdocument.You should read the whole document before you decide to invest in the REDACTED.There are risks associated with any investment in the REDACTED.Some of the particular risksin investing in the REDACTED are set out in the section Risk Factors
44、 in this document.Youshould read that section carefully before you decide to invest in the REDACTED.OVERVIEWOur Group is a telecommunication network support and information and communicationtechnology(ICT)integration services provider in the PRC.When we commenced business in 2003,we mainly engaged i
45、n the development of telecommunication network performance analysissoftware and we later expanded our business into provision of telecommunication network supportservices and ICT integration services.During the Track Record Period,we engaged in the provisionof(i)telecommunication network support ser
46、vices,comprising wireless telecommunication networkoptimisation services and telecommunication network infrastructure maintenance and engineeringservices;(ii)ICT integration services;and(iii)telecommunication network-related softwaredevelopment services.Our revenue from wireless telecommunication ne
47、twork optimisation services,telecommunication network infrastructure maintenance and engineering services,ICT integrationservices,telecommunication network-related software development services in 2022 accounted forapproximately 0.8%,0.01%,0.03%and 2.5%,respectively,of the market share of these indu
48、striesin the PRC in terms of revenue in the same year.OUR BUSINESSOur business model.The following diagram sets out our business model and position in theservice supply chain:Suppliers of telecommunication and electronic equipment and other general hardware and softwareTelecommunication operators,te
49、lecommunication network equipment manufacturers,telecommunication network and technical service providers,general contractors and othersOur suppliersOur Groups businessesOur customers Wireless telecommunication network optimisation services Routine telecommunication network optimisation services Spe
50、cific telecommunication network optimisation services Telecommunication network infrastructure maintenance and engineering services Customised software development services Sales of our softwareTelecommunication network support servicesICT integration servicesTelecommunication network-related softwa
51、re developmentSUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Our business lines.Our business can be categorised into the following business lines:(I)T
52、elecommunication network support service.Our telecommunication network supportservices include(i)wireless telecommunication network optimisation services whichmainly comprise:(a)routine telecommunication network optimisation services involvingoptimisationworksandnetworktestingcarriedouttooptimiseorr
53、estoretheconnectivity,quality,coverage,etc.ofawirelessnetwork;and(b)specifictelecommunication network optimisation services,which tackle specific network issuesor achieve specific network improvement objectives by implementing optimisationsolutions tailored to the needs of our customers;and(ii)telec
54、ommunication networkinfrastructuremaintenanceandengineeringserviceswhichmainlycomprise(a)maintenance services involving the inspection,maintenance and repair of base stationsandrelatedequipment;and(b)engineeringservicesintheconstructionoftelecommunication network infrastructure.(II)ICT integration s
55、ervice.Our ICT integration services mainly involve:(i)designingcommunication network layout with the choice of equipment,hardware and softwarewithin a customers budget;(ii)procuring equipment,hardware and software andengaging of third-party subcontractors;(iii)assembling equipment,hardware,softwarea
56、nd other equipment to form a functional and inter-connected system according to theintegration plan,which involves physical arrangement of the equipment,hardware,installation of software and ensuring the compatibility of both,together with otherancillary works to formulate a customised system for ou
57、r customers specific purposes;and(iv)providing follow-up services such as advising customers on operation andmanagement of the integrated system.(III)Telecommunicationnetwork-relatedsoftwaredevelopment.Wealsoengageintelecommunication network-related software sale and development which include(i)thes
58、ale of software developed by us for testing,evaluating,analysing,maintaining andoptimising the performance of telecommunication networks;and(ii)the provision ofsoftware development services in which we develop customised software for ourcustomers to cater to their specific needs on telecommunication
59、 network performancemonitoring,optimisation,etc.SUMMARY 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The major differences among our wireless telecommunicat
60、ion network optimisation services,telecommunication network infrastructure maintenance and engineering services and ICT integrationservices are set out in the table below:Wirelesstelecommunicationnetwork optimisationservicesTelecommunicationnetwork infrastructuremaintenance andengineering servicesIC
61、T integration servicesPrimary scope of work.Routine examinationand enhancement of thequality of atelecommunicationnetwork.Improving the quality ofa telecommunicationnetwork from a moreparticular and in-depthperspectiveMaintenance services:.Inspection,maintenanceand repair oftelecommunicationnetwork
62、infrastructureEngineering services:.Construction works oftelecommunicationnetwork infrastructure.Designing andimplementing solutionswhich digitalise andenhance efficiency ofbusiness,public or otherspecific operationsFocus of services andtargets to beachieved.Wirelesstelecommunicationnetwork testing,
63、datacollection,analysis andoptimisationMaintenance services:.Inspection,maintenanceand repair of basestations and relatedfacilities and equipmentEngineering services:.Telecommunicationnetwork infrastructureconstruction.Integration ofcommunication networkdevices and software asan integral systemFor a
64、 more detailed comparison among the above business lines,please refer to the paragraphsheaded Business Our services in this document.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING
65、ON THE COVER OF THIS DOCUMENT.The various kinds of services provided by us are complementary to one another to enhancesynergistic effects,diversify our revenue streams and solidify our relationship with our customersby offering them complementary services.Telecommunica?on network supportservicesTele
66、communica?on network-relatedso?ware developmentICT integra?on servicesExperience accumulated and data collected facilitate the research,development and upgrade of telecommunica?on network-related so?wareSo?ware developed are u?lised in provision of telecommunica?on network support services and ICT i
67、ntegra?on servicesGeneral knowledge and experience in telecommunica?on network service industry aid the design of wireless network and the selec?on and integra?on of hardware and so?ware required for an ICT systemThis is evidenced by that fact that a number of our customers are inclined to acquire o
68、rprocure more than one type of our services from us.During the Track Record Period,28 of ourcustomers engaged us for more than one of our services and/or both procured our service andpurchased our software(either in the same year/period or across different years/period in the TrackRecord Period).Our
69、 revenue generated from these 28 customers amounted to approximatelyRMB138.5 million,RMB162.5 million,RMB173.0 million and RMB66.0 million for FY2020,FY2021,FY2022 and 6M2023,respectively.For details of the synergies among our services fromthe perspective of our business operations,please refer to t
70、he paragraphs headed Business Ourservices Interactions,synergies and cannibalisation risk among our services in this document.Business identification.During the Track Record Period,we identified and obtained businessthrough open tenders and non-tender methods(mainly by responding to customers reques
71、ts forprivate quotation).In relation to open tenders,we generally identified potential business for ourservices through browsing tender invitations of our existing customers or potential customers whichwere made publicly available on the internet.Alternatively,certain potential customers may directl
72、yrequest quotations from us,followed by private discussions and negotiation.For more details,please refer to the paragraphs headed Business Our business operational flow in thisdocument.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD B
73、E READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The following table sets out the number of tenders we had submitted and the number ofsuccessful tenders secured by us by business line during the Track Record Period:FY2020FY2021FY20226M2023Wireless telecommunication
74、networkoptimisation servicesNumber of tenders submitted68677317Number of successful tenders39524812Success rate(approximately)(%)57.477.665.870.6Telecommunication network infrastructuremaintenance and engineering servicesNumber of tenders submitted15193918Number of successful tenders10132115Success
75、rate(approximately)(%)66.768.451.383.3ICT integration servicesNumber of tenders submitted2142220Number of successful tenders1101512Success rate(approximately)(%)5071.468.260.0Software development servicesNumber of tenders submitted137214Number of successful tenders102173Success rate(approximately)(%
76、)76.928.681.075.0Note:Under our software development operation,the sale of our software normally does not involve open tenderduring the Track Record Period.SUMMARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE
77、 SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The following table sets out the number of quotations we had submitted and the number ofsuccessful quotations secured by us by business line during the Track Record Period:FY2020FY2021FY20226M2023Wireless telecommunication networkoptimisation serv
78、icesNumber of quotations submitted4436289Number of successful quotations3832258Success rate(approximately)(%)86.488.989.388.9Telecommunication network infrastructuremaintenance and engineering servicesNumber of quotations submitted13282011Number of successful quotations1121168Success rate(approximat
79、ely)(%)84.675.080.072.7ICT integration servicesNumber of quotations submitted16303215Number of successful quotations14262413Success rate(approximately)(%)87.586.775.086.7Telecommunication network-relatedsoftware developmentNumber of quotations submitted27322212Number of successful quotations2427199S
