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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take noresponsibility for the contents of this Application Proof,make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from or inrelianc
2、e upon the whole or any part of the contents of this Application Proof.Application Proof ofUSAS Building System(Shanghai)Co.,Ltd.美 聯 鋼 結 構 建 築 系 統（上 海）股 份 有 限 公 司(the Company)(a joint stock company incorporated in the Peoples Republic of China with limited liability)WARNINGThe publication of this Ap
3、plication Proof is required by The Stock Exchange of Hong Kong Limited(theStock Exchange)and the Securities and Futures Commission(the Commission)solely for the purposeof providing information to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incom
4、plete and is subject tochange which can be material.By viewing this document,you acknowledge,accept and agree with theCompany,its sole sponsor,overall coordinator,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Compan
5、y to the public inHong Kong and not for any other purposes.No investment decision should be based on theinformation contained in 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 th
6、e Company,its sole sponsor,overallcoordinator,advisers or members of the underwriting syndicate to proceed with an offering in HongKong or any other jurisdiction.There is no assurance that the Company will proceed with theoffering;(c)the contents of this document or any supplemental,revised or repla
7、cement pages may or may not bereplicated in full or in part in the actual final listing document;(d)the Application Proof is not the final listing document and may be updated or revised by theCompany from time to time in accordance with the Rules Governing the Listing of Securities on TheStock Excha
8、nge of Hong Kong Limited;(e)this document does not constitute a prospectus,offering circular,notice,circular,brochure oradvertisement offering to sell any securities to the public in any jurisdiction,nor is it an invitation tothe public to make offers to subscribe for or purchase any securities,nor
9、is it calculated to inviteoffers 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 no such inducement is intended;(g)neither the Company nor any of its affiliates,advisers or underwriters i
10、s offering,or is solicitingoffers to buy,any securities in any jurisdiction through the publication of this document;(h)no application for the securities mentioned in this document should be made by any person norwould such application be accepted;(i)the Company has not and will not register the sec
11、urities referred to in this document under theUnited States Securities Act of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the publication of this document or dissemination of anyinformation contained in this document,you agree to inform
12、yourself about and observe any suchrestrictions applicable to you;and(k)the application to which this document relates has not been approved for listing and the StockExchange and the Commission may accept,return or reject the application for the subject publicoffering and/or listing.No offer or invi
13、tation will be made to the public in Hong Kong until after a prospectus of the Company hasbeen registered with the Registrar of Companies in Hong Kong in accordance with the Companies(WindingUp and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).If an offer or aninvitation is
14、 made to the public in Hong Kong in due course,prospective investors are reminded to make theirinvestment decisions solely based on the Companys prospectus registered with the Registrar of Companies inHong Kong,copies of which will be made available to the public during the offer period.IMPORTANT:If
15、 you are in any doubt about any of the contents of this document,you should obtain independent professional advice.USAS Building System(Shanghai)Co.,Ltd.美 聯 鋼 結 構 建 築 系 統（上 海）股 份 有 限 公 司(A joint stock company incorporated in the Peoples Republic of China with limited liability)REDACTEDNumber of REDA
16、CTED under the REDACTED:REDACTED H Shares(subject to theREDACTED)Number of REDACTED:REDACTED H Shares(subject to REDACTED)Number of REDACTED:REDACTED H Shares(subject to REDACTEDand the REDACTED)Maximum REDACTED:REDACTED per H Share,plus brokerage of 1.0%,SFC transaction levy of 0.0027%,Stock Exchan
17、getrading fee of 0.00565%and AFRC transaction levyof 0.00015%(payable in full REDACTED inHong Kong dollars and subject to refund)Nominal value:RMB1.00 per H ShareREDACTED:Sole Sponsor,REDACTED and REDACTEDREDACTED and REDACTEDHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong L
