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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 partof the contents of this Application Proof.Application Proof ofQingSong Health Corporation轻松健康集团(the“Company”)(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited
3、(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 viewing this
4、document,you acknowledge,accept and agree with the Company,itsrespective sponsors,overall coordinators,advisors 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 purposes.N
5、o investment decision should be based on the information containedin this document;(b)the publication of this document or any supplemental,revised or replacement pages on the StockExchanges website does not give rise to any obligation of the Company,its respective sponsors,overallcoordinators,adviso
6、rs or members of the underwriting syndicate to proceed with an offering in Hong Kongor any other jurisdiction.There is no assurance that the Company will proceed with the offering;(c)the contents of this document or any supplemental,revised or replacement pages may or may not bereplicated in full or
7、 in part in the actual final listing document;(d)this document is not the final listing document and may be updated or revised by the Company from time to timein accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;(e)this document does not constit
8、ute a document,and shall not be deemed to be,a document,offering circular,notice,circular,brochure or advertisement offering to sell any securities to the public in any jurisdiction,noris it an invitation to the public to make offers to subscribe for or purchase any securities,nor is it calculatedto
9、 invite offers by the public to subscribe for or purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and nosuch inducement is intended;(g)neither the Company nor any of its affiliates,sponsors,overall coordinators,advisors or mem
10、bers of itsunderwriting syndicate is offering,or is soliciting offers to buy,any securities in any jurisdiction through thepublication 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 ha
11、s not and will not register 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 i
12、n this document,you agree to inform yourself about and observe any such restrictions applicableto you;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 off
13、ering and/or listing.If an offer or an invitation is made to the public in Hong Kong in due course,prospective investors arereminded to make their investment decision solely based on the Companys document registered with theRegistrar of Companies in Hong Kong,copies of which will be distributed to t
14、he public during the offer period.THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.IMPORTANTIMPORTANT:If you are in any doubt about any of the contents of this document,yo
15、u should obtain independent professional advice.QingSong Health Corporation轻松健康集团(Incorporated in the Cayman Islands with limited liability)REDACTEDTotal number of REDACTED under REDACTED:REDACTED Shares(subject to REDACTED)Number of REDACTED:REDACTED Shares(subject to REDACTED)Number of REDACTED:RE
16、DACTED Shares(subject to REDACTED andREDACTED)Maximum REDACTED:HK$REDACTED per Share,plus brokerage of1.0%,SFC transaction levy of 0.0027%,the StockExchange trading fee of 0.00565%and AFRCtransaction levy of 0.00015%(payable in fullREDACTED in Hong Kong dollars and subject toREDACTED)Nominal value:U
17、S$0.0001 per ShareStock code:REDACTEDJoint Sponsors,REDACTEDHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limitedtake no responsibility for the contents of this document,make no representation as to its accuracy or complete
18、ness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in“Documents Delivered to the Registrar of Companies in HongKong
19、and Available on Display”in Appendix V to this document,has been registered by the Registrar of Companies in Hong Kong asrequired by section 342C of the Companies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities and Futures Commission of Hong Kong
20、 and the Registrar of Companies in Hong Kong take no responsibility for the contentsof this document or any of the other documents referred to above.The REDACTED is expected to be fixed by agreement between the REDACTED(for themselves and on behalf of the REDACTED)and our Company on or before REDACT
21、ED and in any event,no later than REDACTED.The REDACTED will be not more thanHK$REDACTED and is expected to be not less than HK$REDACTED although the REDACTED(for themselves and on behalf ofthe REDACTED)and our Company may agree to REDACTED.Applicants for REDACTED may be required to REDACTED themaxi
22、mum REDACTED of HK$REDACTED for each REDACTED together with brokerage of 1.0%,SFC transaction levy of0.0027%,Stock Exchange trading fee of 0.00565%and AFRC transaction levy of 0.00015%,subject to REDACTED if the REDACTEDis lower than HK$REDACTED.If,for any reason,the REDACTED(for themselves and on b
23、ehalf of the REDACTED)and ourCompany are unable to reach an agreement on the REDACTED by 12:00 noon on REDACTED,the REDACTED will not becomeunconditional and will lapse immediately.The REDACTED(for themselves and on behalf of the REDACTED)may,with the consent of our Company,reduce REDACTEDand/or RED
24、ACTED below that stated in this document at any time on or prior to REDACTED.In such a case,REDACTED and/or REDACTED will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at https:/ soon as practicable but in any event not later than the morning of the day which
25、is REDACTED underthe REDACTED.For further information,see the sections headed“Structure of the REDACTED”and“How to Apply forREDACTED”in this document.Prior to making an REDACTED decision,prospective REDACTED should carefully consider all of the information set out in thisdocument,and in particular,t
26、he risk factors set out in the section headed“Risk Factors.”The obligations of the REDACTED under the REDACTED to REDACTED,and to REDACTED,the REDACTED,are subjectto termination by the REDACTED for themselves and on behalf of the REDACTED if certain grounds arise prior to 8:00 a.m.on theREDACTED.Fur
27、ther details of such grounds are set out in the section headed“REDACTED.”It is important that you refer to thatsection for further details.The REDACTED have not been and will not be registered under the U.S.Securities Act or any state securities laws in the UnitedStates,and may not be REDACTED,REDAC
28、TED,pledged or transferred within the United States,except pursuant to anavailable exemption from,or in a transaction not subject to,the registration requirements of the U.S.Securities Act and inaccordance with any applicable state securities laws in the United States.The REDACTED may only be REDACT
29、ED andREDACTED(a)in the United States to QIBs in reliance on Rule 144A or another available exemption from registrationrequirements under the U.S.Securities Act,and(b)outside the United States in offshore transactions in reliance on Regulation S.NoREDACTED of the REDACTED will be made in the United
30、States.REDACTEDREDACTEDTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.IMPORTANTREDACTEDTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFOR
31、MATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.IMPORTANTREDACTEDTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.EXPECTED
32、TIMETABLEREDACTED i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.EXPECTED TIMETABLEREDACTED ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT
33、 THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.CONTENTSThis document is issued by our Company solely in connection with the REDACTED and theREDACTED and does not constitute an REDACTED or REDACTED any security other than theREDACTED.This doc
34、ument may not be used for the purpose of,and does not constitute,anREDACTED or invitation in any other jurisdiction or in any other circumstances.No action has beentaken to permit a REDACTED of the REDACTED or the distribution of this document in anyjurisdiction other than Hong Kong.The distribution
35、 of this document and REDACTED andREDACTED in other jurisdictions are subject to restrictions and may not be made except as permittedunder the applicable securities laws of such jurisdictions pursuant to registration with or authorization bythe relevant securities regulatory authorities or an exempt
36、ion therefrom.You should rely only on the information contained in this document to make your REDACTEDdecision.Our Company has not authorized anyone to provide you with information that is different fromwhat is contained in this document.Any information or representation not made in this document mu
37、st notbe relied on by you as having been authorized by our Company,the Joint Sponsors,REDACTED anyof our or their respective directors,officers,representatives,or affiliates,or any other person or partyinvolvedintheREDACTED.Informationcontainedinourwebsite,locatedathttps:/ not form part of this docu
38、ment.PageExpected Timetable.iContents.iiiSummary.1Definitions.10Glossary.17Forward-Looking Statements.18Risk Factors.19Waivers from Strict Compliance with the REDACTED and Exemption from the Companies(Winding Up and Miscellaneous Provisions)Ordinance.55Information about this Document and the REDACTE
39、D.60Directors and Parties Involved in the REDACTED.63Corporate Information.66Regulations.68Industry Overview.89History,Reorganization and Corporate Structure.98Business.118Relationship with Our Controlling Shareholders.145Connected Transactions.150Directors and Senior Management.155 iii THIS DOCUMEN
40、T IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.CONTENTSPageShare Capital.163Substantial Shareholders.165Financial Information.167Future Plans and Use of REDACTED.201REDACTED.203Stru
41、cture of the REDACTED.211How to Apply for REDACTED.220Appendix IA Accountants Report.IA-1Appendix IB Report on Review of Condensed Consolidated Financial Statements.IB-1Appendix II Unaudited REDACTED Financial Information.II-1Appendix III Summary of the Constitution of Our Company and Cayman Islands
42、 CompanyLaw.III-1Appendix IV Statutory and General Information.IV-1Appendix V Documents Delivered to the Registrar of Companies in Hong Kong and Availableon Display.V-1 iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SEC
43、TION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYThis summary aims to give you an overview of the information contained in this document and should beread in conjunction with the full text of this document.Since this is a summary,it does not contain all theinformation that may be important t
44、o you.You should read the whole document,including our financialstatements and the accompanying notes,before you decide to REDACTED.There are risks associated withany REDACTED.Some of the particular risks of REDACTED are set forth in the section headed“RiskFactors.”You should read that carefully bef
45、ore you decide to REDACTED.OUR VISIONEvery life deserves to be cared for.OUR MISSIONEmpower every family with the courage and strength to combat illness.OVERVIEWWe are a leading tech-enabled,one-stop platform focused on providing integrated healthcare and healthinsurance solutions in China.We ranked
46、 the eighth in Chinas independent digital integrated healthcare andhealth insurance services market in terms of revenue in the nine months ended September 30,2024 and rankedthe second among all digital integrated healthcare and health insurance service providers in China in terms of thenumber of act
47、ive users from mobile devices in 2023,according to the F&S Report.Specifically,we ranked thefourth in Chinas independent digital healthcare services market in terms of revenue in the nine months endedSeptember 30,2024,according to the same source.We strive to build protection and support for people
48、in needwith a suite of accessible,targetable and affordable healthcare solutions,leveraging our all-inclusive ecosystemto facilitate the efficient allocation of healthcare services and related financial resources in China.Our comprehensive one-stop shop solution seamlessly blends robust healthcare s