80、uccess rate(approximately)(%)88.984.486.475.0Our revenue by service line,customer type and place of registration of our customers.Thetable below sets forth the breakdown of our Groups revenue by service line for the years/periodindicated:FY2020FY2021FY20226M20226M2023RMB000%RMB000%RMB000%RMB000%RMB0
81、00%(approximately)(approximately)(approximately)(approximately)(approximately)(unaudited)Telecommunication network support services Wireless telecommunication network optimisationservices93,67347.9100,08549.2102,13645.139,41338.242,40437.3 Telecommunication network infrastructuremaintenance and engi
82、neering services39,65420.341,78720.644,51619.721,24420.618,70916.4Sub-total133,32768.2141,87269.8146,65264.860,65758.861,11353.7ICT integration services38,51519.742,50520.954,59224.134,75633.635,55031.2Telecommunication network-related software development Sales of software11,5225.99,6724.83,5241.62
83、,1952.14,5084.0 Software development services12,2066.29,2874.521,7459.55,6295.512,66711.1Sub-total23,72812.118,9599.325,26911.17,8247.617,17515.1Total195,570100203,336100226,513100103,237100113,838100Note:figures may not add up due to rounding.SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
84、SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The following table sets forth the breakdown of our revenue by customer type and businessline,and the respective percentage of our total revenue during the Tra
85、ck Record Period:FY2020FY2021FY20226M20226M2023RMB000%RMB000%RMB000%RMB000%RMB000%(approximately)(approximately)(approximately)(approximately)(approximately)(unaudited)Telecommunicationoperators(Note 1)Telecommunication network support services41,64621.351,12825.152,29523.122,40221.720,80518.3 ICT i
86、ntegration services8,6844.312,4095.55,1765.010,8019.5 Telecommunication network-related softwaredevelopment5,2382.75,3582.68,0503.64,5834.42,6232.3Subtotal46,88424.065,17032.072,75432.132,16131.134,22930.1Telecommunication network equipment manufacturers(Note 2)Telecommunication network support serv
87、ices8,0284.19,0354.48,3643.72,2392.25,4254.8 ICT integration services2490.1 Telecommunication network-related softwaredevelopment2,5791.32,7271.45260.25260.5Subtotal10,6075.411,7625.89,1394.02,7652.75,4254.8Telecommunication network and technical serviceproviders and general contractors(Note 3)Telec
88、ommunication network support services82,04041.977,18538.083,37036.835,83434.731,64827.8 ICT integration services32,81916.829,46214.540,38017.828,46727.621,01618.5 Telecommunication network-related softwaredevelopment14,5567.410,6425.216,6927.42,7152.614,55212.8Subtotal129,41566.1117,28957.7140,44262
89、.067,01664.967,21659.0Others(Note 4)Telecommunication network support services1,6130.94,5242.22,6231.21830.23,2352.8 ICT integration services5,6962.94,3592.21,5550.71,1131.13,7333.3 Telecommunication network-related softwaredevelopment1,3550.72320.1Subtotal8,6644.59,1154.54,1781.91,2961.36,9686.1Tot
90、al195,570100203,336100226,513100103,237100113,838100Notes:1.Telecommunication operators are companies which provide landline,mobile and Internet access services.2.Telecommunication network equipment manufacturers are companies which mainly engage in the sale ofhardware used for the purpose of teleco
91、mmunication.3.Telecommunication network and technical service providers and general contractors are companies whichprovide telecommunication network support and other technical services.4.Other customers include PRC government departments,universities,research organisations,etc.SUMMARY 7 THIS DOCUME
92、NT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The table below sets out a breakdown of our Groups revenue by place of registration of ourcustomers during the Track Record
93、Period:Province/municipal cityFY2020FY2021FY20226M2023RMB000%RMB000%RMB000%RMB000%(approximately)(approximately)(approximately)(approximately)Guangdong133,78668.4129,27863.6143,96763.566,88258.7Beijing and Hebei18,7309.616,1537.912,6715.610,6769.4Guangxi4,5292.312,3826.19,7104.36,4385.7Shanghai and
94、Jiangsu6,2583.211,5835.718,7638.314,19912.5Qinghai4,8962.54,6372.35,4462.41,9881.7Others27,37114.029,30314.435,95615.913,65512.0Total195,570100203,336100226,513100113,838100Note:Others include Guizhou province,Zhejiang province,Sichuan province,etc.While our revenue derived from wireless telecommuni
95、cation network optimisation serviceswas relatively stable,our revenue from telecommunication network infrastructure maintenance andengineering services had increased during the Track Record Period,which was principallyattributable to the contribution of two projects,namely CX Heilongjiang Telecom Ma
96、intenanceProject and the GG Guangxi Comprehensive Maintenance Project.The considerable growth in ourrevenue derived from ICT integration services during the Track Record Period was consistent withthe increase in the number of our ICT integration projects from 13 projects in FY2020 to 25projects in F
97、Y2021 and to 35 projects in FY2022.During the Track Record Period,we hadundertaken a number of projects which,in aggregate,contributed revenue of(i)over RMB5 millionin aggregate during the Track Record Period;or(ii)over RMB3 million during any financial yearover the Track Record Period(the Major Pro
98、jects),and were related to our wirelesstelecommunicationnetworkoptimisationservices,telecommunicationnetworkinfrastructuremaintenance and engineering services and ICT integration services.Our revenue generated fromthese Major Projects accounted for approximately 53.9%,55.5%,55.8%and 44.9%,respective
99、ly,ofour total revenue for FY2020,FY2021,FY2022 and 6M2023,respectively.For details,please referto the paragraphs headed Financial information results of operation of our Group.OUR CUSTOMERSOurcustomerscanbebroadlycategorisedinto:(i)telecommunicationoperators;(ii)telecommunicationnetworkequipmentman
100、ufacturers;(iii)telecommunicationnetworkandtechnical service providers and general contractors;and(iv)others.During the Track RecordPeriod,we mainly undertook our projects in the following manners:(i)we secured the wholeproject or part of the works in a project directly from end customers such as te
101、lecommunicationoperators;or(ii)after a general contractor secured a project from the project owner and divide itinto various sub-projects or works,we may be assigned one or more of such sub-projects or worksfrom the general contractor.During the Track Record Period,a relatively larger proportion of
102、ourrevenue had been generated from customers who were end customers,but whether our Groupconducted business as a contractor or subcontractor did not have a material implication on ouroperations or standard of services.For more details,please refer to the paragraphs headedBusiness Our customers in th
103、is document.During the Track Record Period,we had a total of 65,81,78 and 64 customers,respectively,all of which had their principal place of business in the PRC.The revenue generated from our fivelargest customers in each year/period during the Track Record Period in aggregate amounted toapproximat
104、ely RMB116.8 million,RMB123.9 million,RMB115.6 million and RMB53.3 million,SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.representing approximately 5
105、9.6%,61.0%,51.0%and 46.8%of our total revenue,respectively,whereas revenue generated from our largest customer in each year/period during the Track RecordPeriod accounted for approximately 21.2%,24.0%,23.8%and 22.6%,respectively,of our totalrevenue.Up to the Latest Practicable Date,we had establishe
106、d business relationship of two to 16years with our five largest customers during the Track Record Period,all of whom are IndependentThird Parties.For more details,please refer to the paragraphs headed Business Our customersin this document.In general,we have achieved a high customer retention rate,a
107、s evidenced by the fact thatapproximately 46.2%,45.7%,48.1%and 69.7%of our customers for FY2020,FY2021,FY2022and 6M2023 respectively were repeat customers(being customers in a particular year/period duringthe Track Record Period who had engaged us for our service or purchased our software at leaston
108、ce in the three financial years immediately preceding that particular year)and they contributedrevenue of approximately RMB163.0 million,RMB174.6 million,RMB198.3 million and RMB88.1million,representing approximately 83.3%,85.9%,87.6%and 77.4%,respectively,of our totalrevenue during FY2020,FY2021,FY
109、2022 and 6M2023.OUR SUPPLIERS AND SUBCONTRACTORSSuppliers of our Group mainly included(i)suppliers of telecommunication and electronicequipment(such as portable data terminals and signal acquisition devices)required for provision ofour telecommunication network support services;and(ii)suppliers of o
110、ther general hardware(suchas servers,cables and optical fibers)and software(such as security software and operating systemsoftware)required for our ICT integration services.Purchases from our five largest suppliers ineach year/period during the Track Record Period in aggregate amounted to approximat
111、ely RMB17.5million,RMB11.4 million,RMB23.7 million and RMB9.6 million,representing approximately70.7%,54.9%,79.7%and 88.2%,respectively,of our total project supplies cost,while purchasesfrom our largest supplier in each year/period during the Track Record Period accounted forapproximately 21.8%,14.6
112、%,61.4%and 47.5%,respectively,of our total project supplies cost.We also engaged subcontractors for carrying out(i)certain technical services required in aparticular project(for instance,supplying emergency power supply to base stations)and otherworks which require specific technical skills and know
113、ledge,such as electrical works;and(ii)labour services for non-technical works such as installation of cabling and associated devices andcertain relatively repetitive work in our ICT integration projects,wiring and installation of datacollection devices.During the Track Record Period,subcontracting c
114、harges paid to our five largestsubcontractors in each year/period during the Track Record Period in aggregate accounted forapproximately 57.2%,54.5%,56.5%and 61.2%,respectively,of our total subcontracting charges,while subcontracting charges paid to our largest subcontractor in each year/period duri