18、imited and Hong Kong Securities Clearing Company Limited take no responsibilityfor the contents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoeverarising from or in reliance upon the whole or any part of t
19、he contents of this document.A copy of this document,having attached thereto the documents specified in Appendix VII Documents Delivered to the Registrar of Companies and Available onDisplay,has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies(W
20、inding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take noresponsibility for the contents of this document or any other document referred to above.The REDACTED is expecte
21、d to be fixed by agreement between the REDACTED,acting in such capacity and as the REDACTED,and our Company on or beforeREDACTED or such later time as may be agreed between the parties,but in any event,no later than REDACTED.If,for any reason,the REDACTED,acting insuch capacity and as the REDACTED,a
22、nd our Company are unable to reach an agreement on the REDACTED by REDACTED,the REDACTED will notbecome unconditional and will lapse immediately.The REDACTED will be not more than REDACTED per REDACTED and is expected to be not less thanREDACTED per REDACTED although the REDACTED,acting in such capa
23、city and as REDACTED,and our Company may agree to a lower REDACTED.Applicants for REDACTED are required to pay,REDACTED,the maximum REDACTED of REDACTED for each REDACTED together with a brokerage feeof 1.0%,a SFC transaction levy of 0.0027%,Stock Exchange trading fee of 0.00565%and AFRC transaction
24、 levy of 0.00015%,subject to refund if the REDACTEDas finally determined is less than REDACTED.The REDACTED,acting in such capacity and as the REDACTED,may,with the consent of our Company,reduce the number of REDACTED and/or theindicative REDACTED below that stated in this document(being REDACTED pe
25、r REDACTED to REDACTED per REDACTED)at any time on or prior tothe morning of the last date for REDACTED under the REDACTED.In such a case,notices of the reduction in the number of REDACTED and/or the indicativeREDACTED will be published on the websites of the Stock Exchange at www.hkexnews.hk and ou
26、r Company at as soon as practicable following thedecision to make such reduction,but in any event not later than the morning of the day which is the last day for REDACTED under the REDACTED.For furtherinformation,please refer to the sections headed Structure of the REDACTED and How to Apply for the
27、REDACTED in this document.We are incorporated and a substantial majority of our business and assets are located in the PRC.REDACTED should be aware of the differences in the legal,economic and financial systems between the PRC and Hong Kong,and the fact that there are different risk factors relating
28、 to investment in PRC-incorporatedcompanies.REDACTED should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should takeinto consideration the different market nature of the H Shares.Such differences and risk factors are set out in th
29、e sections headed Risk Factors and RegulatoryOverview in this document and in Appendix III,Appendix IV and Appendix V to this document.Pursuant to the termination provisions contained in the REDACTED in respect of the REDACTED,the Sole Sponsor and the REDACTED,acting in such capacityand as the REDAC
30、TED,has the right in certain circumstances,in its absolute discretion,to terminate the obligations of the REDACTED pursuant to theREDACTED at any time prior to 8:00 a.m.on the REDACTED.Further details of the terms of the termination provisions are set out in the paragraph headedREDACTED REDACTED and
31、 Expenses REDACTED Grounds for Termination in this document.It is important that you refer to that section forfurther details.The REDACTED have not been and will not be registered under the U.S.Securities Act or any state securities laws in the United States,and may not beREDACTED,sold,pledged or tr
32、ansferred within the United States,except pursuant to an exemption from,or in a transaction not subject to,the registrationrequirements of the REDACTED and in accordance with any applicable U.S.state securities laws.The REDACTED may only be REDACTED and sold outside theUnited States in offshore tran
33、sactions in reliance on REDACTED.REDACTEDREDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANT i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT T
34、O CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANT ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.