49、ervices with tailoredfinancial resources to address our users diverse healthcare and protection needs.We offer diversified andpersonalized healthcare services to serve our users seeking holistic healthcare solutions,ranging from earlydisease screening,health examination and consultation,medical appo
50、intment services to health supplement sales.We also empower industry participants to curate quality contents for market education and promote publicinitiatives on healthcare,and ultimately,empower the key participants along the industry value chain,includingmedical institutions,practitioners and res
51、earchers.To finance our users healthcare spending and address theirprotection needs,we also provide users with convenient access to a wide array of health insurance productsthrough Qingsong Insurance,our online insurance marketplace.As of September 30,2024,a total of 252insurance products from 36 in
52、surer partners had been offered on Qingsong Insurance.We have jointly developedmost of these products with our insurer partners,leveraging our tech-enabled,data-driven insights.Our closeconnection with insurer partners enables us to provide insurance purchasers with a worry-free experience,frominsur
53、ance purchase to maintenance services,from after-sales care to claims processing.The ensemble of thecomprehensive healthcare services and insurance funding resources offered through our integrated platform takescare of our usersholistic well-being needs.We have built a brand synonymous with trust an
54、d credibility and cultivated a highly engaged,healthconscious user base,which represents a prospective target group of individuals with heightened awareness andinterest in our healthcare solutions.We have demonstrated greater purchase conversion efficiency and lower useracquisition-related costs tha
55、n the average industry level,according to the F&S Report.As of September 30,2024,we had a cumulative follower base of approximately 60.9 million acquired through our Weixin official accounts,mini programs and WeCom accounts.Moreover,as our users,at the time of their first adoption of our productsand
56、 services,are primarily the younger generation,we are well-positioned to capture their lifetime value throughup-selling and cross-selling opportunities as they progress through predictable lifecycle events with accumulatedassets and growing responsibilities for higher spending on healthcare solution
57、s,including financial protection,and bring in their familial connections to our platform.Technology is the backbone of our platform.We have developed AIcare,our proprietary AI technologystack,which is scalable,deeply integrated and purpose-built.We apply proprietary big data and AI technologiesnot o
58、nly to our daily operations,which increases user acquisition and engagement and facilitates targeted salesactivities,but also to our services to insurer partners,which facilitates intelligent claims processing and dynamicrisk assessment of users and transactions.As of September 30,2024,we had regist
59、ered 48 invention patents and34 copyrighted software in relation to our technology capabilities.We had completed filing for six algorithmswith the CAC,as of the same date.1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SE
60、CTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYAs of December 31,2022 and 2023 and September 30,2024,the number of our registered users was154.6 million,163.8 million and 167.8 million,respectively.In 2022,2023 and the nine months endedSeptember 30,2023 and 2024,the number of our active u
61、sers was 70.5 million,69.1 million,51.4 million and50.0 million,respectively.In 2022,2023 and the nine months ended September 30,2023 and 2024,the totalannualized premium of insurance products sold by us was RMB1.3 billion,RMB1.2 billion,RMB1.0 billion andRMB0.8 billion,respectively.In 2022,2023 and
62、 the nine months ended September 30,2023 and 2024,wegenerated revenue of RMB393.6 million,RMB490.0 million,RMB309.6 million and RMB643.0 million,respectively.Our adjusted net profit(non-IFRS measure)was RMB149.2 million,RMB146.6 million,RMB132.8 million and RMB76.6 million in 2022,2023 and the nine
63、months ended September 30,2023 and2024,respectively.See“Financial InformationNon-IFRS Measure.”The following table sets forth our keyoperating metrics.(1)As of September 30,2024(2)In the nine months ended September 30,2024OUR ECOSYSTEMWe have cultivated an all-inclusive ecosystem to facilitate the e
64、fficient allocation of healthcare services andrelated financial resources in China.The following diagram is an illustration of our ecosystem.Our ecosystem places users holistic well-being at the core,providing a one-stop platform offeringcomprehensive healthcare services and tailored financial resou
65、rces.Our users have access to a wide array of 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYquality and affordable healthcare services and protection provided
66、by a wide range of healthcare providers andinsurer partners.We identify usersneeds for healthcare services and financial resources and match users withsuitable healthcare and insurance products.We believe this user-centric approach creates various up-selling andcross-selling opportunities,which repr
67、esents a diversified monetization strategy that taps into the full lifecycle ofour usersholistic well-being needs.Our all-inclusive ecosystem seamlessly integrates diverse participants to enable efficient allocation ofhealthcare services and financial resources:We build an interconnected funding net
68、work where insurer partners provide users with critical financialcoverage.Our collaborations with pharmaceutical companies and charity foundation programsstrengthen this network by enabling market education initiatives and early disease screening services.We create a holistic healthcare experience b
69、y empowering users with personalized healthcare services,from preventive care and early disease screening to integrated health service packages,while raisingpublic health awareness through professionally curated educational content.Through our platform,insurer partners can rapidly identify customer
70、preferences,market trends andunmet demands to optimize their product designs and refine marketing strategies,while leveraging richuser interaction data to better assess risks and streamline their underwriting processes.Leveraging our extensive user base,we facilitate medical research assistance for
71、pharmaceutical companiesand industry participants,enabling real-world clinical studies that advance medical knowledge.This comprehensive ecosystem is powered by our AIcare technology stack,which intelligently matcheshealthcare resources and funding solutions according to user needs,creating a virtuo
72、us cycle where improvedhealthcare solutions and enhanced industry insights lead to better health outcomes for our users.COMPETITIVE STRENGTHSWe believe the following competitive strengths have contributed to our success and differentiated us fromour competitors:(1)trusted brand with compelling value
73、 and growth potential;(2)efficient user acquisition andhigh user engagement;(3)innovative healthcare and related protection services and products;(4)cutting-edgetechnology capabilities throughout our business process;and(5)visionary and seasoned management team withstrong shareholder support.GROWTH
74、STRATEGIESWe intend to pursue the following strategies to further grow our business:(1)enrich service and productofferings;(2)expand user base,drive user engagement,and increase user conversion;(3)strengthen technologycapabilities;(4)enhance brand awareness;and(5)selectively pursue strategic allianc
75、es,investments and acquisitions.RISKS AND CHALLENGESOur business and the REDACTED involve certain risks,which are set out in the section headed“RiskFactors”in this document,including but not limited to:(1)our business is dependent on the strength of our brand,and damage to our brand could materially
76、 harm our business,financial condition and results of operations;(2)failure to retain and expand our user base or convert user purchase may harm our business,financial conditionand results of operations;(3)failure to maintain good relationships with our business partners may negatively affectour bus
77、iness;(4)introduction and use of AI may present business,compliance and reputational challenges;(5)wemay be held liable for information displayed on,retrieved from or linked to our platform or created by us or thirdparties,which may adversely affect our business and results of operations;and(6)if we
78、 are unable to maintain therelevance and credibility of our market education information,our business and results of operations could suffer.As different REDACTED may have different interpretations and criteria when determining thesignificance of a risk,you should carefully read the“Risk Factors”sec
79、tion in its entirety before you decide toREDACTED in our Shares.3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYOUR CUSTOMERS AND SUPPLIERSOur customers primaril
80、y include(1)insurer partners,(2)pharmaceutical companies and(3)individualcustomers for our integrated health service packages.Revenue generated from our top five customers accountedfor 75.4%,71.7%and 66.3%of our total revenue in 2022,2023 and the nine months ended September 30,2024,respectively,and
81、revenue generated from our largest customer accounted for 35.1%,25.3%and 19.2%of ourtotal revenue in the same periods,respectively.See“BusinessOur Customers and SuppliersOur Customers”for details.Our suppliers primarily include healthcare service providers,all of which are located in China.Purchases
82、from our top five suppliers accounted for 42.0%,36.1%and 69.5%of our total purchases in 2022,2023 and thenine months ended September 30,2024,respectively,and purchases from our largest supplier accounted for11.3%,9.9%and 53.1%of our total purchases in the same periods,respectively.See“BusinessOur Cu
83、stomersand SuppliersOur Suppliers”for details.SUMMARY HISTORICAL FINANCIAL INFORMATIONThe following tables set forth summary of our financial information for the Track Record Period,and shouldbe read together with the consolidated financial statements in the AccountantsReport set out in Appendix IAa
84、nd the unaudited consolidated financial statements set out in Appendix IB to this document,including theaccompanying notes and the information set forth in“Financial Information.”Our consolidated financialinformation was prepared in accordance with IFRSs.Summary of Consolidated Statements of Profit
85、or Loss and Other Comprehensive IncomeThe following table set forth a summary of our consolidated statements of profit or loss and othercomprehensive income for the periods indicated.Year ended December 31,Nine months ended September 30,2022202320232024RMB%RMB%RMB%RMB%(RMB in thousands except for pe
86、rcentages)(unaudited)Revenue.393,607100.0489,961100.0309,614100.0642,950100.0Cost of revenue.(68,444)(17.4)(98,486)(20.1)(33,630)(10.9)(363,589)(56.6)Gross profit.325,16382.6391,47579.9275,98489.1279,36143.4General and administrativeexpenses.(59,809)(15.2)(63,269)(12.9)(45,367)(14.7)(46,877)(7.3)Res
87、earch and developmentexpenses.(52,817)(13.4)(61,389)(12.5)(43,583)(14.1)(51,748)(8.0)Sales and marketing expenses.(65,797)(16.7)(123,826)(25.3)(44,939)(14.5)(113,642)(17.7)Fair value changes of convertibleredeemable preferred shares.(150,634)(38.3)(48,297)(9.9)(20,537)(6.6)(38,463)(6.0)Fair value ch
88、anges of financialassets at FVTPL.5,0001.33,5000.73,1881.01150.0Impairment losses under ECLmodel,net of reversal.(200)(0.1)(291)(0.1)(291)(0.1)(Loss)/gain on disposal ofsubsidiaries.(51)(0.0)(51)(0.0)2820.0REDACTED.(7,619)(1.2)Interest income.8,4442.19,0691.96,3242.18,7951.4Other income,net.7,0001.8