115、ng the TrackRecord Period accounted for approximately 21.5%,21.9%,19.9%and 22.6%,respectively,of ourtotal subcontracting charges.OVERLAPPING CUSTOMERS AND SUPPLIERS OR SUBCONTRACTOROwing to the nature of our business,some of our customers are also our suppliers orsubcontractors from which we procure
116、 various kinds of services and products.While none of ourcustomers was also our suppliers or subcontractor for 6M2023 and none of our major suppliers orsubcontractors was also our customer for 6M2023,three of our major customers were also oursubcontractors and one of our major subcontractors was als
117、o our customer from FY2020 toFY2022.For more details,please refer to the paragraphs headed Business Customers Entities which are our customers and also our suppliers or subcontractors in this document.SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DO
118、CUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.SUMMARY OF CONSOLIDATED FINANCIAL INFORMATIONThe following table sets forth a summary of our consolidated financial information during theTrack Record Period,which has been extracted from the Accountant
119、s Report as set out inAppendix I to this document,including the notes thereto.Selected information extracted from the consolidated statements of comprehensive incomeFY2020FY2021FY20226M20226M2023RMB000RMB000RMB000RMB000RMB000(unaudited)Revenue195,570203,336226,513103,237113,838Other income3,0533,092
120、3,4341,7991,224REDACTED expensesREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDOperating profit35,20830,47930,07013,54918,049Profit before income tax34,71230,14829,26813,27217,661Profit for the year/period attributable tothe equity holders of the Company29,66025,52424,2599,37114,658Our revenue.Our total re
121、venue increased from approximately RMB195.6 million in FY2020to approximately RMB203.3 million in FY2021,which was mainly due to the considerable growthin our revenue derived from our provision of ICT integration services and telecommunicationnetwork infrastructure maintenance and infrastructure eng
122、ineering services during the Track RecordPeriod.Our total revenue increasedfromapproximatelyRMB203.3millioninFY2021toapproximately RMB226.5 million in FY2022,which was mainly attributable to the overall increasein all business lines.Our total revenue increased from approximately RMB103.2 million in
123、6M2022to approximately RMB113.8 million in 6M2023,which was mainly attributable to the increase inrevenue derived from our software related business of approximately RMB9.4 million.Our operating profit and net profit margin.Our operating profit decreased by approximately13.4%from approximately RMB35
124、.2 million for FY2020 to approximately RMB30.5 million forFY2021,which was mainly attributable to the increase in subcontracting charges of approximatelyRMB17.4 million and increase in REDACTED expenses of approximately RMBREDACTED,partially offset by the increase in revenue of approximately RMB7.8
125、million and the decrease inemployee benefit expenses of approximately RMB9.2 million.Our operating profit decreased byapproximately 1.3%from approximately RMB30.5 million in FY2021 to approximately RMB30.1million in FY2022,which was mainly attributable to the increases in subcontracting costs,materi
126、als,supplies and other project costs,net impairment losses of contract assets and tradereceivables and increase in REDACTED expenses,partially offset by increase in our revenue anddecrease in staff costs.Our operating profit increased by 33.2%from approximately RMB13.5million in 6M2022 to approximat
127、ely RMB18.0 million in 6M2023,which was mainly attributableto the increase in our revenue coping with the reduction in Major Operating Costs Ratio.After taking into account the REDACTED expenses and the tax expenses for the respectiveyears/period,our profit and total comprehensive income for FY2020,
128、FY2021,FY2022 and 6M2023were approximately RMB29.7 million,RMB25.5 million,RMB24.3 million and RMB14.7 million,respectively.OurprofitfortheyeardecreasedbyapproximatelyRMB4.2millionfromapproximately RMB29.7 million for FY2020 to approximately RMB25.5 million for FY2021,representing a decrease of appr
129、oximately 13.9%.Such decrease was mainly due to(i)the increasein subcontracting charges and(ii)the increase in REDACTED expenses,which was partiallyoffset by the decrease in employee benefit expenses.The net profit margin reduced fromapproximately 15.2%for FY2020 to approximately 12.6%for FY2021,whi
130、ch was mainlyattributabletotheincreaseinREDACTEDexpenseswhichrepresentedapproximatelyREDACTED%of revenue for FY2020 and REDACTED%of revenue for FY2021.Our profitdecreasedbyapproximately5.0%fromapproximatelyRMB25.5millionforFY2021toSUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO C
131、HANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.approximately RMB24.3 million for FY2022.Our net profit margin decreased from approximately12.6%for FY2021 to approximately 10.7%for FY2022,which was principally attributa
132、ble to theincrease in net impairment losses of contract assets and trade receivables and REDACTEDexpenses.Our profit increased by approximately 56.4%from approximately RMB9.4 million for6M2022 to approximately RMB14.7 million for 6M2023,which was mainly attributable to increasein revenue of approxim
133、ately RMB10.6 million and decrease in material,supplies and other projectcosts of approximately RMB5.6 million,partially offset by increase in subcontracting charges ofapproximately RMB13.1 million.Our net profit margin increased from approximately 9.1%for6M2022 to approximately 12.9%for 6M2023.OurM
134、ajorOperatingCostsRatio.OuroverallMajorOperatingCostsRatiowasapproximately 80.1%,79.8%,79.4%and 76.4%for FY2020,FY2021,FY2022 and 6M2023,respectively.Set out below is the Major Operating Costs Ratio for our four business lines during the TrackRecord Period:Business lineFY2020FY2021FY20226M2023Wirele
135、ss telecommunication network optimisationservices67.2%70.9%72.1%73.9%Telecommunication network infrastructure maintenanceand infrastructure engineering services79.2%83.2%71.1%73.0%ICT integration services99.0%91.3%78.9%77.5%Software-related business30.4%28.5%49.4%44.8%We generally recorded relativel
136、y higher Major Operating Costs Ratio for ICT integrationservices as such services usually involve hardware and/or software procurement which accountedfor a major part of costs for the services.Meanwhile,we generally recorded a relatively lowerMajor Operating Costs Ratio for our wireless telecommunic
137、ation network optimisation services aswe are able to bargain for better margins since such services generally involve a higher level ofknowledge input.On the other hand,our software-related business generally involved relativelylower amount of subcontracting charges and does not incur any materials,
138、supplies and other projectcosts,and,therefore,our software-related business generally record a lower Major Operating CostsRatio.During the Track Record Period,the fluctuation of Major Operating Costs Ratio of oursoftware-related services was consistent with the fluctuation of its revenue contributio
139、n as wenormally incurred much higher project costs in our software development services as compared tosales of software.For details of our financial condition and results of operations during the TrackRecord Period,please refer to the paragraphs headed Financial information Results ofoperations of o
140、ur Group in this document.Selected information extracted from the consolidated statements of financial positionAs at 31 DecemberAs at30 June2020202120222023RMB000RMB000RMB000RMB000Non-current assets4,5556,2184,9334,165Current assets122,126143,644158,248161,934Non-current liabilities5,1563,4778,0006,
141、121Current liabilities56,00975,29974,43978,910Net current assets66,11768,34583,80983,024Total assets less current liabilities70,67274,56388,74287,189Net assets65,51671,08680,74281,068SUMMARY 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE
142、READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.We recorded an increase in net assets from approximately RMB65.5 million as at 31December 2020 to approximately RMB71.1 million as at 31 December 2021,which was principallyattributable to the profit recorded in FY2021 o
143、f approximately RMB25.5 million,partially offset bythe dividend paid of approximately RMB20.0 million.Our net assets further increased toapproximately RMB80.7 million as at 31 December 2022,which was principally attributable to ourprofit recorded for FY2022 of approximately RMB24.3 million,partially
144、 offset by the dividenddeclared and paid of approximately RMB14.6 million.We recorded a slight increase in our netassets to approximately RMB81.1 million as at 30 June 2023,which was principally attributable tothe profit recorded for 6M2023 of approximately RMB14.7 million,partially offset by thedec
145、laration of dividend of approximately RMB14.3 million during 6M2023.Further,taking into account the above,we recorded an increase in net current assets fromapproximately RMB66.1 million as at 31 December 2020 to approximately RMB68.3 million as at31 December 2021(mainly attributable to increase in c
146、ontract assets of approximately RMB13.5million,increase in trade receivables of approximately RMB5.0 million and increase in pledgedbank deposits of approximately RMB4.1 million,partially offset by increase in trade and billspayable of approximately RMB9.9 million,increase in contract liabilities,ot
147、her payables andaccrualsofapproximatelyRMB4.3millionandincreaseincurrentbankborrowingsofapproximatelyRMB3.0million).OurnetcurrentassetsfurtherincreasedtoapproximatelyRMB83.8 million as at 31 December 2022(mainly attributable to increase in trade receivables ofapproximately RMB3.9 million,increase in
148、 cash and cash equivalents of approximately RMB20.7million,decrease in trade and bills payables of approximately RMB12.0 million and decrease incontract liabilities,other payables and accruals of approximately RMB4.0 million,partially offsetby decrease in contract assets of approximately RMB4.9 mill
149、ion,decrease in pledged bank depositsof approximately RMB4.1 million and increase in current bank borrowings of approximatelyRMB17.6 million).Our net current assets slightly decreased to approximately RMB83.0 million asat 30 June 2023(mainly attributable to decrease in contract assets of approximate
150、ly RMB6.4million,decrease in cash and cash equivalents of approximately RMB10.7 million and increase incontract liabilities,other payables and accruals of approximately RMB4.9 million,partially offsetby increase in trade receivables of approximately RMB14.1 million and increase in prepayment anddepo