35、REDACTEDEXPECTED TIMETABLE(1)iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND
36、THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.RED
37、ACTEDEXPECTED TIMETABLE(1)vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.IMPORTANT NOTICE TO REDACTEDThis document is issued by our Company solely in connection with the REDACTE
38、Dand the REDACTED and does not constitute an REDACTED or a solicitation of anREDACTED for or buy any security other than the REDACTED.This document maynot be used for the purpose of,and does not constitute,an REDACTED or a solicitationof an REDACTED for or REDACTED any REDACTED in any other jurisdic
39、tion orin any other circumstances.No action has been taken to permit a REDACTED of theREDACTED or the distribution of this document in any jurisdiction other than HongKong.The distribution of this document and the REDACTED and sale of theREDACTED in other jurisdictions are subject to restrictions an
40、d may not be madeexcept as permitted under the applicable securities laws of such jurisdictions pursuant toregistration with or authorization by the relevant securities regulatory authorities or anexemption therefrom.You should rely only on the information contained in this document to make yourREDA
41、CTED.We have not authorized anyone to provide you with information that isdifferent from what is contained in this document.Any information or representation notincluded in this document must not be relied on by you as having been authorized by us,theSoleSponsor,theREDACTED,theREDACTED,theREDACTED,t
42、heREDACTED,the REDACTED,any of our or their respective directors,officers,employees,agents or representatives of any of them,or any other person or party involved inthe REDACTED.Information contained on our website,located at ,doesnot form part of this document.PageEXPECTED TIMETABLE.iiiCONTENTS.vii
43、SUMMARY.1DEFINITIONS.11GLOSSARY OF TECHNICAL TERMS.23FORWARD-LOOKING STATEMENTS.25RISK FACTORS.27WAIVERS FROM STRICT COMPLIANCE WITH THE HONG KONGLISTING RULES.54INFORMATION ABOUT THIS DOCUMENT AND THE REDACTED.58DIRECTORS AND PARTIES INVOLVED IN THE REDACTED.63CONTENTS vii THIS DOCUMENT IS IN DRAFT
44、 FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.PageCORPORATE INFORMATION.67INDUSTRY OVERVIEW.69REGULATORY OVERVIEW.86HISTORY AND DEVELOPMENT.116BUSINESS.142RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS.22
45、4CONNECTED TRANSACTIONS.228DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENT.235SHARE CAPITAL.255SUBSTANTIAL SHAREHOLDERS.258FINANCIAL INFORMATION.260FUTURE PLANS AND REDACTED.311REDACTED.318STRUCTURE OF THE REDACTED.331HOW TO APPLY FOR THE REDACTED.342APPENDIX IACCOUNTANTS REPORT.I-1APPENDIX IIREDACTED F
46、INANCIALINFORMATION.II-1APPENDIX III TAXATION AND FOREIGN EXCHANGE.III-1APPENDIX IVSUMMARY OF PRINCIPAL LEGAL ANDREGULATORY REGULATIONS.IV-1APPENDIX VSUMMARY OF ARTICLES OF ASSOCIATION.V-1APPENDIX VISTATUTORY AND GENERAL INFORMATION.VI-1APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAROF COMPANIES A
47、ND AVAILABLE ON DISPLAY.VII-1CONTENTS viii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.This summary aims to give you an overview of the information contained in thisdocument.As
48、this is a summary,it does not contain all the information that may beimportant to you.You should read the entire document before you decide to REDACTEDin the REDACTED.There are risks associated with any REDACTED.Some of theparticular risks in REDACTED in the Shares are set out in the section headed
49、Riskfactors in this document.You should read that section carefully before you decide toREDACTED in the Shares.Various expressions used in this section are defined orexplained in Definitions and Glossary of Technical Terms in this document.OVERVIEWWe are a technology-driven enterprise specializing i
50、n Pre-engineered Metal Building(PEMB)solutions(預製金屬建築解決方案).We provide high-quality products and safe,efficient,turnkey solutions for construction projects across various industries.Since ourestablishment in 1999,we have earned numerous certifications and accolades from leadingdomestic and internatio
51、nal authorities.By leveraging our innovative technology and strongmanagerial expertise,we have built a reputation as a trusted leader in Chinas industrialsector of the prefabricated steel structure building(PS building)(預製鋼結構建築)market.According to the F&S Report,we ranked third in Chinas industrial
52、sector of thePS building market in terms of revenue in 2023,representing a 4.4%market share.According to the F&S Report,the PS building market involves the design,production,and installation of steel-based construction components,offering superior efficiency,strength,and adaptability across industri
53、al,commercial,and residential applications.In theindustrial sector,PS buildings are especially valued for their ability to accommodate largespans,enable rapid assembly and installation and provide scalability,making them anoptimal choice for modern industrial construction.As a prominent player in th