89、20.0(306)(0.1)3770.1Foreign currency exchange loss.(10,011)(2.5)(2,388)(0.5)(3,658)(1.2)(1,826)(0.3)Profit before tax.6,3391.6104,53521.3126,76440.928,7554.5Income tax expense.(15,437)(3.9)(7,366)(1.5)(15,398)(5.0)(1,629)(0.3)(Loss)/Profit for the year/periodfrom continuing operations.(9,098)(2.3)97
90、,16919.8111,36636.027,1264.2 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYYear ended December 31,Nine months ended September 30,2022202320232024RMB%RMB%RMB%RM
91、B%(RMB in thousands except for percentages)(unaudited)Discontinued operations:Profit/(Loss)for the year/period fromdiscontinued operations.7,0041.8(23,553)(4.8)(18,814)(6.1)1,4080.2(Loss)/Profit for the year/period.(2,094)(0.5)73,61615.092,55229.928,5344.4(Loss)/Profit for the year/periodattributabl
92、e to non-controllinginterests:.(33)(0.0)(29)(0.0)(24)(0.0)(125)(0.0)(Loss)/Profit for the year/periodattributable to owners of ourCompany.(2,061)(0.5)73,64515.092,57629.928,6594.5Other comprehensive expenses for theyear/periodItems that will not be reclassifiedsubsequently to profit or loss:Fair val
93、ue changes on convertibleredeemable preferred shares due to creditrisk.7,9922.0(6,700)(1.4)(5,330)(1.7)5710.1Exchange differences arising on translationof foreign operations.(117,609)(29.9)(25,267)(5.2)(46,078)(14.9)20,0913.1Total comprehensive(expenses)/incomefor the year/period.(111,711)(28.4)41,6
94、498.541,14413.349,1967.7Total comprehensive(expenses)/incomefor the year/period attributable to:Owners of our Company.(111,678)(28.4)41,6788.541,16813.349,3217.7Non-controlling interests.(33)(0.0)(29)(0.0)(24)(0.0)(125)(0.0)Non-IFRS MeasureTo supplement our consolidated financial statements which ar
95、e prepared and presented in accordance withthe IFRSs,we use adjusted net profit(non-IFRS measure)as an additional financial measure,which is notrequired by,or presented in accordance with,the IFRSs.We believe that such non-IFRS measure facilitatescomparisons of operating performance from period to p
96、eriod and company to company by eliminating thepotential impact of items,such as certain non-cash and non-recurring items,that our management does notconsider to be indicative of our operating performance.The use of such non-IFRS measure has limitations as ananalytical tool,and you should not consid
97、er them in isolation from,as a substitute for,analysis of,or superior to,our results of operations or financial condition as reported under the IFRSs.In addition,such non-IFRS financialmeasure may be defined differently from similar terms used by other companies,and may not be comparable toother sim
98、ilarly titled measure used by other companies.Our presentation of such non-IFRS measure should notbe construed as an implication that our future results will be unaffected by unusual or non-recurring items.We define adjusted net profit(non-IFRS measure)as profit for the year/period adjusted for fair
99、 value changesof convertible redeemable preferred shares,share-based compensation,REDACTED and loss and taxation fromrestructuring.Fair value changes of convertible redeemable preferred shares represent fair value changes relating toshares with preferential rights issued by us.We do not expect to re
100、cord any fair value changes in such instrumentsfollowing the completion of the REDACTED.Share-based compensation is non-cash expenses arising fromgranting restricted share units and options to senior management and employees.REDACTED arise fromactivities relating to our REDACTED.Restructuring tax re
101、presented the relevant non-recurring tax expensesarisingfrom 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYthe restructuring.The following table sets forth a r
102、econciliation of our adjusted net profit(non-IFRS measure)to themost directly comparable financial measure calculated and presented in accordance with the IFRSs.Year ended December 31,Nine months endedSeptember 30,2022202320232024(RMB in thousands)(unaudited)(Loss)/Profit for the year/period from co
103、ntinuingoperations.(9,098)97,169111,36627,126Add:Fair value changes of convertible redeemable preferredshares.150,63448,29720,53738,463Share-based compensation.7,6731,169878334REDACTED.7,619Restructuring tax.3,033Adjusted net profit(non-IFRS measure).149,209146,635132,78176,575See“Financial Informat
104、ionPeriod to Period Comparison of Results of Operations”for detailed discussionon our financial performance results and fluctuations during the Track Record Period.Summary of Consolidated Statements of Financial PositionThe following table sets forth a summary of our consolidated statements of finan
105、cial position as of the datesindicated.As of December 31,As ofSeptember 30,202420222023(RMB in thousands)(unaudited)Total non-current assets.26,767105,401104,140Total current assets.585,572601,027585,402Total assets.612,339706,428689,542Total current liabilities.1,844,7561,893,4311,852,596Net curren
106、t liabilities.(1,259,184)(1,292,404)(1,267,194)Total assets less current liabilities.(1,232,417)(1,187,003)(1,163,054)Total non-current liabilities.(8,321)(10,917)(11,419)Total liabilities.(1,853,077)(1,904,348)(1,864,015)Total deficit and liabilities.(612,339)(706,428)(689,542)Net liabilities.(1,24
107、0,738)(1,197,920)(1,174,473)See“Financial InformationDiscussion of Major Balance Sheet Items”for detailed discussion on ourfinancial positions and fluctuations during the Track Record Period.6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CON
108、JUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYSummary of Consolidated Statements of Cash FlowsThe following table sets forth a summary of our consolidated statements of cash flows for the periodsindicated.Year ended December 31,Nine months endedSeptember 30,2024202220
109、23(RMB in thousands)(unaudited)Net cash generated from operating activities.(57,201)7,83440,116Net cash(used in)/generated from investing activities.(94,895)(4,869)18,584Net cash used in financing activities.(4,986)(4,951)(3,761)Effect of foreign exchange rate changes.639(403)(374)Net(decrease)/incr
110、ease in cash and cash equivalents.(42,041)(2,389)54,565Cash and cash equivalents at beginning of the period.337,650295,609293,220Cash and cash equivalents at end of the period.295,609293,220347,785See“Financial InformationLiquidity and Capital ResourcesCash Flows”for detailed discussion on ourcash f
111、lows and fluctuations during the Track Record Period.KEY FINANCIAL RATIOSThe following table sets forth certain of our key financial ratios for the periods indicated.As of/for the year ended December 31,As of/for thenine monthsendedSeptember 30,202220232024(unaudited)Profitability ratiosGross profit
112、 margin.82.6%79.9%43.4%Net(loss)/profit margin.(2.3%)19.8%4.2%Adjusted profit margin(non-IFRS measure).37.9%29.9%11.9%Liquidity ratiosCurrent ratio.0.30.30.3See“Financial InformationKey Financial Ratios”for details.OUR DEVELOPMENT MILESTONESee“History,Reorganization and Corporate StructureBusiness M
113、ilestones”for details.OUR SHAREHOLDING STRUCTUREThe Group of Our Controlling ShareholdersDuring the Track Record Period and as of the date of this document,Ms.Yang,our Founder,the chairladyof the Board,executive Director and chief executive officer of our Company has been the single largestsharehold
114、er of our Company holding 23.93%Shares of our Company through her wholly-owned holdingcompany QingSongChou Holdings Corporation and controls 15.01%voting rights of our Shares through theVoting Proxy Arrangements entered into with certain other Shareholders.Therefore,Ms.Yang controls over30%of the vo
115、ting rights of our Company.Except for Ms.Yang,none of the other Shareholders of our Companycould individually or collectively control 30%or more of the voting rights of our Company.As such,Ms.Yangis the ultimate controlling shareholder,and Ms.Yang together with QingSongChou Holdings Corporation,Clem
116、atis Holding Limited,Vlove Holdings Limited and QSC ESO Limited are members of the group ofControlling Shareholders of our Company pursuant to the Listing Rules.See“Relationship with Our ControllingShareholders”for details.7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT TH
117、E INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.SUMMARYIn light of the REDACTED,on,our Shareholders resolved to adopt a new memorandum and articlesof association,effective immediately prior to the REDACTED,to replace our current memorandum andar
118、ticles of association and terminate all the special rights granted to existing shareholders to comply withapplicable laws and regulations after the REDACTED.Immediately following the completion of the REDACTED(assuming that the REDACTED is notexercised and without taking into account any Shares that
119、 may be issued under the Pre-REDACTED ShareOption Scheme),Ms.Yang will control approximately REDACTED%of all the voting powers at the generalmeetings of our Company,comprising approximately REDACTED%Shares beneficially owned by herselfthrough QingSongChou Holdings Corporation and approximately REDAC
120、TED%Shares vested to Ms.Yangby the Proxy Investors.Ms.Yang together with QingSongChou Holdings Corporation,Clematis HoldingLimited,Vlove Holdings Limited and QSC ESO Limited will continue to be members of group of ourControlling Shareholders.See“Relationship with Our Controlling Shareholders”for det
121、ails.Pre-REDACTED InvestmentsSince our inception,we have attracted a number of reputable and influential institutional or corporateinvestors to invest in our Company,such as Sunshine Insurance,IDG,DT Global and Tencent.See“History,Reorganization and Corporate StructurePre-REDACTED Investments”for de
122、tails.Share Incentive SchemeWe adopted the Pre-REDACTED Share Option Scheme in 2015.The principal terms of such shareincentive scheme are summarized in the section headed“Statutory and General InformationD.Share IncentiveScheme”in Appendix IV of this document.WAIVERS AND EXEMPTIONSSee“Waivers from S
123、trict Compliance with the Listing Rules and Exemption from the Companies(WindingUp and Miscellaneous Provisions)Ordinance”for details.REDACTED EXPENSESWe expect to incur a total of approximately RMBREDACTED million(HK$REDACTED million)ofREDACTED expenses in connection with the REDACTED,representing
124、approximately REDACTED%of the REDACTED from the REDACTED(assuming an REDACTED of HK$REDACTED,being themid-point of the indicative REDACTED range between HK$REDACTED and HK$REDACTED,andassuming that the REDACTED is not exercised),including(1)REDACTED of approximatelyRMBREDACTEDmillion(HK$REDACTEDmill
125、ion),and(2)non-REDACTEDexpensesofapproximately RMBREDACTED million(HK$REDACTED million),which consist of(i)fees andexpensesoflegaladvisorsandaccountantsofapproximatelyRMBREDACTEDmillion(HK$REDACTED million),and(ii)other fees and expenses of approximately RMBREDACTED million(HK$REDACTED million).Appr
126、oximately RMBREDACTED million is expected to be charged to ourconsolidated statements of profit or loss,and approximately RMBREDACTED million is expected to bededucted from equity.The REDACTED expenses above are the best estimate as of the Latest Practicable Dateand for reference only.The actual amo
127、unt may differ from this estimate.REDACTED STATISTICSAll statistics in this table are based on the assumption that(1)the REDACTED has been completed andREDACTED are issued pursuant to the REDACTED;and(2)the REDACTED is not exercised.Based on an REDACTED ofHK$REDACTED per REDACTEDBased on an REDACTED
128、ofHK$REDACTED per REDACTEDMarket capitalization of our Shares(1).HK$REDACTED millionHK$REDACTED millionUnaudited REDACTED adjustedconsolidated REDACTED of theGroup attributable to owners of ourCompany as of September 30,2024 perShare(2).HK$REDACTEDHK$REDACTED(1)The calculation of market capitalizati
129、on is based on REDACTED total issued Shares immediately upon completion of theREDACTED(assuming the REDACTED is not exercised).8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DO
130、CUMENT.SUMMARY(2)The unaudited REDACTED adjusted consolidated REDACTED of our Group attributable to owners of our Company per Share asof September 30,2024 is calculated after making the adjustments referred to in Appendix II and on the basis of REDACTED totalissued Shares immediately upon the comple