151、sits and other receivables of approximately RMB7.6 million).Please refer to the paragraphs headed Financial Information Discussion of selectedstatements of financial position items in the document.Selected information extracted from the consolidated statements of cash flowsFY2020FY2021FY20226M20226M
152、2023RMB000RMB000RMB000RMB000RMB000(unaudited)Net cash generated from/(used in)operating activities13,23225,01916,962(3,432)6,501Net cash(used in)/generated from investing activities(1,075)(3,786)(1,198)(857)77Net cash(used in)/generated from financing activities(12,130)(22,821)4,89323,720(17,270)Net
153、 increase/(decrease)in cash and cash balances27(1,588)20,65719,431(10,692)Cash and bank balances at the end of the year/period23,13021,54242,19940,97331,507For 6M2022,our net cash used in operating activities of approximately RMB3.4 million wasprincipally attributable to decrease in trade and bills
154、payable of approximately RMB10.3 million,increase in contract assets and trade receivables of approximately RMB4.0 million,increase inprepayments,deposits and other receivables of approximately RMB2.4 million and decrease inother payables and accruals of approximately RMB2.2 million,partially offset
155、 by our operatingcash inflows before changes in working capital of approximately RMB16.5 million.SUMMARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.For a
156、 breakdown of our net cash generated from operating activities during the Track RecordPeriod,please refer to the paragraphs headed Financial information Liquidity and capitalresources Cash flows of our Group Operating cash flows Net cash generated fromoperating activities.For further details,please
157、refer to the paragraphs headed Financial information Liquidityand capital resources Cash flows of our Group in this document.KEY FINANCIAL RATIOSAs at or for the year ended 31 DecemberAs at or forthe six monthsended 30 June2020202120222023RMB000RMB000RMB000RMB000Current ratio12.21.92.12.1Quick ratio
158、22.21.92.12.1Gearing ratio Non-ordinary payables31.9%5.6%2.3%3.2%Interest coverage ratio47,098.4%9,208.2%3,749.4%4,651.8%Return on assets523.4%17.0%14.9%8.8%Return on equity645.3%35.9%30.0%18.1%Net profit margin715.2%12.6%10.7%12.9%Notes:1.Current ratio is calculated as the total current assets divi
159、ded by the total current liabilities as at the respectivedates.2.Quick ratio is calculated as the current assets excluding inventories divided by the total current liabilities asthe respective dates.3.Gearing ratio non-ordinary payables is calculated as the payables incurred not in the ordinary cour
160、se ofbusiness divided by total equity as at the respective date and multiplied by 100%.4.Interest coverage ratio is calculated based on the profit before interest and tax divided by net finance costs ofthe respective years/period and multiplied by 100%.5.Return on assets is calculated as the net pro
161、fit divided by the total assets as at the respective date andmultiplied by 100%.6.Return on equity is calculated as the net profit attributable to our equity holders divided by the equityattributable to our equity holders as at the respective date and multiplied by 100%.7.Net profit margin is calcul
162、ated as our net profit divided by revenue and multiplied by 100%.For further details including the calculation basis,please refer to the paragraphs headedFinancial Information Key financial ratios in this document.PREVIOUS LISTING OF WELLCELL TECHNOLOGYTo tap into the PRC capital market,WellCell Tec
163、hnology was listed on the National EquitiesExchange and Quotations(全國中小企業股份轉讓系統)(the NEEQ)on 9 December 2016.However,owing to our Groups business development plans and intention to attain greater access tointernational investors and markets by seeking a listing on other eligible exchange,WellCellTec
164、hnology was voluntarily delisted from the NEEQ in August 2018.Please refer to the paragraphsheaded History,Reorganisation and corporate structure Establishment and development of ourCompany and our major subsidiaries for details.SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHA
165、NGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.CONTROLLING SHAREHOLDERSImmediately following completion of the Capitalisation Issue and the REDACTED(withouttaking into account the exercise of the REDACTED or any Shares w
166、hich may be issued pursuantto the exercise of any options that may be granted under the Share Option Scheme),WellCellGroup will be interested in REDACTED%of the issued share capital of our Company and willaccordingly be a Controlling Shareholder within the meaning of the Listing Rules.Furthermore,We
167、llCell Group is owned as to 51.5%,37.5%,5%,4%and 2%by Shine Dynasty,Cheer Partners,Golden Concord,Dazzling Power and Diamond Skyline,respectively,which are in turn whollyowned by Mr.Jia,Mr.Lin,Mr.Fung,Mr.Cong and Ms.Chen,respectively.Shine Dynasty,CheerPartners,Golden Concord,Dazzling Power and Diam
168、ond Skyline and their respective ultimatebeneficial owners are regarded as a group of Controlling Shareholders of our Company togetherwith WellCell Group under the Listing Rules.Please refer to the section headed Relationship withour controlling shareholders for further details.DIVIDENDSWe had decla
169、red and paid dividends of approximately RMB20.0 million,RMB14.6 millionand RMB14.3 million during FY2021,FY2022 and 6M2023,while we had not declared dividendfor FY2020.The declaration and payment of future dividends will be subject to the decision of theBoard having regard to various factors,includi
170、ng but not limited to our operation and financialperformance,profitability,businessdevelopment,prospects,capitalrequirements,economicoutlook,and any applicable laws.The historical dividend payments may not be indicative of futuredividend trends.As at the Latest Practicable Date,we did not have a div
171、idend policy or pre-determined dividend payout ratio.REDACTED STATISTICSREDACTED:REDACTED%of the enlarged issued share capital of ourCompanyREDACTED:HK$REDACTED to HK$REDACTED per REDACTEDNumber of REDACTED:REDACTED Shares(subject to the REDACTED)Number of REDACTED:REDACTED Shares(subject to REDACTE
172、D)Number of REDACTED:REDACTEDShares(subjecttoREDACTEDandtheREDACTED)Based on theREDACTED ofHK$REDACTED perREDACTED(low-end)Based on theREDACTED ofHK$REDACTED perREDACTED(high-end)Market capitalisation of our Shares(1)HK$REDACTEDHK$REDACTEDUnaudited pro forma adjusted consolidated nettangible assets
173、attributable to equity holders of ourCompany per Share(2)(3)HK$REDACTEDHK$REDACTEDNotes:(1)The calculation of market capitalisation of the Shares is based on REDACTED Shares in issue immediately aftercompletion of the Capitalisation Issue and the REDACTED.(2)See Appendix II to this document for deta
174、ils.(3)All statistics in this table are based on the assumption that the REDACTED is not exercised and without takinginto account Shares that may be allotted or issued pursuant to the exercise of any option which may be grantedunder the Share Option Scheme.SUMMARY 14 THIS DOCUMENT IS IN DRAFT FORM,I
175、NCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.FUTURE PLAN AND REDACTEDAssuming the REDACTED of HK$REDACTED per REDACTED,being the midpoint ofthe indicative REDACTED range of HK$REDACTED per R
176、EDACTED to HK$REDACTEDper REDACTED,we will receive REDACTED of approximately HK$REDACTED.TheREDACTED from the REDACTED are estimated to be approximately HK$REDACTED,afterdeducting the REDACTED commission and other estimated expenses payable by our Company inrelation to the REDACTED and assuming the
177、REDACTED is not exercised.We intend to applysuch REDACTED from the REDACTED in the following manner in order to execute ourbusiness strategies:Approximate amount of REDACTEDIntended applications1.Approximately REDACTED%,or HK$REDACTED(equivalent to approximately RMBREDACTED)Financing the initial fun
178、ding needs for our future ICTintegration projects2.Approximately REDACTED%,or HK$REDACTED(equivalent to approximately RMBREDACTED)Pursuing new research and development undertakings3.Approximately REDACTED%,or HK$REDACTED(equivalent to approximately RMBREDACTED)Expanding our manpower in project manag
179、ement to caterfor the anticipated expansion plans and businessgrowth4.Approximately REDACTED%,or HK$REDACTED(equivalent to approximately RMBREDACTED)Financing our sales and marketing funding needs forexpansion of manpower and marketing activities5.Approximately REDACTED%,or HK$REDACTED(equivalent to
180、 approximately RMBREDACTED)Repaying part of our bank borrowings6.Approximately REDACTED%,or HK$REDACTED(equivalent to approximately RMBREDACTED)General working capitalREDACTED EXPENSESBased on an REDACTED of HK$REDACTED per REDACTED(being the mid-point ofthe indicative REDACTED range of HK$REDACTED
181、per REDACTED to HK$REDACTEDper REDACTED),the REDACTED from the REDACTED are expected to be approximatelyRMBREDACTED.TheestimatedexpensesinrelationtotheREDACTEDrepresentsapproximately REDACTED%of the REDACTED from the REDACTED.Out of the totalREDACTEDexpensesamountingtoapproximatelyRMBREDACTED(orequi
182、valenttoapproximately HK$REDACTED in Hong Kong dollars),approximately RMBREDACTED isdirectly attributable to the issue of the REDACTED and is expected to be accounted for as adeductionfromequityuponREDACTED.TheremainingamountofapproximatelyRMBREDACTED shall be charged to profit or loss and other com
183、prehensive income,andapproximately RMBREDACTED,RMBREDACTED,RMBREDACTED,RMBREDACTEDand RMBREDACTED have been charged prior to the Track Record Period and during FY2020,FY2021,FY2022 and 6M2023,respectively,while approximately RMBREDACTED is expectedto be incurred in the remaining of FY2023.Expenses i
184、n relation to the REDACTED are non-recurring in nature.Our Groups financial performance and results of operations for FY2023 will beadversely affected by the estimated expenses in relation to the REDACTED.Out of the estimatedtotalREDACTEDexpensesofapproximatelyHK$REDACTED,(i)approximatelyHK$REDACTED
185、 is attributable to REDACTED related expenses;and(ii)approximatelyHK$REDACTED is attributable to REDACTED expenses which include(a)estimated fees inthe amount of approximately HK$REDACTED to legal advisers and reporting accountant and(b)other fees and expenses of approximately HK$REDACTED.NON-COMPLI