54、is market,weare recognized for delivering integrated PEMB solutions tailored to diverse projectrequirements and our brand of USAS is widely recognized and highly regarded within theindustry and market.Our Business CategoriesOurbusinessisorganizedintothreebusinesscategories,definedbyrevenuerecognitio
55、n models and operational characteristics:(i)PEMB solutions,(ii)generalcontracting services,and(iii)industrial environmental equipment.These interconnectedbusiness categories create synergies that fuel the sustained growth of our Group.Thefollowing table sets forth a breakdown of our revenue by busin
56、ess category for the periodsindicated:For the year ended December 31,For the nine months ended September 30,2022202320232024Revenue%ofRevenueGrossProfitMarginRevenue%ofRevenueGrossProfitMarginRevenue%ofRevenueGrossProfitMarginRevenue%ofRevenueGrossProfitMarginRMB000%RMB000%RMB000%RMB000%(unaudited)P
57、EMB solutions1,770,67293.113.61,293,88389.015.51,058,13591.714.5736,75083.315.5General contracting services100,3495.31.489,9146.28.361,6405.38.380,6309.110.2Industrial environmentalequipment31,8211.61.369,3814.89.534,9843.09.867,6137.613.1Total1,902,842100.012.71,453,178100.014.81,154,759100.014.088
58、4,993100.014.9SUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.PEMB solutionsPEMB solutions are the cornerstone of our business,specializing in PS buildingsubcontracting.Th
59、isbusinesscategoryintegratesdesign,manufacturing,on-siteinstallation,and quality assurance to deliver comprehensive solutions tailored to diverseindustrialprojectrequirements.OurrevenuefromPEMBsolutionsdecreasedtoRMB1,293.9 million for the year ended December 31,2023 from RMB1,770.7 million forthe y
60、ear ended December 31,2022,primarily attributable to the completion of substantialconstruction work for certain large projects in 2022.Our revenue from PEMB solutionsdecreased to RMB736.8 million for the nine months ended September 30,2024 fromRMB1,058.1 million for the nine months ended September 3
61、0,2023.The decrease wasprimarily due to the impact of the different construction schedules of our PEMB solutionproject pipelines during the different periods.Our gross profit margin for PEMB solutionsduring the Track Record Period remained relatively stable at 13.6%,15.5%,14.5%,and15.5%for the years
62、 ended December 31,2022,2023 and the nine months ended September30,2023 and 2024,respectively.General contracting servicesIn addition to our core PEMB solutions,we have expanded into general contractingservices.As a general contractor,we oversee the entire project lifecycle,including projectimplemen
63、tation,quality control,scheduling,safety,and budget management.Our revenuefrom general contracting services decreased to RMB89.9 million for the year endedDecember 31,2023 from RMB100.3 million for the year ended December 31,2022,primarily due to the completion timing of one project,given that the t
64、otal number ofprojects in this business category is in the single digits.Our revenue from generalcontracting services increased to RMB80.6 million for the nine months ended September 30,2024 from RMB61.6 million for the nine months ended September 30,2023,primarilydriven by an increase in the projec
65、t volume for the nine months ended September 30,2024.Our gross profit margin for general contracting services increased sharply to 8.3%for theyear ended December 31,2023 from 1.4%for the year ended December 31,2022.Theprimary reason for the low gross profit margin for the year ended December 31,2022
66、 wasthat we started to generate revenue from our general contracting services business categoryin 2022.As a new market player,our strategic focus was to engage clients and fosterbusiness development.Our gross profit margin further increased to 10.2%for the ninemonths ended September 30,2024 from 8.3
67、%for the nine months ended September 30,2023,as we had two renovation projects in 2024,both of which had relatively high grossprofit margin.Industrial environmental equipmentOur industrial environmental equipment business category was established to addressthe rising demand for specialized solutions
68、 in industrial manufacturing environments.During the Track Record Period,revenue from sale of industrial environmental equipmentwas predominately derived from overseas orders.Our revenue increased from RMB31.8million for the year ended December 31,2022 to RMB69.4 million for the year endedDecember 3
69、1,2023,and further increased from RMB35.0 million for the nine months endedSeptember 30,2023 to RMB67.6 million for the nine months ended September 30,2024.Theincrease of revenue was primarily driven by the increase of overseas orders,reflectinggrowing demand for industrial environmental equipment o