131、tion of the REDACTED.It does not take into account(1)any Shares which may beallotted and issued upon the exercise of the REDACTED;(2)the Shares to be issued pursuant to the Pre-REDACTED equity shareoption plan or(3)conversion of convertible preferred shares of our Company.FUTURE PLANS AND USE OF RED
132、ACTEDWe estimate the REDACTED of the REDACTED which we will receive,assuming an REDACTEDof HK$REDACTED per REDACTED(being the mid-point of the REDACTED range stated in thisdocument),will be approximately HK$REDACTED million,after deduction of REDACTED and otherestimated expenses in connection with t
133、he REDACTED,assuming the REDACTED is not exercised.Weintend to use the REDACTED of the REDACTED for the following purposes:(1)approximatelyREDACTED%of the REDACTED,or HK$REDACTED million,will be used to increase our brandvisibility,enhance user engagement and strengthen our cooperation with business
134、 partners;(2)approximatelyREDACTED%of the REDACTED,or HK$REDACTED million,will be used for medical studies andreal-world research;(3)approximately REDACTED%of the REDACTED,or HK$REDACTED million,will be used to enhance our technology capabilities in AI and big data for wider application in our produ
135、cts andservices;(4)approximately REDACTED%of the REDACTED,or HK$REDACTED million,will beused to expand into more regional and overseas market;and(5)approximately REDACTED%of theREDACTED,or HK$REDACTED million,for working capital and other general corporate purposes.See“Future Plans and Use of REDACT
136、ED”for further information relating to our future plans and use ofREDACTED from the REDACTED,including the adjustment on the allocation of the REDACTED in theevent that the REDACTED is fixed at a higher or lower level compared to the midpoint of the estimatedREDACTED range.DIVIDENDDuring the Track R
137、ecord Period,we did not pay or declare any dividend.According to our dividend policyadopted on,the Articles of Association and applicable laws and regulations,the determination to paydividends will be made at the discretion of our Directors,subject to the Listing Rules,and will depend upon,among oth
138、ers,the financial results,cash flow,business conditions and strategies,future operations and earnings,capital requirements and expenditure plans,any restrictions on payment of dividends,and other factors that ourDirectors may consider relevant.We do not have a pre-determined dividend payout ratio.We
139、 will continue tore-evaluate our dividend policy in light of our financial condition and the prevailing economic environment.As advised by our Cayman Islands legal advisors,we are a holding company incorporated under the laws ofthe Cayman Islands,pursuant to which a company may declare and pay a div
140、idend out of either profits or sharepremium account.The financial position of accumulated losses does not prohibit us from declaring and payingdividends to our Shareholders,as dividends may still be declared and paid out of our share premium accountnotwithstanding our profitability,provided that thi
141、s would not result in our Company being unable to pay debtsas they fall due in the ordinary course of business.NO MATERIAL ADVERSE CHANGEAfter performing sufficient due diligence work which our Directors consider appropriate and after due andcareful consideration,our Directors confirm that,as of the
142、 date of this document,there has been no materialadverse change in our financial and trading positions or document since September 30,2024,being the date onwhich our latest consolidated financial statements were prepared,and that there has been no event sinceSeptember 30,2024 which would materially
143、affect the information in the Accountants Report set out inAppendix IA and the unaudited consolidated financial statements set out in Appendix IB to this document.9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HE
144、ADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONSUnless the context otherwise requires,the following expressions have the following meanings in thisdocument.Certain other terms are explained in the section headed“Glossary”in this document.“AccountantsReport”the accountants report from the Repor
145、ting Accountants,the text ofwhich is set out in Appendix IA to this document“affiliate”any other person,directly or indirectly,controlling or controlled by orunder direct or indirect common control with such specified person“AFRC”Accounting and Financial Reporting Council“Articles of Association”or“
146、Articles”our eighth amended and restated articles of association,as adopted on with effect from the REDACTED,and as amended from time totime,a summary of which is contained in Appendix III to thisdocument“Audit Committee”the audit committee of the Board“Board”or“Board of Directors”the board of direc
147、tors of our Company“Business Day”or“business day”any day(other than a Saturday,Sunday or public holiday)on whichbanks in Hong Kong are generally open for business“BVI”the British Virgin Islands“CAC”Cybersecurity Administration of ChinaREDACTED“Cayman Companies Act”the Companies Act,Cap 22(Act 3 of 1
148、961,as consolidated andrevised)of the Cayman Islands as amended,supplemented,orotherwise modified from time to timeREDACTED“China”or“the PRC”the Peoples Republic of China excluding,for the purpose of thisdocument,Hong Kong,Macau and Taiwan“close associate(s)”has the meaning ascribed to it under the
149、Listing Rules“Companies Ordinance”the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time“Companies(Winding Up andMiscellaneous Provisions)Ordinance”theCompanies(WindingUpandMiscellaneousProvisions)Ordinance(Chapter 32 of the Laws
150、 of Hong Kong),as amended,supplemented or otherwise modified from time to time“Company,”“our Company,”“Qingsong,”“Group,”“our Group,”“we”or“us”QingSong Health Corporation(轻松健康集团)(formerly known asQingSongChou Corporation),an exempted company incorporatedunder the laws of Cayman Islands with limited
151、liability onNovember 12,2014,and,except where the context indicatedotherwise,all of its subsidiaries and companies whose financialresults have been consolidated and accounted as the subsidiaries ofour Company“connected person(s)”has the meaning ascribed to it under the Listing Rules 10 THIS DOCUMENT
152、 IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONS“Controlling Shareholders”has the meaning ascribed thereto under the Listing Rules and unlessthe context requires otherwise,
153、refers to Ms.Yang,Clematis HoldingLimited,VloveHoldingsLimited,QingSongChouHoldingsCorporation and QSC ESO Limited“core connected person(s)”has the meaning ascribed to it under the Listing Rules“CSRC”China Securities Regulatory Commission(中國證券監督管理委員會)“Duoer Hospital”Yinchuan Duoer Internet Hospital
154、Co.,Ltd.(銀川朵爾互聯網醫院有限公司),a limited liability company incorporated under the laws of thePRC on December 20,2019,and our previous consolidated affiliatedentity under the contractual arrangements“Director(s)”the director(s)of our Company or any one of themREDACTED“Extreme Conditions”the occurrence of“ex
155、treme conditions”as announced by anygovernment authority of Hong KongREDACTED“F&S Report”a commissioned report from Frost&Sullivan“Frost&Sullivan”Frost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,the industryconsultant of our CompanyREDACTED“HK$”or“Hong Kong dollars”Hong Kong dollars,the lawful curren
156、cy of Hong KongREDACTED 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONSREDACTED“Hong Kong”or“HK”the Hong Kong Special Administrative Region of the PRCREDAC
157、TED“IFRSs”International Financial Reporting Standards“independent third party”a party,who/which,to the best of our Directors knowledge,information and belief,having made all reasonable enquiries,which isnot a connected person(as defined in the Listing Rules)of ourCompanyREDACTED 12 THIS DOCUMENT IS
158、IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONSREDACTED“Joint Sponsors”China International Capital Corporation Hong Kong SecuritiesLimited and China Merchants Securities(HK)Co
159、.,Limited“Latest Practicable Date”January 19,2025,being the latest practicable date prior to the printingof this document for the purpose of ascertaining certain informationcontained in this documentREDACTED“Listing Committee”the Listing Committee of the Stock ExchangeREDACTED“Listing Rules”the Rule
160、s Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited,as amended or supplemented from time totime“Memorandum”or“Memorandum ofAssociation”our eighth memorandum of association,conditionally approved andadopted on and to become effective on the REDACTED,asamended,supplemented
161、or otherwise modified from time to time“Ms.Yang”Ms.YANG Yin(See“Directors and Senior Management”for detail)“Nomination Committee”the nomination committee of the BoardREDACTED“Ordinary Shares”or“Shares”prior to the REDACTED,ordinary shares in the share capital of ourCompanywithaparvalueofUS$0.00001ea
162、ch;upontheREDACTED,ordinary shares in the share capital of our Companywith a par value of US$0.0001REDACTED 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONS
163、REDACTED“PRC Legal Advisor”Tian Yuan Law Firm,being the legal advisor to our Company as tothe PRC laws“Pre-REDACTED Investments”the pre-REDACTED investments in our Company undertaken bythe Pre-REDACTED Investors,details of which are set out in thesection headed“History,Reorganization and Corporate S
164、tructurePre-REDACTED Investments”“Pre-REDACTED Investor(s)”holders of the preferred shares of our Company,detailed list of whichare set forth in the section headed“History,Reorganization andCorporate StructurePre-REDACTED Investments”“Pre-REDACTEDShareOptionScheme”The Pre-REDACTED share option schem
165、e adopted by ourCompany,as amended,the principal terms of which are set out in thesectionheaded“Statutory and General InformationD.ShareIncentive Scheme1.Pre-REDACTED Share Option Scheme”inAppendix IV“Preferred Share(s)”preferred shares(s)in the share capital of our Company,including theseries A pre
166、ferred shares,series A+preferred shares,series Bpreferred shares,series B+preferred shares,series C preferred shares,series C-1 preferred shares,series D-1 preferred shares and series D-2preferred shares of our CompanyREDACTED“Proxy Investor(s)”certain investors who entered into voting agreements an
167、d deeds withMs.Yang,details of which are set out in the section headed“Relationship with our Controlling Shareholders”“Qingsongchou Network”Beijing Qingsongchou Network Technology Co.,Ltd.(北京輕鬆籌網絡科技有限公司),a limited liability company incorporated under thelaws of the PRC on September 19,2014,and an in
168、direct whollyowned subsidiary of our Company“Qingsong Baikang”Beijing QingSong Baikang Information Technology Co.,Ltd.(北京輕鬆柏康科技有限公司),a limited liability company established underthe laws of the PRC on June 28,2023,and an indirect wholly ownedsubsidiary of our Company“Qingsong HK”QingSong Hong Kong L
169、imited(輕鬆香港有限公司)(formerly knownas QingSongChou Hong Kong Limited),a limited liability companyincorporated under the laws of Hong Kong on November 21,2014,and an direct wholly owned subsidiary of our Company“Qingsong Health”Beijing Qingsong Health Network Technology Co.,Ltd.(北京輕鬆健康網絡科技有限公司)(formerly
170、known as Beijing Quantum QingsongTechnology Co.,Ltd.(北京量子輕鬆科技有限公司),a limited liabilitycompany incorporated under the laws of the PRC on December 13,2018,and an indirect wholly owned subsidiary of our Company 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONM
171、UST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONS“QingSongBao”Guangdong QingSongBao Insurance Brokerage Co.,Ltd.(廣東輕鬆保保險經紀有限公司)(formerly known as Guangdong Hong GuanganInsurance Brokerage Co.,Ltd.(廣東宏廣安保險經紀有限公司),alimited liability company incorporat
172、ed under the laws of the PRC onJune 24,2011,and an indirect wholly owned subsidiary of ourCompany“Qingsong Ningkang”Beijing Qingsong Ningkang Information Technology Co.,Ltd.(北京輕鬆寧康信息技術有限公司)(formerly known as Beijing ZhonglangPingkang Information Technology Co.,Ltd.(北京中朗平康信息技術有限公司),a limited liabilit