186、ANCESAccording to our PRC Legal Advisers,save for our failure to make adequate social insurancecontributionsandhousingprovidentfundcontributionsforcertainemployeesofWellCellTechnology as required by the relevant PRC laws and regulations(details of which are set out inthe paragraphs headed Business L
187、itigation and non-compliance in this document)during theTrack Record Period and up to the Latest Practicable Date,we had been in compliance with theSUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTIO
188、N HEADED WARNINGON THE COVER OF THIS DOCUMENT.relevant PRC laws and regulations in all material respects in our business operation,and our Grouphad obtained all material licences,approvals and permits issued by relevant regulatory authoritiesfor our business operation.COMPETITIVE LANDSCAPEAccording
189、to the CIC Report,each of the wireless telecommunication network optimisationservice market,telecommunication network infrastructure maintenance and engineering servicemarket,ICTintegrationservicemarketandtelecommunicationnetwork-relatedsoftwaredevelopment service industry is relatively fragmented i
190、n the PRC and the market size by revenue isexpected to reach RMB15.5 billion,RMB598.7 billion,RMB254.0 billion and RMB1,620.3 millionin 2027,with a CAGR of approximately 4.9%,8.3%,8.5%and 9.5%,respectively,from 2022 to2027.The respective top five,top five,top three and top three market players in th
191、e said market/industry accounted for approximately 24.3%,24.9%,13.3%and 38.3%of the market share in termsof revenue in 2022,respectively.Our revenue from these market/industry in 2022 accounted forapproximately 0.8%,0.01%,0.03%and 2.5%of the market share in terms of revenue in the sameyear,respectiv
192、ely.OUR COMPETITIVE STRENGTHSOur Directors believe that the following competitive strengths enable us to maintain ourpositionintheindustryinthePRCinwhichweoperate:(i)weareacomprehensivetelecommunicationnetworksupportandICT integrationserviceprovider;(ii)wemaintainrelationships with our customers whi
193、ch include some renowned state-owned,listed and privateenterprises;(iii)our research and development capabilities allow us to better serve our customersneeds and adapt to the fast-changing industry landscape;and(iv)we have an experiencedmanagement team leading our Groups workforce.Please refer to th
194、e paragraphs headed Business Competitive strengths for further details.RISK FACTORSThere are certain risks involved in our business and operations.These risks can be classifiedinto:(i)risks relating to our business;(ii)risks relating to the industry in which we operate;(iii)risks relating to our ope
195、rations in the PRC;(iv)risks relating to the REDACTED and our Shares;and(v)risks relating to the statements in this document.We believe that the following are some of the major risks in our business and operations:(i)our inability to manage cash flow mismatch arising from the incurring of material i
196、nitial projectcosts for projects/work performed before these are recoverable/recovered may damage our financialposition and prospects and give rise to liquidity or insolvency risk;(ii)we may record net operatingcash outflows from time to time;(iii)we may not be able to bill and receive settlement of
197、 ourcontract assets in a timely manner or at all due to reasons beyond our control;(iv)we mainly deriveour revenue from non-recurrent projects,services and purchase orders of a non-recurrent nature,andthere is no guarantee that our customers will engage us for our services on their new undertakingso
198、r that we will secure new contracts or new purchase orders from them;(v)we derive a significantportion of our revenue from our major customers and the loss of any of such customers couldmaterially and adversely affect our business and financial position;(vi)we rely on our majorsuppliers to supply ne
199、cessary equipment,hardware and software for the provision of our services,and any shortage of,or delay in,the supply may significantly impact on our business and results ofoperation;(vii)we rely on third-party subcontractors for certain technical services and labourservices and we may not have full
200、control over their performance and quality of work;(viii)wemay not be able to successfully collect our trade receivables,and as a result,we may incur lossesof trade receivables and our financial condition,in particular our liquidity,may be materially andadversely affected;and(ix)we may encounter cos
201、t overruns or delay in the provision of ourSUMMARY 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.telecommunication network support services,ICT integration
202、services and/or software developmentservices,services,and as a result,our business,financial position and results of operation may beadversely affected.Please refer to the section headed Risk factors for further details.Prospective investorsshould read the entire section before deciding to invest in
203、 the REDACTED.RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGESubsequent to the Track Record Period and up to the Latest Practicable Date,(i)we hadsubmitted 48 tenders and 11 quotations(for contracts under existing and new projects);and(ii)wehad been awarded 21 new projects through tenders and quo
204、tation with an aggregate contract sum(excluding tax)estimated to be more than approximately RMB35.4 million.The salient contractterms for the new projects are generally consistent with other agreements which we had entered intoduring for our various services during the Track Record Period,hence our
205、business operations andbusiness model have not experienced any material changes.Based on our unaudited consolidatedmanagement account,our revenue recognised for the seven months ended 31 July 2023amounted to approximately RMB124.8 million.Based on our projects completed or on hand as atthe Latest Pr
206、acticable Date,we expect that revenue to be generated for the five months ending 31December 2023 will be over RMB110.7 million.The REDACTED expenses expected to be incurred by us in FY2023 is expected to record anincrease compared to FY2022 and have a material adverse impact on our net profit for FY
207、2023 andtherefore our Group is expected to record a decrease in net profit in FY2023 as compared withFY2022.Save for the aforesaid,our Directors confirmed that after the Track Record Period and upto the date of this document,(i)there had been no material adverse change in the market conditionsor the
208、 industry and environment in which our Group operates;(ii)there had been no materialadverse change in the trading and financial position or prospect of our Group;and(iii)no eventhad occurred that would materially and adversely affect the information shown in the AccountantsReport set out in Appendix
209、 I to this document.Our revenue for the.months ended.2023 disclosed above are derived from ourunaudited interim financial statements for the.months ended.2023,which have been preparedin accordance with the Hong Kong Accounting Standard 34,Interim Financial Reporting.Ourunaudited interim financial st
210、atements for the.months ended.2023 have been reviewed byour Reporting Accountant in accordance with Hong Kong Standard on Review Engagements 2410,Review of Interim Financial Information Performed by the Independent Auditor of the Entity.Recent Regulatory DevelopmentOn17February2023,theChinaSecuritie
211、sRegulatoryCommission(theCSRC)promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing byDomestic Companies(境內企業境外發行證券和上市管理試行辦法)(the Overseas ListingTrial Measures)which became effective on 31 March 2023.According to the Overseas ListingTrial Measures,PRC domesti
212、c companies that seek to offer and list securities in overseas markets,either in direct or indirect means,are required to fulfill the filing procedure with the CSRC andreport relevant information.For details,please refer to the paragraphs headed Regulatory overview Regulations related to overseas li
213、sting.SUMMARY 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.The Overseas Listing Trial Measures also provide that if an issuer meets both of the followingcr
214、iteria,the overseas securities offering and listing conducted by the issuer will be deemed asindirect overseas offering by PRC domestic companies:(i)50%or more of any of the issuersoperating revenue,total profit,total assets or net assets as recorded in its audited consolidatedfinancial statements f
215、or the most recent financial year is being accounted for by domesticcompanies;and(ii)the main parts of the issuers business activities are conducted in the MainlandChina,its principal place(s)of business are located in the Mainland China,or the seniormanagement in charge of its business operation an
216、d management are mostly Chinese citizens ordomiciled in the Mainland China.Given that we have met both of the aforementioned criteria,ourPRC Legal Advisers are of the opinion that we are required to complete the filing procedures withthe CSRC and report relevant information with respect to the REDAC
217、TED pursuant to theOverseas Listing Trial Measures.Our PRC Legal Advisers also confirmed that we have submittedthe necessary documents for the CSRC filing within three business days after our resubmission ofthe application for REDACTED to the Stock Exchange,and our Group will comply with the filingr
218、equirements under the Overseas Listing Trial Measures.Impact on our Group due to the COVID-19 pandemicOur Directors consider that the COVID-19 pandemic did not have any material adverse impacton our business and financial performance during the Track Record Period and up to the LatestPracticable Dat
219、e as there was no material delay in procurement of hardware,software andequipment from our suppliers and subcontractors or discharging our obligations under any projectsor orders from our customers and we had not been subject to any late charges or penalties imposedon us by our customers during the
220、COVID-19 pandemic in the PRC.Neither had the outbreak ofCOVID-19 affected our collection of trade and bills receivable from our customers during the TrackRecord Period.Our Directors believe that our business and financial performance could maintain astable development during the Track Record Period
221、and up to the Latest Practicable Date despitethe prevalence of COVID-19 because of the nature of our business as part of our service offeringscan generally be delivered remotely;and our customers demands for our various kinds oftelecommunication network-related services is essential to their busines