70、verseas.Our gross profit marginfor industrial environmental equipment increased from 1.3%for the year ended December31,2022 to 9.5%for the year ended December 31,2023 mainly due to the travel restrictionsfor the pandemic in 2022,resulting in the inflation of our shipping costs.Our gross profitmargin
71、 for industrial environmental equipment increased to 13.1%for the nine monthsended September 30,2024 from 9.8%for the nine months ended September 30,2023,as weengaged a high-quality Australian customer for this business category,who awarded us ahigh-margin order.SUMMARY 2 THIS DOCUMENT IS IN DRAFT F
72、ORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Revenue by geographical locationThe following table sets forth a breakdown of our revenue by geographical market forthe periods indicated:For the year ended Dec
73、ember 31,For the nine months ended September 30,2022202320232024RMB000%RMB000%RMB000%RMB000%(unaudited)The PRC1,860,25197.81,335,52791.91,071,49492.8637,49672.0Southeast Asia2,4780.146,7093.231,0542.7172,72219.5Others40,1132.170,9424.952,2114.574,7758.5Total1,902,842100.01,453,178100.01,154,759100.0
74、884,993100.0COMPETITIVE LANDSCAPEThe competitive landscape of Chinas industrial sector of the PS building market isrepresented by a relatively concentrated structure,with the top three players capturing asignificant portion of the market share.Among them,we are one of the leading players inthe field
75、,representing a 4.4%market share in 2023,showcasing our strong presence in theindustry.STRENGTHSWe believe that the following strengths contribute to our success and differentiate usfromourcompetitors:(i)distinctivebusinessmodelandserviceadvantages;(ii)comprehensive professional certifications and q
76、ualification profile;(iii)exceptional designand research and development capabilities;(iv)robust production and product distributionmanagement capabilities;(v)advanced information management system empoweringefficient operations;and(vi)highly experience core team.For details,please refer toBusiness
77、Strengths in this document.STRATEGIESGuided by our green building vision,we plan to implement the following targetedstrategies to strengthen our market position and drive long-term growth,building on ourcommitment to innovation and sustainability:(i)strengthen core business competitivenessand achiev
78、e multidimensional growth;(ii)foster synergy across business categories to drivediversified growth;(iii)deepen overseas market expansion and strengthen global presence;and(iv)drive transformation with digitalization and intelligent technologies.OUR PRODUCTION AND EXPANSION PLANOur production capabil
79、ities are currently supported by our advanced productionfacilities located in(i)Shanghai,(ii)Suzhou,Jiangsu Province and(iii)Jiangmen,Guangdong Province.Our production facilities are equipped with advanced productionlines to support production of PEMB components as well as industrial environmentaleq
80、uipment to efficiently meet diverse needs of our business.For the years ended December31,2022,2023 and the nine months ended September 30,2024,the utilization rate for(i)ourPEMB components was 128.0%,88.1%and 85.0%,respectively;and(ii)our industrialenvironmental equipment was 50.9%,72.7%and 106.2%,r
81、espectively.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.To support expanded production capacity and better serve both domestic andinternational markets,we plan to expa
82、nd and upgrade our current production facilitiesas well as construct new production facilities overseas to support local projects in SoutheastAsia.For details,please refer to Business Our Production Production Facilities Expansion plans in this document.OUR CUSTOMERS AND SUPPLIERSOur customers span
83、a wide range of industries,including automotive,machinery,electronics,pharmaceuticals,chemicals,building materials,food and beverage,ande-commerce logistics.For the years ended December 31,2022,2023 and the nine monthsended September 30,2024,the revenue attributable to our top five customers amounte
84、d toapproximately 77.7%,64.6%and 53.5%of our total revenue,respectively,while therevenue attributable to our largest customer amounted to approximately 64.8%,43.1%and31.2%of our total revenue,respectively.For details,please refer to Business Customers Major Customers in this document.Oursuppliernetw
85、orkprimarilyconsistsofrawmaterialssuppliers,laborsubcontractors,and outsourced product providers,each crucialto supporting ouroperational and project-specific requirements.For the years ended December 31,2022,2023 and the nine months ended September 30,2024,the purchases from our top fivesuppliers a
86、mounted to 26.0%,25.6%and 31.5%of our total purchase amounts,respectively,while the purchases from our largest supplier amounted to 8.8%,8.1%and11.7%of our total purchase amounts,respectively.For details,please refer to Business Suppliers Major Suppliers in this document.RISK FACTORSWe believe that