173、y company incorporated under the laws ofthe PRC on January 8,2024,and an indirect wholly owned subsidiaryof our Company“Qingsong Pingkang”Beijing Qingsong Pingkang Technology Co.,Ltd.(北京輕鬆平康科技有限公司),a limited liability company incorporated under the laws ofthe PRC on June 29,2023 and deregistered on
174、October 8,2024,and aprevious indirect wholly owned subsidiary of our Company“Qualified Institutional Buyers”or“QIBs”qualified institutional buyers within the meaning of Rule 144A“Regulation S”Regulation S under the U.S.Securities Act“Remuneration Committee”the remuneration committee of the Board“RMB
175、”or“Renminbi”Renminbi,the lawful currency of the PRC“Rule 144A”Rule 144A under the U.S.Securities Act“SFC”the Securities and Futures Commission of Hong Kong“SFO”the Securities and Futures Ordinance Chapter 571 of the Laws ofHong Kong,as amended,supplemented or otherwise modified fromtime to time“Sha
176、reholder(s)”holder(s)of Shares“Share Consolidation”the consolidation of every ten(10)issued and unissued Shares intoone(1)Share,whicharesetforthindetailin“History,Reorganization and Corporate Structure”section in this document“Share Re-Classification”the reclassification of every one(1)of the issued
177、 and unissuedPreferred Shares into one(1)Ordinary Share,which are set forth indetail in“History,Reorganization and Corporate Structure”section inthis documentREDACTED“Stock Exchange”The Stock Exchange of Hong Kong Limited“Takeovers Code”the Code on Takeovers and Mergers issued by the SFC,as amended,
178、supplemented or otherwise modified from time to time“Tianjin Gelinkaite”Tianjin Gelinkaite Information Technology Co.,Ltd.(天津格林凱特信息技術有限公司),a limited liability company established under thelaws of the PRC on April 5,2017,and an indirect wholly ownedsubsidiary of our Company 15 THIS DOCUMENT IS IN DRA
179、FT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.DEFINITIONS“Track Record Period”the period consisting of the two financial years ended December 31,2023 and the nine months ended September 30,20
180、24REDACTED“U.S.”or“United States”the United States of America,its territories and possessions,any Stateof the United States,and the District of Columbia“U.S.Securities Act”the United States Securities Act of 1933,as amended,and the rulesand regulations promulgated thereunder“US$”or“US dollar”United
181、States dollars,the lawful currency of the United States“VAT”the PRC value-added tax“Voting Proxy Arrangement”the voting proxy arrangements entered into between Ms.Yang andcertain other Shareholders.See“Relationship with Our ControllingShareholders”for detailsREDACTED“Zhongyi Hulian”Beijing Zhongyihu
182、lian Network Technology Co.,Ltd.(北京眾意互聯網絡科技有限公司)a limited liability company incorporated under thelaws of the PRC on October 13,2020,and our previous consolidatedaffiliated entity under the contractual arrangementsTranslated English names of Chinese natural persons,legal persons,governmental authori
183、ties,institutionsor other entities for which no official English translation exists are unofficial translations for identificationpurposes only.If there is any inconsistency,the Chinese names shall prevail.In this document,the terms“associate,”“close associate,”“core connected person,”“connected per
184、son,”“connected transaction,”“controlling shareholder,”“subsidiary”and“substantial shareholder”shall have themeanings given to such terms in the Listing Rules,unless the context otherwise requires.16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ
185、 IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.GLOSSARYThis glossary contains certain technical terms used in this document in connection with us and ourbusiness.Such terms and their meaning may not correspond to standard industry definitions or usage.“AI”artificial in
186、telligence,the ability of a machine or computer system toperform tasks that typically require human intelligence“CAGR”compound annual growth rate“CRO”contract research organization“EDC”electronic data capture,a computerized system designed for thecollection and management of clinical research data i
187、n electronicformat for use in clinical trials and medical studies“first-year premium”or“FYP”the total amount of premium received from first-year insurancepolicies sold during a specific period“Greater Bay Area”the Guangdong-Hong Kong-Macau Greater Bay Area,which is amegapolis,consisting of nine citi
188、es and two special administrativeregions in South China“gross written premium”the total amount of premiums collected by an insurance companyduring a given period before any discounts or refunds are taken intoaccount“insured”person(s)covered by the insurance policy,who may be different fromthe insura
189、nce policyholder“large language model”or“LLM”a machine learning model that uses deep learning to perform naturallanguage processing tasks“our active user”a user who has accessed our platform at least once in a given period;if a user uses multiple devices that accessed our platform,it iscounted as mu
190、ltiple users;an active user may be converted into ourcustomer“our customer”an entity or individual that had purchased our services,includingprimarily,during the Track Record Period,(1)individuals andcorporate customers(primarily comprising pharmaceutical companiesand our insurer partners)for Qingson
191、g Healthcare services,and(2)insurer partners for Qingsong Insurance services“our insurance policyholder”a person who has purchased and owns at least one insurance policysold through our platform“our insurer partner”an insurance carrier that subscribes to our services“our registered user”a user accou
192、nt registered on our platform,who may be converted toour customer“PI”principal investigator,the lead researcher responsible for preparing,conducting and administering a clinical research project or study“purchase conversion rate”the percentage obtained by dividing the number of users that made apurc
193、hase of our insurance products in a given period by the totalnumber of our active users in the same period 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.FORWARD-LOOK
194、ING STATEMENTSWe have included in this document forward-looking statements.Statements that are not historical facts,including statements about our intentions,beliefs,expectations or predictions for the future,are forward-looking statements.This document contains forward-looking statements that are,b
195、y their nature,subject to significant risks anduncertainties,including the risk factors described in this document.Forward-looking statements can be identifiedby words such as“may,”“will,”“should,”“would,”“could,”“believe,”“expect,”“anticipate,”“intend,”“plan,”“continue,”“seek,”“estimate”or the nega
196、tive of these terms or other comparable terminology.Examples offorward-looking statements include,but are not limited to,statements we make regarding our projections,business strategy and development activities as well as other capital spending,financing sources,the effects ofregulation,expectations
197、 concerning future operations,margins,profitability and competition.The foregoing isnot an exclusive list of all forward-looking statements we make.Forward-looking statements are based on our current expectations and assumptions regarding our business,the economy and other future conditions.We give
198、no assurance that these expectations and assumptions willprove to have been correct.Because forward-looking statements relate to the future,they are subject to inherentuncertainties,risks and changes in circumstances that are difficult to predict.Our results may differ materiallyfrom those contempla
199、ted by the forward-looking statements.They are neither statements of historical fact norguarantees or assurances of future performance.We caution you therefore against placing undue reliance on anyof these forward-looking statements.Important factors that could cause actual results to differ materia
200、lly fromthose in the forward-looking statements include regional,national or global political economic,business,competitive,market and regulatory conditions and the following:our business prospects;our business strategies and plans to achieve these strategies;future developments,trends and condition
201、s in and competitive environment for the industries andmarkets in which we operate;general economic,political and business conditions in the markets where we operate;our financial condition and performance;our capital expenditure plans;changes to the regulatory environment,policies,operating conditi
202、ons of and general outlook in theindustries and markets in which we operate;our expectations with respect to our ability to acquire and maintain regulatory licenses or permits;the amount and nature of,and potential for,future development of our business;the actions of and developments affecting our
203、competitors;andcertain statement in the sections headed“Risk Factors,”“Industry Overview,”“Regulations,”“Business,”“Financial Information,”“Relationship with Our Controlling Shareholders”and“FuturePlans and Use of REDACTED”with respect to trends in interest rates,foreign exchange rates,prices,operat
204、ions,margins,risk management and overall market trends.Any forward-looking statement made by us in this document speaks only as of the date on which it is made.Factors or events that could cause our actual results to differ may emerge from time to time,and it is not possiblefor us to predict all of
205、them.Subject to the requirements of applicable laws,rules and regulations,we undertakeno obligation to update any forward-looking statement,whether as a result of new information,futuredevelopments or otherwise.All forward-looking statements contained in this document are qualified by referenceto th
206、is cautionary statement.18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORSREDACTED in our Shares involves significant risks.You should carefully consider all
207、 of the information inthis document,including the risks and uncertainties described below,before deciding to REDACTED in ourShares.The following is a description of what we consider to be our material risks.Any of the following risks couldhave a material adverse effect on our business,results of ope
208、rations,financial condition and growth prospects.Inany such case,the market price of our Shares could decline,and you may lose all or part of your REDACTED.These factors are contingencies that may or may not occur,and we are not in a position to express a viewon the likelihood of any such contingenc
209、y occurring.Additional risks and uncertainties not presently known tous or that we currently deem immaterial may also affect our business and results of operations.Our business and operations involve certain risks and uncertainties,many of which are beyond our control.These risks can be broadly cate
210、gorized into(1)risks relating to our business and industry,(2)risks relating toconducting business in China,and(3)risks relating to the REDACTED.RISKS RELATING TO OUR BUSINESS AND INDUSTRYOur business is dependent on the strength of our brand.Events that damage our brand could materiallyharm our bus
211、iness,financial condition and results of operations.We believe that the recognition and reputation of our brand has been indispensable to the success of ourbusiness.Negative publicity concerning us,our brands,products and services,our Shareholders,affiliates,directors,employees and business partners
212、,as well as the industries in which we operate and our discontinuedoperations,regardless of its accuracy,could adversely affect the perception of our brand among our users,customers,business partners and the general public.Negative publicity concerning the foregoing may implicate awide array of matt