222、s and operation.Given thatthe PRC government has substantially lifted its COVID-19 prevention and control restrictions sinceDecember 2022,our Directors are of the view that it is unlikely that the COVID-19 pandemic willhave a material effect on our business going forward.SUMMARY 18 THIS DOCUMENT IS
223、IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,the following expressions have thefollowing meanings.Certain other terms ar
224、e explained in the section headed Glossary in thisdocument.6M2022the six months ended 30 June 20226M2023the six months ended 30 June 2023Accountants Reportthe accountants report set out in Appendix I to this documentAFRCAccounting and Financial Reporting Council of Hong KongArticles or Articles ofAs
225、sociationtheamendedandrestatedarticlesofassociationofourCompany adopted on.and which shall become effective onthe REDACTED(as may be amended from time to time)anda summary of which is set out in Appendix III to thisdocumentAudit Committeethe audit committee of the BoardBoard or Board of Directorsthe
226、 board of DirectorsBusiness Day or businessdayany day(other than a Saturday,Sunday or public holiday inHong Kong)on which licensed banks in Hong Kong aregenerally open for normal banking businessBVIthe British Virgin IslandsCapitalisation Issuethe issue and allotment of REDACTED Shares to be madeupo
227、n capitalisation of certain sums standing to the credit of theshare premium account of our Company as referred to in theparagraphs headed A.Further information about our Group 3.Written resolutions of our sole Shareholder passed on.in Appendix IV to this documentCCASSthe Central Clearing and Settlem
228、ent System established andoperated by HKSCCCCASS Clearing Participant(s)a person permitted to participate in CCASS as a direct clearingparticipant or general clearing participantCCASS CustodianParticipant(s)a person admitted to participate in CCASS as a custodianparticipantDEFINITIONS 19 THIS DOCUME
229、NT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Cheer PartnersCheer Partners Limited,a company incorporated in the BVI asa BVI business company on 18 July 2018 with liabili
230、tylimited,which is wholly owned by Mr.Lin and a ControllingShareholderChina or PRCthe Peoples Republic of China,excluding,for the purpose ofthis document,Hong Kong,Macao Special AdministrativeRegion of the Peoples Republic of China and TaiwanChina ComserviceChina Comservice Construction Co.,Ltd*(中通服
231、建設有限公司),a company established under the laws of the PRC and anindirect wholly-owned subsidiary of China CommunicationsServicesCorporationLimited(中國通信服務股份有限公司)(established under the laws of the PRC and listed on the StockExchange(stock code:552)CICChinaInsightsIndustryConsultancyLimited,amarketresear
232、ch and consulting company and an Independent ThirdPartyCIC Reportamarketresearchreportcommissionedbyusandindependently prepared by CIC in relation to the industry inwhich our Group operatesCompanies Act orCayman Companies Actthe Companies Act(as revised)of the Cayman IslandsCompanies Ordinancethe Co
233、mpanies Ordinance(Chapter 622 of the Laws of HongKong),as amended,supplemented or otherwise modified fromtime to timeCompanies(Winding up andMiscellaneous Provisions)Ordinancethe Companies(Winding up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong),asamended,supplemented o
234、r otherwise modified from time totimeCompany,our CompanyWellCell Holdings Co.,Limited(經緯天地控股有限公司),anexempted company incorporated in the Cayman Islands withlimited liability on 14 September 2021DEFINITIONS 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCU
235、MENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Controlling Shareholdershas the meaning ascribed to it under the Listing Rules and,unless the context otherwise requires the case of our Company,means Wellcell Group,Shine Dynasty,Cheer Partners,GoldenCon
236、cord,Dazzling Power,Diamond Skyline,Mr.Jia,Mr.Lin,Mr.Fung,Mr.Cong and Ms.Chen,each a ControllingShareholderCorporate Governance Codethe Corporate Governance Code as set out in Appendix 14 tothe Listing RulesCOVID-19coronavirus disease 2019Dazzling PowerDazzling Power Limited,a company incorporated i
237、n the BVIas a BVI business company on 8 August 2018 with liabilitylimited,whichiswhollyownedbyMr.CongandaControlling ShareholderDiamond SkylineDiamond Skyline Limited,a company incorporated in the BVIas a BVI business company on 12 June 2018 with liabilitylimited,whichiswhollyownedbyMs.ChenandaContr
238、olling ShareholderDirector(s)the director(s)of our CompanyDeed of Indemnitythe deed of indemnity dated.executed by our ControllingShareholders,as indemnifiers,in favour of our Company(foritself and as trustee for each of its subsidiaries)regardingcertain indemnities,particulars of which are set out
239、underparagraph headed 1.Tax and other indemnities under thesection headed Statutory and general information E.Otherinformation in Appendix IV of this documentDeed of Non-competitionthe deed of non-competition dated.given by the ControllingShareholders in favour of our Company(for ourselves and astru
240、stee for each of our subsidiaries)regarding certain non-compliance undertakings,particulars of which are set out inthesectionheadedRelationshipwithControllingShareholdersNon-competitionundertakingsofthisdocumentREDACTEDREDACTEDDEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO C
241、HANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDFY2019the financial year ended 31 December 2019FY2020the financial year ended 31 December 2020FY2021the financial year ended 31 December 20
242、21FY2022the financial year ended 31 December 2022FY2023the financial year ending 31 December 2023FY2024the financial year ending 31 December 2024FY2025the financial year ending 31 December 2025FY2026the financial year ending 31 December 2026FY2027the financial year ending 31 December 2027General Rul
243、es of CCASSthe terms and conditions regulating the use of CCASS,as maybe amended or modified from time to time and,where thecontext so permits,shall include the CCASS OperationalProceduresGolden ConcordGolden Concord Holding Limited,a company incorporated inthe BVI as a BVI business company on 8 Jan
244、uary 2019 withliability limited,which is wholly owned by Mr.Fung and aControlling ShareholderREDACTEDREDACTEDDEFINITIONS 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THI
245、S DOCUMENT.Group,our Group,we,our or usour Company and our subsidiaries at the relevant time or,where the context refers to any time prior to our Companybecoming the holding company of our present subsidiaries,suchsubsidiariesandthebusinesscarriedonbysuchsubsidiaries or(as the case may be)our predec
246、essors,andwe,our or us shall be construed accordinglyHK$or Hong Kong dollarsHong Kong dollar(s),the lawful currency of Hong KongHKFRSHong Kong Financial Reporting Standards,including HongKong Accounting Standards and Interpretations promulgatedby the Hong Kong Accounting Standards BoardHKSCCHong Kon
247、g Securities Clearing Company Limited,a wholly-owned subsidiary of Hong Kong Exchanges and ClearingLimitedREDACTEDREDACTEDHKSCC NomineesHKSCC Nominees Limited,a wholly-owned subsidiary ofHKSCCREDACTEDREDACTEDHKSCC Participanta person or company admitted for the time being by HKSCCas a participantHon
248、g Kong or HKSAR orHKthe Hong Kong Special Administrative Region of the PRCREDACTEDREDACTEDDEFINITIONS 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Hong Kon
249、g Governmentthe Government of the Hong Kong Special AdministrativeRegion of the PRCIndependent Third Party(ies)an individual(s)or a company(ies)who or which is/are notconnected person(s)(within the meaning of the Listing Rules)of our Company or any of its subsidiaries or any of theirrespective assoc
250、iatesREDACTEDREDACTEDREDACTEDREDACTEDJoint Sponsorstogether(i)Halcyon Capital Limited,a corporation licensed bythe SFC to carry on type 6(advising on corporate finance)regulated activity under the SFO;and(ii)Eddid CapitalLimited,a corporation licensed by the SFC to carry on type 1(dealing in securit
251、ies)and type 6(advising on corporatefinance)regulated activities under the SFOLatest Practicable Date1 November 2023,being the latest practicable date for thepurpose of ascertaining certain information contained in thisdocument prior to its publicationREDACTEDREDACTEDListing Committeethe Listing Com
252、mittee of the Stock ExchangeREDACTEDREDACTEDListing Rulesthe Rules Governing the Listing of Securities on the StockExchange,as amended,modified and supplemented from timeto timeMain Boardthe stock exchange(excluding the option market)operated bythe Stock Exchange which is independent from and operat
253、es inparallel with GEM of the Stock ExchangeDEFINITIONS 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Memorandum orMemorandumof Associationthe amended and r
254、estated memorandum of association of ourCompany(asamendedfromtimetotime),conditionallyadoptedon.,whichwillbecomeeffectiveontheREDACTED,a summary of which is set out in AppendixIII to this documentMs.ChenMs.ChenShenmao(陳申茂),vicegeneralmanagerandfinancial controller of WellCell Technology and one of o
255、urControlling ShareholdersMr.CongMr.Cong Bin(叢斌),our executive Director and one of ourControlling ShareholdersMr.FungMr.FungManHon(馮文瀚),oneofourControllingShareholdersMr.JiaMr.Jia Zhengyi(賈正屹),our executive Director and one ofour Controlling ShareholdersMr.LinMr.Lin Qihao(林啟豪),our non-executive Dire
256、ctor and oneof our Controlling ShareholdersMs.LiuMs.Liu Ping(劉萍),our executive DirectorNominee Committeethe nomination committee of an BoardREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN
257、 CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH
258、THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.PRC governmentthe central government of the PRC,including all governmentalsubdivisions(includingprovincial,municipalandotherregional or local government entities)and instrumentalitiesthereof or,where the context requires,any of themPRC Legal Ad
259、visersBeijing DHH(Shanghai)Law Firm,the legal advisers to ourCompany as to PRC lawREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE R
260、EAD IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.Remuneration Committeethe remuneration committee of the BoardReorganisationthe corporate reorganisation undertaken by our Group inpreparation of the REDACTED,details of which are set outintheparagraphsheadedHistory,Reorg