87、there are certain risks involved in our operations.The more significantrisks relating to our business and industry include:(i)we may face challenges of limitedmarket acceptance and slow adoption of the PS buildings in Chinas industrial sector,whichcould materially affect our financial condition,oper
88、ational performance and growprospects;(ii)we operate in the highly competitive PS building market and failure tocompete effectively could harm our business,operating results,and financial condition;(iii)our financial condition and results are affected by global and local economic and politicalcondit
89、ions that are beyond our control;(iv)challenges in expanding production capacityand managing operating efficiency may adversely impact our profitability and growthprospects;and(v)fluctuations in the prices and availability of raw material,particularlysteel plate,may significantly affect our operatio
90、ns.For details,please refer to the sectionheaded Risk Factors in this document.SUMMARY KEY FINANCIAL INFORMATIONThis summary historical financial information set forth below have been derived from,and should be read in conjunction with,our consolidated financial information included inthe Accountant
91、s Report as set out in Appendix I to this document,including theaccompanying notes,and the information set forth in Financial Information of thisdocument.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING
92、 ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Profit or LossFor the year ended December 31,For the nine months ended September 30,2022202320232024RMB000%ofRevenueRMB000%ofRevenueRMB000%ofRevenueRMB000%ofRevenue(unaudited)Revenue1,902,8421,453,1781,154,759884,993Cost of sales(1
93、,660,241)87.3(1,238,528)85.2(992,694)86.0(753,378)85.1Gross profit242,60112.7214,65014.8162,06514.0131,61514.9Other income9,6690.510,2070.78,0680.77,7090.9Other gains and(losses)(451)0.03,7030.3(353)0.0(534)0.1Distribution and sellingexpenses(18,786)1.0(23,265)1.6(16,160)1.4(17,440)2.0Administrative
94、expenses(62,131)3.3(63,499)4.4(45,390)3.9(46,335)5.2Research anddevelopmentexpenses(40,268)2.1(28,757)2.0(23,270)2.0(13,324)1.5Provision/(reversal)ofimpairment losseson financial assets(12,095)0.6(20,343)1.4(10,043)0.94,1210.5Profit from operations118,5396.292,6966.474,9176.565,8127.4Finance costs(7
95、,061)0.4(10,203)0.7(8,171)0.7(6,760)0.8Profit before taxation111,4785.982,4935.766,7465.859,0526.7Income tax expenses(23,772)1.2(20,361)1.4(14,511)1.3(12,443)1.4Profit for the year/period87,7064.662,1324.352,2354.546,6095.3For the year ended December 31,2023,our revenue decreased to RMB1,453.2 milli
96、onfrom RMB1,902.8 million for the year ended December 31,2022,primarily attributed to thecompletion of substantial construction work for certain large PEMB solutions projects in2022.For the nine months ended September 30,2024,our revenue decreased to RMB885.0million from RMB1,154.8 million for the n
97、ine months ended September 30,2023.Thedecline was primarily due to the impact of the different construction schedules of ourPEMB solution project pipelines during the different periods,partially offset by growth intheindustrialenvironmentalequipmentandgeneralcontractingservicesbusinesscategories.SUM
98、MARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Financial PositionAs of December 31,As ofSeptember 30,As of January31,2022202320242025RM
99、B000RMB000RMB000RMB000(unaudited)Current assetsInventories95,50772,61691,997120,158Trade and bills receivables346,645451,650431,239315,575Income tax recoverable1,35312988712,695Prepayments,deposits and otherreceivables196,61780,765149,915301,359Contract assets310,974294,803293,745273,866Financial as
100、sets at fair valuethrough profit or loss1019,91529,266Amount due from a relatedcompany713Pledged bank deposits14,19621,61728,74627,690Restricted bank balance22,31422,31422,314Cash and cash equivalents50,08290,134112,365197,658Total current assets1,016,0971,053,9431,160,4741,271,315Current liabilitie
101、sTrade and bills payables371,431399,661376,533413,204Other payables and accruals86,27468,59146,75472,972Contract liabilities149,15642,89985,45676,871Lease liabilities2,8445,3955,5565,626Income tax payable19,9189,72811,344Amount due to related parties9712,4061,295Bank and other borrowings241,916273,6
102、39329,028330,549Total current liabilities872,510802,319855,966899,222Net current assets143,587251,624304,508372,093Our net current assets increased to RMB372.1 million as of January 31,2025 fromRMB304.5 million as of September 30,2024.The increase was primarily driven by anincrease in cash and cash
103、equivalents,primarily due to the consideration received from ourdisposal of USAS Tianjin.Our net current assets increased to RMB304.5 million as ofSeptember 30,2024 from RMB251.6 million as of December 31,2023.The increase wasprimarily driven by an increase in prepayment,deposits and other receivabl