213、ers,including,but not limited to:adverse associations with the third-party branded products promoted or sold through our online healthmall,including with respect to their quality,effectiveness or side effects;infringement against our trademarks or trade names;lawsuits,regulatory investigations,fines
214、 and penalties against us or otherwise relating to products orservices available on our platform;adverse publicity and disputes over the contents available on our platform;complaints and questions about,and challenges over,our services,business model and operations;security breaches on our platform
215、and privacy concerns related to our data protection practice;alleged misconduct or other improper activities committed by us,our directors,officers or employeesor our business partners;andgovernment and regulatory inquiries,investigations or penalties resulting from the failure by us,ourdirectors,of
216、ficers or employees or our business partners to comply with applicable laws andregulations.In addition,there has been a prevalent use of social networking platforms in China,including instantmessaging applications,social media websites and other forms of internet-based communication tools thatprovid
217、e individuals with access to a broad audience.The availability of information on these social networkingplatforms is virtually immediate,as is its impact,affording us no opportunity for redress or correction.As aresult,the risks associated with any such negative publicity or incorrect information ca
218、nnot be eliminated.If weare unable to maintain our reputation,enhance our brand recognition or increase positive awareness of our onlineplatform,services and products,it may be difficult to maintain and grow our user base,and our business andgrowth prospects could be materially and adversely affecte
219、d.19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORSIf we fail to retain and expand our user base or convert user purchase,our business,financial conditionan
220、d results of operations could be harmed.We have experienced significant user growth since we commenced operations;however,we may not beable to maintain this growth,and our user base could shrink over time.Our ability to attract new users and retainexisting users depends,in large part,on our ability
221、to maintain their trust in our platform,stay abreast of theirpreferences and provide competitive services and products.In order to do so,we may be required to incursignificantly higher marketing expenses,costs related to improving our services and products,and lowermargins.If we fail to remain compe
222、titive on user experience,service and product pricing,and the scope ofservice and product offerings,our ability to grow our business and generate revenue by retaining existing usersand attracting new ones may be adversely affected.There are many factors that could negatively affect our ability to gr
223、ow and monetize our user base,including,among other things,our ability to:use social networking platforms,digital app stores,search engines,content-based online advertising,and other online sources to cost-effectively generate traffic to our platform;monetize user or customer trust on our platform a
224、nd services;cross-promote our services and products,including the effective conversion of user traffic betweenQingsong Healthcare and Qingsong Insurance;offer services and products that appeal to existing and potential users;avoid reputational harm to our brand resulting from negative publicity,rega
225、rdless of its accuracy ormerits;prevent disruptions to our technology infrastructure,which may cause difficulty in installing andupdating our mobile apps and otherwise accessing our services and products;oraddress user concerns regarding the content,privacy and security of our platform.If our abilit
226、y to achieve any of the foregoing is compromised or hampered,we could fail to grow ormonetize our user base as we anticipate,or at all,which in turn could materially and adversely affect ourbusiness,financial condition and results of operations.We could also be forced to increasingly rely on othermo
227、re aggressive marketing strategies to grow our revenue,such as advertisements and user acquisition serviceson other user traffic channels,which could be less effective and substantially more expensive.As a result,wecould incur significantly more marketing expenses and fail to achieve comparable mone
228、tization results,in whichcase our business,financial condition and results of operations could be materially and adversely affected.Our business may be negatively affected if we fail to maintain stable relationship with our businesspartners.In 2022,2023 and the nine months ended September 30,2023 an
229、d 2024,we generated RMB59.8 million,RMB155.4 million,RMB55.9 million and RMB397.5 million from our Qingsong Healthcare services,accounting for 15.2%,31.7%,18.0%and 61.8%of our total revenue in the same periods,respectively.We relyon healthcare service providers,such as early disease screening and ph
230、ysical examination service providers,todeliver the healthcare services and products distributed on our platform and provide our customers with one-stopshop experience and holistic healthcare management services.Stable relationships with our healthcare serviceproviders are essential for us to obtain
231、quality services for our customers at a competitive price.If ourrelationships with our partnered healthcare service providers deteriorate,we may be unable to procure servicesfrom these healthcare service providers at a competitive price or at all,and we cannot assure you that we will beable to find
232、replacements for these healthcare service providers within a reasonable time and under commerciallyreasonable terms or at all,in which case our business,financial condition and results of operations could bematerially and adversely affected.Our Qingsong Insurance services,first launched in December
233、2016,contributed to a substantial portion ofour revenue during the Track Record period.In 2022,2023 and the nine months ended September 30,2023 and 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”O
234、N THE COVER OF THIS DOCUMENT.RISK FACTORS2024,81.5%,66.7%,79.5%and 37.1%of our total revenue was attributable to our Qingsong Insurance services,and we expect our Qingsong Insurance services to continue to contribute to a substantial portion of our revenue.Our arrangements with our insurer partners
235、are typically not exclusive,and they may have similar arrangementswith our competitors.If our relationships with insurer partners deteriorate due to various reasons,they mayterminate their relationships with us and decide to cooperate with our competitors,which could materially andadversely affect o
236、ur business,financial condition and results of operations.Although we plan to continue to diversify our insurance product offerings,launch more tailor-made orjointly developed insurance products,expand our insurance purchaser base,and monetize from a wider variety ofinsurer partners and insurance pr
237、oducts,we cannot guarantee that we will succeed,or that the concentration ofinsurer partners will continue to decrease.If we cannot continue to maintain good relationships with these insurerpartners,offer insurance products that appeal to our users for any reason,or the popularity of these productsd
238、ecline,our revenue from insurance brokerage fees could decrease and our financial condition and results ofoperations could be materially and adversely affected.Further,we may fail to jointly develop and optimizeinnovative health insurance products with insurer partners to meet the diversified and ev
239、olving healthcare needsof our users,or we may make false prediction on the future trend,which will cause the insurance products to beless appealing to insurance purchasers.Additionally,if our insurer partners fail to properly fulfill their obligations as insurers under the insurancepolicies sold on
240、our platform,insurance policyholders may lose faith in our platform.If our insurer partners orthe reinsurance companies they partner with become insolvent,our insurance policyholders may not be able torealize the protection expected from the insurance policies,which could negatively affect our reput
241、ation andresults of operations.Moreover,we are exposed to concentration risk with our major customers and suppliers.In 2022,2023 andthe nine months ended September 30,2024,revenue generated from our top five customers accounted for 75.4%,71.7%and 66.3%of our total revenue,respectively,and purchases
242、from out top five suppliers accounted for41.9%,36.1%and 69.5%of our total purchases in the same periods,respectively.If we cannot maintaincollaborative relationship with these customers and suppliers,or we cannot find alternative customers orsuppliers with comparable level of collaboration,our busin
243、ess,financial condition and results of operations maybe adversely affected.Our introduction and use of AI may not be successful and may present business,compliance,andreputational challenges which could lead to operational or reputational damage,competitive harm,legaland regulatory risk,and addition
244、al costs,any of which could materially and adversely affect our business,financial condition,and results of operations.We have incorporated,and expect to continue to incorporate,AI and big data capabilities to deliver ourservices for our daily operation,and this incorporation of AI in our business a
245、nd operations may become moresignificant over time.As with most emerging technologies,AI comes with its own set of risks and challenges that could affect itsadoption and our business.AI algorithms may be flawed,and the data used could be incomplete or biased.Inappropriate or controversial data pract
246、ices,by us or by others,could impair our AI powered services.As aresult,our AI-generated health-related contents may contain contents that are misleading to our users.If wecannot timely detect or correct such mistakes,our reputation may be harmed,and our business,financialcondition and results of op
247、erations may be adversely affected.Should our AI-based service offerings becomecontroversial due to their effects on human rights,privacy,employment,or other social matters,we riskreputational harm or legal repercussions.While the generative AI technology has the potential to streamlinecontent creat
248、ion processes and reduce costs,there may be significant upfront investments required for businessesto integrate generative AI into our service offerings.Additionally,there are uncertainties around the ownership and intellectual property protection of AIgenerated content(“AIGC”).If we are unable to o
249、btain any needed authorization or licenses for using AIGCtools,whether due to failure to identify the rights holder or any other reason,we might infringe on othersrightsand encounter claims.Such third-party infringement claims might lead to monetary claims,increasing licensingor usage fees or less c
250、ontent for our users.21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORSThe regulatory and legal framework on generative AI is constantly evolving.On November
251、 25,2022,theCybersecurity Administration of the PRC(“CAC”),the Ministry of Industry and Information Technology of thePRC(“MIIT”)and the Ministry of Public Security jointly issued the Administrative Provisions on DeepSynthesis of Internet Information Services,which became effective on January 10,2023
252、.According to theseprovisions,no organization or individual may use deep synthesis services to produce,reproduce,release ordisseminate information prohibited by laws and administrative regulations,or to engage in activities prohibitedby laws and administrative regulations that endanger national secu
253、rity and interests,damage the national image,infringe upon social public interests,disrupt the economic and social order or undermine the legitimate rights andinterests of others.Additionally,the providers of deep synthesis services shall,among other things,establish andmaintain management systems f