261、anisationandcorporate structure Reorganisation in this documentReorganisation Agreementthe reorganisation agreement dated 27 April 2023 entered intobetween our Company,WellCell Group,Shine Dynasty,CheerPartners,Golden Concord,Dazzling Power,Diamond Skyline,Mr.Jia,Mr.Lin,Mr.Fung,Mr.Cong and Ms.Chen,p
262、ursuantto which our Company acquired the entire issued share capitalof WellCell International from WellCell GroupRMB or RenminbiRenminbi,the lawful currency of the PRCSFCthe Securities and Futures Commission of Hong KongSFOthe Securities and Futures Ordinance(Chapter 571 of the Lawsof Hong Kong),asa
263、mended,supplementedor otherwisemodified from time to timeShare(s)ordinary share(s)with par value of HK$0.01 each in the sharecapital of our CompanyShareholder(s)the holder(s)of the Share(s),from time to timeREDACTEDREDACTEDShare Option Schemethe share option scheme approved and conditionally adopted
264、by our Company on.the principal terms of which aresummarised in the paragraph headed Statutory and GeneralInformation D.Share option scheme in Appendix IV tothis documentShine DynastyShine Dynasty Limited,a company incorporated in the BVI asa BVI business company on 5 July 2018 with liability limite
265、d,whichiswhollyownedbyMr.JiaandaControllingShareholderDEFINITIONS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDA
266、CTEDStock ExchangeThe Stock Exchange of Hong Kong LimitedTrack Record Periodthe financial period comprising the three financial years of theGroup ended 31 December 2022 and six months ended 30 June2023(i.e.FY2020,FY2021,FY2022 and 6M2023)REDACTEDREDACTEDREDACTEDREDACTEDUS$or United States dollarsUni
267、ted States dollar(s),the lawful currency of the UnitedStates of AmericaWellCell GroupWellCellGroupCo.,Limited(經緯天地集團有限公司),acompanyincorporatedunderthelawsoftheBVIon8February2019withlimitedliability,andoneofourControlling ShareholdersWellCell HKWellCell HongKongLimited(經緯天地香港有限公司),acompany establishe
268、d under the laws of Hong Kong on 19February 2019 with limited liability,and an indirect wholly-owned subsidiary of our CompanyWellCell IntelligentGuangdongWellCellIntelligentTechnologyCompanyLimited*(廣東經緯天地智能科技有限公司),acompanyestablished under the laws of the PRC on 3 July 2019 withlimited liability,a
269、nd an indirect wholly-owned subsidiary ofour CompanyDEFINITIONS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.WellCell InternationalWellCell International C
270、o.,Limited(經緯天地國際有限公司),a company incorporated under the laws of the BVI on 11August 2021 with limited liability,and a direct wholly-ownedsubsidiary of our CompanyWellCell TechnologyGuangdong WellCell Technology Company Limited*(廣東經緯天地科技有限公司),a company established under the lawsof the PRC on 20 March
271、 2003 with limited liability,formerlyknownasGuangdongWellCellTechnologyCompanyLimited*(廣東經緯天地科技股份有限公司),Zhuhai WellCellCommunicationsTechnologyCompanyLimited*(珠海市經緯天地通訊技術有限公司)andZhuhaiWellCellCommunications Technology Company Limited*(珠海市緯地通訊科技有限公司),and an indirect wholly-owned subsidiaryof our Compa
272、ny%per centUnless otherwise expressly stated or the context otherwise requires,in this document:.all times refer to Hong Kong time and references to years in this document are tocalendar years;.the terms associate(s),close associate(s),connected person(s),core connectedperson(s),connectedtransaction
273、(s),continuingconnectedtransaction(s),subsidiary(ies)and substantial shareholder(s)shall have the meanings ascribed tosuch terms in the Listing Rules;.certain amounts and percentage figures included in this document have been subject torounding adjustments.Accordingly,figures shown as totals in cert
274、ain tables may not bean arithmetic aggregation of the figures preceding them;and.unless otherwise specified,all references to any shareholding in the Company in thisdocument assumes no allotment of issue of any Shares which may be issued or allottedpursuant to the exercise of any of the REDACTED or
275、any exercise of options under theShare Option Scheme.The English names of the PRC laws,rules,regulations,nationals,entities,governmentalauthorities,institutions,facilities,certificates and titles etc.mentioned in this document,includingthose marked with*,are translations from their Chinese names and
276、 are for identificationpurpose only.If there is any inconsistency between the Chinese names and their Englishtranslations,the Chinese names shall prevail.DEFINITIONS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH
277、THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.This glossary of technical terms contains explanations and definitions of certain terms usedin this document in connection with our Group and our business.The terms and their meaningsmay not correspond to standard industry meanings or usage of
278、these terms.1Gthe first generation broadband technology2Gthe second generation broadband technology3Gthe third generation broadband technology4Gthe fourth generation broadband technology5Gthe fifth generation broadband technology6Gthe sixth generation broadband technologyantennaa rod,wire,or other d
279、evice used to transmit or receive radio ortelevision signalsbandwidththe transmission capacity of a computer network or othertelecommunication system,which determines the rate at whichinformationcanbetransmittedacrossamedium,oftenmeasured in terms of Mbps,Gbps or other relevant unitsbase stationabas
280、etransceiverstationforperformingandmanagingcommunications between a wireless communications networkand users,which is a basic unit of a cell in the wirelesscommunications networkbroadbandMass market high-speed internet connection that is always onand faster than dial-up accessCAGRcompound annual gro
281、wth rate,the year-on-year growth rateover a specified period of timeCDMACode Division Multiple Access,a channel access method usedby various radio communication technologies which enables anumber of transmitters can send information over a singlecommunication channelcloud-basedapplications,services
282、or resources made available to users ondemand via the Internet from a cloud computing providersserver with access to shared pools of configurable resourcesGLOSSARY OF TECHNICAL TERMS 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN
283、CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.CMMICapability Maturity Model Integration certification,a processlevel improvement training and appraisal program administeredbytheCMMIInstitute(asubsidiaryoftheInformationSystems Audit and Control Association)cloud technologyo
284、n-demand access,via the internet,to computing resourcessuch as applications,servers(physical servers and virtualservers),datastorage,developmenttools,networkingcapabilities,etc.,which are hosted at a remote data centermanaged by a cloud services providercore networkatelecommunicationnetworkscorepart
285、,whichoffersnumerous services to the customers who are interconnected bythe access networkdata mininga computational process of using specific algorithms to captureimplicit information from a large size of datadrive test toola method of measuring and assessing the coverage,capacityand quality of ser
286、vice of a telecommunication networkfibre optic cablea high-speed data transmission medium capable of transmittingdigital data through the cable at the speed of lightGBthe GB standards(中華人民共和國國家標準)which are thePRCnationalstandardsissuedbytheStandardizationAdministration of China(中國國家標準化管理委員會).GBstand
287、s for Guobiao(國標),which means national standard.MandatorystandardsareprefixedGB.Recommendedstandards are prefixed GB/T(T stands for tuijian(推薦),which means recommended).The GB standards set forthspecificrequirementsforvarioustypesofproductsandservicesGB/T 190012016recommended national standards for
288、general requirements forquality management(質量管理體系要求)GB/T 280012011recommended national standards for general requirements foroccupational health and safety management systems(職業健康安全管理體系要求)GB/T 240012016recommended national standards for general requirements forenvironmental management systems(環境管理體系
289、要求)GLOSSARY OF TECHNICAL TERMS 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.GB/T 220802016recommended national standards for general requirements forinform
290、ation technology,security techniques and informationsecurity management systems(信息技術 安全技術 信息安全管理體系要求)GSMGlobal System for Mobile Communications,a standard todescribe protocols for 2G digital cellular networks used bymobile phonesICT integrationinformation and communications technology,which refers t
291、osystemdesign,equipmentandmaterialprocurement,installation and implementation,system commissioning,etc.,and aims to provide business entities and government entitieswith solutions that help to digitalise daily operation andincreaseoperationefficiency,coveringapplicationsincommunicationnetwork,comput
292、ernetwork,videosurveillance,video conferences,IoT services,and softwareinitial project coststhe accumulated cash outflow of a service provider in itsprovision of services to its customer in a project before itreceives the first payment of any fee or contract price from thecustomer,which typically in
293、cludes,in the contact of an ICTintegration project as an example,payments to supplies andsubcontractors for procurement of hardware,software andsubcontracted serviceIoTInternet of Things,referring generally to physical objectsconnected to a communication network so as to allow them totransmit and re
294、ceive data through sensors,software,etc.,oftento enable remote access,control and managementISOInternational Organisation for Standardisation,an internationalstandarddevelopmentorganisationwhichdevelopsandpublishes standardisation in technical and non-technical fieldsISO 9001a quality management sys
295、tems model published by ISO forqualityassuranceindesign,development,production,installation and servicingISO/IEC 27001Information Security Management System,an internationalstandard on management of information security published byISO and the International Electrotechnical CommissionLTELong Term Ev
296、olution,a standard for wireless broadbandcommunication for mobile devices and data terminalsGLOSSARY OF TECHNICAL TERMS 33 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS
297、 DOCUMENT.Major Operating Coststhe aggregate of(i)employee benefit expenses;(ii)sub-contracting charges;and(iii)materials,supplies and otherproject costsMajor Operating Costs Ratioa ratio calculated by dividing Major Operating Costs byrevenueOHSASOccupational Health and Safety Assessment Specificati