104、es,mainlyreflecting increased prepayments for purchases and other tax recoverable as well as anincrease in cash and cash equivalents.The increase was partially offset by an increase ofcontract liabilities,primarily driven by increased advance payments received from ourcustomers as many of our projec
105、ts were at early construction stage.Our net current assetsincreased to RMB251.6 million as of December 31,2023 from RMB143.6 million as ofDecember 31,2022.The increase was primarily driven by an increase in trade and billsreceivables and a decrease in contract liabilities as certain projects reached
106、 billingmilestones.The increase was partially offset by a decrease in prepayments,deposits andother receivables primarily due to a temporary slowdown in procurement-related activities.SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCT
107、IONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Cash Flow StatementsFor the years endedDecember 31,For the nine months endedSeptember 30,2022202320232024RMB000RMB000RMB000RMB000(unaudited)Net cash(used in)/generatedfrom operating activities(37,846)19,79814,41613,
108、169Net cash used in investingactivities(1,660)(23,769)(2,535)(9,129)Net cash generated from/(usedin)financing activities66,11344,023(4,035)18,191Cash and cash equivalents atbeginning of the year/period23,47550,08250,08290,134Cash and cash equivalents at endof the year/period50,08290,13457,928112,365
109、Our liquidity and capital resources are critical to support our operations,growth,andfinancial stability.We primarily rely on cash generated from operating activities,supplemented by bank borrowings.These sources enable us to meet working capitalneeds,invest in new projects,and sustain our business
110、growth.As of September 30,2024,we had cash and cash equivalents of RMB112.4 million.For details,please refer toFinancial Information Liquidity and Capital Resources Cash Flows in thisdocument.Key Financial RatiosAs of December 31/For the yearended December 31,As of/For the ninemonths endedSeptember
111、30,202220232024Gross profit margin12.7%14.8%14.9%Net profit margin4.6%4.3%5.3%Return on equity(ROE)32.9%17.8%N/AReturn on total assets(ROA)8.4%5.2%N/ACurrent ratio1.161.311.36Gearing ratio81.3%68.4%73.4%Net debt to equity ratio64.6%45.9%48.4%For further details on the analysis of the fluctuation of
112、key financial ratios,please referto Financial Information Key Financial Ratios in this document.CONTROLLING SHAREHOLDERS AND PRE-REDACTED REDACTEDAs of the Latest Practicable Date,our Company was held as to approximately 70.9%by Broad Vision,which was in turn held as to 70%by Mr.Chen and 30%by Ms.Ch
113、en,theexecutive Directors of our Company.The Employee Shareholding Platforms,namely,Shanghai Xianglian and Shanghai Xinlianzhan,each a limited partnership establishedunder the laws of the PRC,respectively holds approximately 2.2%and 2.2%in ourCompany as of the Latest Practicable Date and are managed
114、 by Ms.Chen as the executivepartner.As of the Latest Practicable Date,Broad Vision,Shanghai Xianglian and ShanghaiXinlianzhan held approximately 75.3%of the issued share capital of our Company inaggregate.ImmediatelyuponcompletionoftheREDACTED(assumingtheREDACTED is not exercised),Broad Vision will
115、hold approximately REDACTED ofSUMMARY 7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.the issued share capital of our Company,Shanghai Xianglian will hold approximatelyREDACTED of
116、 the issued share capital of our Company,and Shanghai Xinlianzhan willhold approximately REDACTED of the issued share capital of our Company.Pursuant to the acting in concert agreement entered into by Mr.Chen,Ms.Chen andBroad Vision on January 1,2020 and renewed on December 10,2024,Mr.Chen,Ms.Chenan
117、d Broad Vision agreed to act in concert by voting in the same manner as the others on allmatters at the Companys general meetings and Board meetings through votes held directlyor indirectly or controlled by each of them.In view of the above,immediately uponcompletion of the REDACTED(assuming the RED
118、ACTED is not exercised),Mr.Chenand Ms.Chen will,in aggregate,be entitled to control the exercise of approximatelyREDACTED of voting rights in our Company through Broad Vision and the EmployeeShareholdingPlatforms.Therefore,BroadVision,ShanghaiXianglian,ShanghaiXinlianzhan,Mr.Chen and Ms.Chen will co
119、llectively hold REDACTED shares,representing approximately REDACTED of the issued share capital of our Companyimmediately upon completion of the REDACTED(assuming the REDACTED is notexercised),and will constitute a group of Controlling Shareholders of our Company underthe Listing Rules.For details,p
120、lease refer to Relationship with our ControllingShareholders Our Controlling Shareholders in this document.In addition,since the establishment of our Company,our Company had entered intoseveral rounds of Pre-REDACTED Investments with the Pre-REDACTED Investorsduring 2007 to 2022.For further details