254、or algorithmic mechanism review,data security and personal informationprotection.On July 10,2023,the CAC,the National Development and Reform Commission(“NDRC”),theMinistry of Education,the Ministry of Science and Technology,the MIIT,the Ministry of Public Security andthe State Administration of Radi
255、o and Television jointly published the Provisional Administrative Measures forGenerative Artificial Intelligence Services,which took effect on August 15,2023.These measures provide,among others,that any providers of generative AI products with public opinion attributes or social mobilizationcapabili
256、ties shall conduct security assessment in accordance with relevant regulations,and complete the filingprocedures in accordance with the Administrative Provisions on Internet Information Service AlgorithmRecommendation.See“RegulationsRegulations on Artificial Intelligence Technologies”for details.How
257、ever,since these laws and regulations are still relatively new and their interpretation and implementation are stillsubject to changes,there remain uncertainties whether we are required to complete such security assessment andfiling for large language models,and if so,we cannot assure you whether we
258、 will be able to comply with therequirements of such laws and regulations or complete additional registrations and filings in a timely manner orat all.If we are unable to complete all necessary filings and/or assessments,or to comply with applicable lawsand regulations,or if we have any dispute with
259、 any third party relating to intellectual property or data security,our reputation,business operation and financial condition may be materially and adversely affected.We may be held liable for information displayed on,retrieved from or linked to our platform,which mayadversely affect our business an
260、d results of operations.Under our market education services,we execute public education initiatives sponsored by variouspharmaceutical and healthcare companies and institutions to enhance the general publics healthcare literacy.China has enacted laws and regulations governing internet access and the
261、 distribution of products,services,news,advertisements,information,audio-video programs and other information through the internet.Under PRC laws,we are required to monitor contents,including contents posted or distributed by our users or available on ourplatform,for items deemed to be factually inc
262、orrect or defamatory,and promptly take appropriate actions withrespect to such items.Sometimes,it is not apparent as to whether a piece of information is factually incorrect orinvolved other types of illegality,and it may be difficult to determine the type of content that may expose us toliabilities
263、.Even though we implement measures to review medical knowledge information and sponsoredinformation in light of the relevant laws and regulations as well as our internal guidelines before they arepublished on our platform,such measures may not be effective,and we may still face potential legal liabi
264、lities inrelation to the academic medical contents on our platform,regardless of whether such contents are developed incollaboration with or sponsored by pharmaceutical and healthcare companies and institutions,authorizedreproductions obtained from third parties or prepared by our own content produc
265、tion team.Our burden toadminister the content may be exacerbated as we gradually introduce more features and functions to ourplatform.If we are found to be liable,we may be subject to fines,have our relevant business operation licensesrevoked,or be prevented from operating our websites or mobile int
266、erfaces in the PRC.Besides,the PRC government extensively regulates the internet industry,and these internet-related laws andregulations are relatively new and evolving,and their interpretation and enforcement are subject to changes.As aresult,in certain circumstances it may be difficult to determin
267、e what actions or omissions may be deemed to be inviolation of applicable laws and regulations.Furthermore,our reputation may be harmed and we may be subject to claims brought against us as a resultof the information we provide.Healthcare professionals and patients access information through content
268、spublished on our platform.If such information contains inaccuracies or any use or misuse of such information byhealthcare professionals or patients results in any personal injury or death,we may be subject to claims broughtagainst us by users for any damages caused by such inaccuracies or such use
269、or misuse of the information on ourplatform.We could be required to spend significant amounts of time and money to defend ourselves against any 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON TH
270、E COVER OF THIS DOCUMENT.RISK FACTORSsuch claims.We have editorial procedures in place to provide quality control of the information that we publishor provide.However,we cannot assure you that our editorial and other quality control procedures will besufficient to ensure that there are no errors or
271、omissions in particular information.In addition,our business isbased on establishing the reputation of our services as trustworthy and reliable sources of healthcare education.Allegations of impropriety or inaccuracy,even if unfounded,could therefore harm our reputation and business.If we are unable
272、 to maintain the relevance and credibility of our market education information,ourbusiness and results of operations could suffer.Our business is in part dependent on our ability to make available current,relevant and reliable health-related information that meets our users needs.Our ability to do s
273、o depends on our ability to hire and retainqualified editors,license accurate and relevant information from third parties and monitor and respond to changesin user interest.We cannot assure you that we will be able to continue to develop or acquire needed informationat a reasonable cost,that there w
274、ill not be errors or omissions in our developed or licensed information,or thatour competitors will not obtain exclusive access to or develop information that users consider superior to ours.Further,the credibility of our health-related information is dependent in large part on our users continuedpe
275、rception of us as independent from other healthcare industry participants.If our users believe that we are tooclosely associated with such industry participants,the credibility of our health-related information will diminish.Although we take precautions to remain independent from other healthcare in
276、dustry participants,includingclearly labeling the source and responsibility of sponsored information,programs and activities andimplementing information standards to screen biased information,we cannot assure you that our users will viewour information as sufficiently unbiased.If any of these risks
277、materialize for any reason,the value of theinformation and services that we offer would diminish.As a result,we may be unable to attract new users andretain existing users and our results of operations and financial condition may be negatively affected.Our limited operating history,changing service
278、mix and evolving business model make it difficult toevaluate our business and prospects,and our historical growth rate may not be indicative of our futureperformance.Our service offerings and business model have been constantly evolving.We began to offer customersvarious healthcare-related services
279、under Qingsong Healthcare in 2016 to provide them with convenient avenueto elevate their well-being and medical care.In particular,in late 2023,we introduced and put strategic focus onour market education services and medical research assistance services.Our historical growth rate may not beindicati
280、ve of our future performance,and our limited operating history,changing service mix and evolvingbusiness portfolio make it difficult to draw an exact period-over-period comparison on our business,financialcondition and results of operations as a whole.The historical revenue contribution from each of
281、 our businesslines may not be indicative of their future performance,and these business lines have had,and may continue tohave,different profit margin profiles.Our relatively short operating history,constantly evolving service offerings and the emerging and dynamiccharacteristics of the industries i
282、n which we operate,make it difficult to assess our prospects or forecast ourfuture results.In addition,as our business develops and in response to competition and changes in the industrylandscape,regulatory environment and macroeconomic conditions,we may continue to introduce new servicesand product
283、s,improve our existing services and products or discontinue any existing ones for strategic purposes,or optimize our current business model.Any of such modifications or changes may have a material adverse effecton our business,financial condition,results of operations and prospects,as we cannot assu
284、re you that we may beable to achieve the expected results for any such changes.These risks and challenges include our ability to,among other things:accurately forecast our revenue and plan our operating expenses;expand our user base and increase purchase conversion of our users;provide diversified a
285、nd distinguishable services and products and achieve market acceptance;increase our market share in existing industries and expand into new industries;navigate an evolving regulatory environment;and 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE RE
286、AD IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORSanticipate and adapt to evolving market conditions,including technology developments and changes inthe competitive landscape.If we fail to address any or all of these risks and challenges,our business,financi
287、al condition,results ofoperations and prospects may be materially and adversely affected.If we fail to source,design and develop insurance products catering to the evolving needs of insurancepolicyholders,we may not be able to retain existing insurance policyholders or attract new insurancepurchaser
288、s to our platform.We have derived,and expect to continue to derive in the near future,a substantial portion of our revenuefrom our Qingsong Insurance services.The future growth of our Qingsong Insurance services depends on ourability to continue to attract new insurer partners and generate more reve
289、nue from existing insurer partners.Wemust stay abreast of emerging customer preferences and product trends that will appeal to existing andprospective insurer partners.Our platform pushes and cross-promotes personalized recommendations ofinsurance products to prospective insurance purchasers especia
290、lly existing users that have already accessedcertain other aspects of our business,such as Qingsong Healthcare,and we offer them a comprehensive suite ofservices to ensure a smooth and efficient insurance experience.Leveraging our market insights and big dataanalytical capabilities,we also develop i
291、nsurance products in collaboration with our insurer partners to meet theevolving needs of insurance purchasers,particularly with a view to alleviate their financial burdens to care forcritical illnesses.However,we cannot assure you that the insurance products that we design and develop togetherwith
292、our insurer partners will cater to the needs of existing or prospective insurance purchasers or remainmarketable for as long as we expect.If potential insurance purchasers cannot find their desired products on ourplatform at attractive prices and terms,or find their experience with us dissatisfactor
293、y,they may lose trust in usand turn to other platforms for their insurance needs,which in turn may materially and adversely affect ourbusiness,financial condition and results of operations.We are dependent on our customers spending on and demand for our medical research assistanceservices.A reductio