298、on,aninternationalstandardforoccupationalhealthandsafetymanagement systemsOHSAS 18001therequirementsforoccupationalhealthandsafetymanagementsystemsdevelopedformanaginghealthandsafety risks associated with a businessprivate quotationa document that a supplier submits privately to a potentialcustomer
299、containing proposed terms pursuant to which theproposed product(s)or service(s)are to be provided,typicallyin response to requirements and conditions stipulated by thecustomerR&Dresearch and developmenttelecommunication networkcoverageachievingtheuniformlydistributionofwirelesstelecommunicationssign
300、altransmissionwithincertaingeographic areatelecommunicationsthetransmissionofinformationbyvarioustypesoftechnologies over wire,radio,optical,or other electromagneticsystemstenderas invitation to bid for a contract concerning a project orprovision of services with is typically accompanied withprescri
301、bed procedures and/or stipulated requirements of thecustomer.A tender may be a public tender(which is generallyopen to any interested parties in the public domain and/or isadvertised)or a private tender(which is generally made byinvitation only to selected vendors or suppliers of service andis not a
302、dvertised)total contract sumthetotalcontractsumofourproject(s)sincetheircommencement up to 30 June 2023,including contract sum inrelation to period before the Track Record Periodtower or telecommunicationstowera high-erected steel structure or a pole for hosting antennas orother equipmentGLOSSARY OF
303、 TECHNICAL TERMS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.WANWide area network,a telecommunication network that extendsover a large geographical area f
304、or the primary purpose ofcomputer networkingWLANWireless local area network,a wireless system used in a localarea network to connect computer userswireless communicationsconductinginformationexchangeortelecommunicationsthrough wireless communications networks by both parties orat least one partyGLOS
305、SARY OF TECHNICAL TERMS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.This document contains forward-looking statements that are,by their nature,subject tos
306、ignificant risks and uncertainties.The forward-looking statements are contained principally in thesections headed Summary,Risk Factors,Industry Overview,Business,FinancialInformation and Future Plans and REDACTED in this document.These statements relate toevents that involve known and unknown risks,
307、uncertainties and other factors,including those listedunder the section headed Risk Factors in this document,which may cause our actual results,performanceor achievementstobe materiallydifferent fromperformanceor achievementsexpressed or implied by the forward-looking statements.These forward-lookin
308、g statements include,without limitation,statements relating to:.our business prospects;.future events and developments,trends and conditions in the industry and markets inwhich we operate or plan to operate;.our business strategies and plans to achieve these strategies;.our objectives and expectatio
309、ns regarding our future operations,profitability,liquidityand capital resources;.general economic,political and business conditions in the industry and markets in whichwe operate;.changes to the regulatory environment and general outlook in the industry and markets inwhich we conduct or may conduct
310、our business;.our ability to reduce costs;.our dividend policy;.the amount and nature of,and potential for,future development of our business;.capital market developments;.the actions and developments of our competitors;and.change or volatility in interest rates,foreign exchange rates,equity prices,
311、volumes,operations,margins,risk management and overall market trends.The words aim,anticipate,believe,could,estimate,expect,going forward,intend,may,might,plan,project,propose,seek,should,target,will,would and the negative of these terms and other similar expressions,as they relate to us,areintended
312、toidentifyanumberof theseforward-lookingstatements.Theseforward-lookingstatements reflect our current views with respect to future events and are not a guarantee of futureperformance.Actual results may differ materially from information contained in the forward-looking statements as a result of a nu
313、mber of uncertainties and factors,including but not limited to:FORWARD-LOOKING STATEMENTS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.any changes in the l
314、aws,rules and regulations relating to any aspect of our business oroperations;.general economic,market and business conditions,including the sustainability of theeconomic growth;.changes or volatility in interest rates,foreign exchange rates,equity prices or other ratesor prices;.business opportunit
315、ies and expansion that we may pursue;and.the risk factors discussed in this document as well as other factors beyond our control.Subject to the requirements of applicable laws,rules and regulations,we do not have anyobligation to update or otherwise revise the forward-looking statements in this docu
316、ment,whetheras a result of new information,future events or otherwise.As a result of these and other risks,uncertainties and assumptions,the forward-looking events and circumstances discussed in thisdocument might not occur in the way we expect,or at all.Accordingly,you should not place unduerelianc
317、e on any forward-looking information.All forward-looking statements contained in thisdocument are qualified by reference to the cautionary statements set forth in this section as well asthe risks and uncertainties discussed in the section Risk Factors in this document.FORWARD-LOOKING STATEMENTS 37 T
318、HIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.In preparation for the REDACTED,we have sought the following waiver from strictcompliance with Rule 8.12 of the Li
319、sting Rules:MANAGEMENT PRESENCE IN HONG KONGPursuant to Rule 8.12 of the Listing Rules,we,as a company REDACTED on the StockExchange following the REDACTED,must have sufficient management presence in Hong Kong.This normally means that at least two of our executive Directors must be ordinarily reside
320、nt inHong Kong.For the purpose of the proposed REDACTED,our Company has established a principal placeof business in Hong Kong and was registered in Hong Kong as a non-Hong Kong company underPart 16 of the Companies Ordinance before the REDACTED.However,the principal businessoperations,offices and fa
321、cilities of our Group are primarily located,managed and conducted in thePRC,and all the executive Directors are not ordinarily residents in Hong Kong.We do not theretohave sufficient management presence in Hong Kong for the purpose of Rule 8.12 of the ListingRules.We believe it would be more effecti
322、ve and efficient for our executive Directors and our seniormanagement to remain based in the PRC where our operation are based.We also believe that itwould not be in the best interests of our Group and our Shareholders as a whole to additionallyappoint two executive Directors who are ordinarily resi
323、dent in Hong Kong but do not fullyunderstand or are not familiar with our business operations,activities and development for the solepurpose of satisfying the requirements of Rule 8.12 of the Listing Rules.Accordingly,we have applied for,and the Stock Exchange has granted,a waiver fromstrict complia
324、nce with Rule 8.12 of the Listing Rules.Such waiver has been granted on the basisthat there will be an effective channel of communication between us and the Stock Exchange bymay of the following arrangements:1.pursuant to Rule 3.05 of the Listing Rules,our Company has appointed and will continueto m
325、aintain two authorised representatives,who shall act at all times as our principalchannel of communication with the Stock Exchange.Our Company has appointed Mr.Yiu Chun Wing(formerly known as Yiu Ka Wai),the company secretary of ourCompany,who is ordinarily resident in Hong Kong,and Mr.Jia,as the tw
326、o authorisedrepresentatives of our Company(the Authorised Representatives).The AuthorisedRepresentatives will be available to meet with the Stock Exchange in Hong Kong withina reasonable period of time upon request and will be readily contactable by theirrespective mobile phone number,office phone n
327、umber,email address and facsimilenumber(if available)to deal promptly with enquiries from the Stock Exchange.Each ofthe Authorised Representatives has been duly authorised to communicate on our behalfwith the Stock Exchange.We will keep the Stock Exchange informed in respect of anychange to such det
328、ails;2.each Director will provide their contact information(including mobile phone number,office phone number,fax number(if available)and email address)to the Stock Exchangeand the Authorised Representatives,and ensure that they may be reached by effectiveWAIVER FROM STRICT COMPLIANCE WITH THE LISTI
329、NG RULES 38 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE.THE INFORMATIONIN THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNINGON THE COVER OF THIS DOCUMENT.means of communication when travelling.This will ensure that the Stock Exchange andthe Authorised Rep
330、resentatives should have means for contracting all Directors promptlyat all times and when required;3.meetings of the Board can be convened and held on short notice to discuss and addressany enquires or issues which the Stock Exchange may raise in a timely manner;4.our Company has retained the servi
331、ces of a compliance adviser(the ComplianceAdviser)pursuant to Rule 3A.19 of the Listing Rules who will act as an additionalchannel of communication with the Stock Exchange for a period commencing on theREDACTED and ending on the date on which our Company distributes our annualreport for the first fu
332、ll financial year after the REDACTED(the EngagementPeriod)in accordance with Rule 13.46 of the Listing Rules.We will ensure that during the Engagement Period,the Compliance Adviser will haveprompt access at all reasonable times to the Authorised Representatives,Directors andother senior management m
333、embers of our Company who will provide the ComplianceAdviser with such information and assistance as the Compliance Adviser may reasonablyrequire in connection with its performance of duties as the Compliance Adviser;5.we will promptly inform the Stock Exchange of any changes to the AuthorisedRepresentatives and/or the Compliance Adviser in accordance with the requirements ofthe Listing Rules;6.we
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