294、n in customer spending or demand and failure to provide high quality services tocustomers could have a material adverse effect on our business.The success of our medical research assistance services depends primarily on the number and size of servicecontracts with our customers,primarily pharmaceuti
295、cal companies.We have benefited from an increased demandfor our services as a result of the continued customer demand for research assistances for their drug development.A slowing or reversal of any of these trends could have a material adverse effect on the demand for our services.In addition to th
296、e foregoing industry trends,our customerswillingness and ability to utilize our services arealso subject to,among other things,their own financial performance,changes in their available resources,accessto capital,their decisions to acquire in-house research capacity,their spending priorities,their b
297、udgetary policiesand practices,and their need to develop new products,which,in turn,are dependent upon a number of factors,including their competitorsresearch,development and product initiatives and the anticipated market uptake,andclinical and reimbursement scenarios for specific products and thera
298、peutic areas.We may experience reductionin spending by customers due to the lack of sufficient funding.In addition,consolidation in the industries inwhich our customers operate may also impact such spending as customers integrate acquired operations,including R&D departments.Any reduction in custome
299、r spending on medical research assistance services as aresult of these and other factors could have a material adverse effect on our business,results of operations andfinancial condition.The medical research assistance services we offer are highly customized,exacting and complex.Failure todeliver ou
300、r medical research assistance services,including the patient enrollment services,to the satisfaction ofour customers may lead to increased costs,lost revenue,other customer claims,damage to and possiblytermination of existing customer relationships,and time and expense spent investigating the cause,
301、which mayimpair our reputation and result in decline in customer demands for our services.Changes in the industries that we operate in could negatively affect our business.A substantial portion of our revenue is derived from our Qingsong Healthcare and Qingsong Insuranceservices and could be reduced
302、 by changes affecting the healthcare and insurance industries in general,especially 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORSreductions of expenditu
303、res by our individual and enterprise customers,which could result from,among otherthings:government regulation or private initiatives that affect the manner in which healthcare providersinteract with patients,pharmaceutical companies and medical institutions,or other healthcare industryparticipants,
304、including changes in pricing or means of delivery of healthcare products and services;reductions in governmental funding for healthcare;the decrease in acceptance of the internet as an effective platform for disseminating healthcare andinsurance products.reductions by pharmaceutical companies on pha
305、rmaceutical R&D services;the decrease in per capita disposable income;andadverse changes in business or economic conditions affecting healthcare and insurance serviceindustries.Our business will be harmed if business or economic conditions or government regulations result in thereduction of purchase
306、s by our individual and enterprise customers,the non-renewal of our service arrangementswith such customers,or the need to materially revise our offerings.Even if general expenditures by individualand enterprise customers remain the same or increase,developments in the healthcare and insurance servi
307、ceindustries may result in reduced spending in some or all of the specific segments of the market we serve or areplanning to serve.For example,purchase of our services could be affected by a decrease in the number ofhealthcare products and services coming to market and changes in coverage of health
308、insurance plans.In addition,customer expectations regarding pending or potential industry developments may also affecttheir budgeting processes and spending plans with respect to the services we provide.The healthcare andinsurance service industries have changed significantly in recent years and we
309、expect that significant changeswill continue to occur.However,the timing and impact of developments in the healthcare and insurance serviceindustries are difficult to predict.We cannot assure you that the markets for our solutions will continue to exist atcurrent levels or that we will have adequate
310、 technical,financial and marketing resources to react to changes inthose markets.Our insurance policyholders may decide to purchase insurance directly from insurance companies,whichwould have a material adverse impact on our business,financial condition,results of operations andprospects.The advance
311、ment of financial technologies and the emergence of internet insurance products have ledinsurance companies to increasingly exploring different approaches to reduce their reliance on intermediaries anddirectly engage with insurance purchasers.By leveraging digital platforms and online sales channels
312、,insurancecompanies can directly access a broader insurance purchaser base at a low cost,thereby expanding their marketreach and enhancing their ability to attract and acquire insurance policyholders.The convenience andtransparency offered by these technologies may attract more insurance purchasers
313、to consider purchasinginsurance directly from insurance companies.A rising number of traditional insurance companies haveestablished their own online platforms to sell internet insurance products directly to insurance purchasers.Theprocess of eliminating agencies as intermediaries could diminish our
314、 role as intermediaries and reduce the needfor our products and services,which could place us at a competitive disadvantage.Disintermediation could alsoresult in significant decrease in business volume and loss of revenue from our Qingsong Insurance services,which could have a material adverse effec
315、t on our business,financial condition,results of operations andprospects.We may fail to protect the confidential information of our users and other third parties or preventimproper use or disclosure of such data,which could subject us to liabilities imposed by data privacy andprotection laws and reg
316、ulations,negatively impact our reputation,and deter our customers from using ourplatform.Our platform generates and processes certain personal and other sensitive data provided by our users,andwe encrypt and desensitize certain personal information provided by users or third-party data providers bef
317、ore 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATIONMUST BE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RISK FACTORStransmitting such information to insurer partners or healthcare service providers with user consent.The
318、re arenumerous laws regarding privacy and the storing,sharing,use,disclosure and protection of personallyidentifiable information and data.Specifically,personally identifiable and other confidential information isincreasingly subject to legislation and regulations in China and numerous foreign juris
319、dictions.The PRCgovernment authorities have enacted a series of laws and regulations relating to the protection of privacy andpersonal information,under which internet service providers and other network operators are required to clearlyindicate the purposes,methods and scope of any information coll
320、ection and usage,to obtain appropriate userconsent and to establish user information protection systems with appropriate remedial measures.However,thisregulatory framework for privacy issues in China and worldwide is currently evolving and is subject to changesfor the foreseeable future.See“Our busi
321、ness involves collection,storage,processing and transmission of alarge amount of data and may be subject to complex and evolving regulations and oversight related tocybersecurity,information security,privacy and data security.If we fail to comply with the relevant laws andregulations,our business,re
322、sults of operations and financial condition may be adversely affected.”We have also adopted strict data privacy protection policy and deployed data protection system andtechnical measures to prevent any improper use or disclosure of confidential information.However,we cannotassure you that our exist
323、ing privacy and personal protection system and technical measures will be consideredsufficient under applicable laws and regulations,and we cannot assure you that any non-compliance incidentrelating to data privacy and protection laws can always be identified and rectified in time or at all,and if w
324、ecannot identify and rectify such non-compliance in time,our business,financial condition and results ofoperation may be adversely affected.We could also be adversely affected if regulatory regime in China isexpanded to require changes in business practices or privacy policies,or if the PRC governme
325、ntal authoritiesinterpret or implement their legislation or regulations in ways that negatively affect our business operations.Inaddition to laws,regulations and other applicable rules regarding privacy and privacy advocacy,industry groupsor other private parties may propose new and different privac
326、y standards.Because the interpretation andapplication of privacy and data protection laws and privacy standards are subject to changes,it is possible thatthese laws or privacy standards may be interpreted and applied in a manner that is inconsistent with our practices.Any inability to adequately add
327、ress privacy concerns,even if unfounded,or to comply with applicable privacy ordata protection laws,regulations and privacy standards,could result in additional cost and liability for us,damage our reputation,inhibit the use of our platform and harm our business.Because the insurance brokerage incom
328、e we earn on the sale of insurance products is based on premiumsand commission fee rates agreed upon between us and our insurer partners,any decrease in thesepremiums or commission fee rates may have an adverse effect on our business,financial condition andresults of operations.We have derived,and e
329、xpect to continue to derive in the near future,a majority of our revenue frominsurance brokerage commission fees paid by the insurer partners for insurance products sold through our onlineplatform.The commission fee rates are set by insurer partners or negotiated between insurer partners and us,anda
330、re based on the type of the insurance,the specific product,the sales channel of each order and our relationshipwith each insurer partner.Commission fee rates and premiums can change based on the prevailing economic,regulatory,taxation and competitive factors that affect our insurer partners.These fa
331、ctors,which are beyond ourcontrol,include the capacity of insurer partners to place new business,the profits of insurer partners,the marketdemand for insurance products,the availability of comparable products from other insurance companies at lowercosts,and the availability of alternative insurance
332、products,such as government benefits and self-insuranceplans.In addition,the premium rates for certain insurance products are tightly regulated by the NFRA.Becausewe do not determine,and cannot predict,the timing or extent of premium or commission fee rate changes,wecannot predict the effect any of
333、these changes may have on our business operations.Any decrease in premiums orcommission fee rates could materially and adversely affect our profitability.We face various forms of competition,and if we fail to compete effectively,we may lose market shares andour business,results of operations and prospects may be materially and adversely affected.We face various forms of competition in each aspect
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