121、on the identities of our major Pre-REDACTEDInvestors,pleaserefertoHistoryandDevelopmentInformationonMajorPre-REDACTED Investors in this document.LISTING AND DELISTING ON THE NEEQ AND PREVIOUS PREPARATIONS FORPOTENTIAL LISTINGOn December 27,2022,we were listed on the NEEQ by way of public transfer,an
122、d thestock code is 873980.Having taken into account of our business development and long-termstrategic plan,we have carried out the termination of the listing of our shares on the NEEQto further expand and consolidate our resource channels and enhance the financingefficiency.We further consider that
123、,for enhancing our international profile and accessingthe global market with a wider range of international investors,Hong Kong is a moresuitable venue for the REDACTED of the REDACTED of our Group for it serves as agateway between the Chinese and international market.In view of this,on November 29,
124、2024,we applied for the termination of its listing on the NEEQ with effect from December10,2024.We had also previously submitted an application to the CSRC for the listing on theMain Board of the Shanghai Stock Exchange on April 28,2014,and an application forpre-listing tutoring to the Shanghai Regu
125、latory Bureau of the CSRC in relation to theproposed listing on the Beijing Stock Exchange on November 7,2023.For details,pleaserefer to History and Development Preparations for Potential Listing on The ShanghaiStock Exchange and The Beijing Stock Exchange in this document.LEGAL COMPLIANCE AND PROCE
126、EDINGSOur Directors confirm that during the Track Record Period and up to the LatestPracticable Date,our operations have been conducted in compliance with the applicablelaws and regulations.We do not have any material non-compliance that resulted insignificant penalties or sanctions.Based on advice
127、from our PRC Legal Advisors and ourown internal assessments,there are no outstanding legal or regulatory issues that couldmaterially impact our operations,financial position,or environmental compliance.SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMU
128、STBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.We may be involved in legal proceedings arising in the ordinary course of business of acommercial nature.As of the Latest Practicable Date,we were involved in eight ongoinglegal proceedings with amounts in dispute exceedi
129、ng RMB5.0 million,where we were theplaintiff in seven cases and both the respondent and counter-claimant in one.For details,please refer to Business Legal Compliance and Proceedings Legal Proceedings inthis document.Saved as disclosed above,our Directors confirm that during the TrackRecord Period an
130、d up to the Latest Practicable Date,we had not been involved in any otherlitigation,arbitration,or administrative proceedings which would individually or in theaggregate,have a material adverse effect on our business,financial condition,or results ofoperations.REDACTED STATISTICSREDACTEDREDACTEDThe
131、estimated total REDACTED(based on the mid-point of our indicativeREDACTED for the REDACTED and assuming that the REDACTED is notexercised)for the REDACTED are approximately REDACTED(or REDACTED ofthe gross REDACTED estimated to be received by us from the REDACTED),of whichan estimated amount of appr
132、oximately REDACTED is expected to be expensed throughthe statement of profit or loss and the remaining amount of approximately REDACTEDisexpectedtoberecognizeddirectlyasadeductionfromequityupontheREDACTED.The estimated total REDACTED comprise:(i)REDACTED-relatedexpenses,including REDACTED REDACTED,o
133、f approximately REDACTED;and(ii)non-REDACTED-related expenses of approximately REDACTED,including(a)feespaidandpayabletolegaladvisersandreportingaccountantofapproximatelyREDACTED;and(b)other fees and expenses,including sponsor fees,of approximatelyREDACTED.The REDACTED above are the current estimate
134、 for reference only andthe final amount to be recognized to our consolidated income statement is subject to auditand the then changes in variables and assumptions.SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEAD
135、EDWARNING ON THE COVER OF THIS DOCUMENT.FUTURE PLANS AND REDACTEDAssuming an REDACTED of HK$REDACTED per H Share(being the midpoint ofthe indicative REDACTED)and that the REDACTED is not exercised,we estimate thattheREDACTEDfromtheREDACTED,afterdeductingREDACTEDfees,commissions,and other estimated e
136、xpenses related to the REDACTED,will amount toapproximately REDACTED.We intend to use the REDACTED for the following purposes:(i)approximatelyREDACTED%(HK$REDACTED)will be used for capital investments,includingconstructing production facilities and acquiring equipment to enhance our productioncapaci
137、tyandoperationalefficiency;(ii)approximatelyREDACTED%(HK$REDACTED)will be allocated to finance upfront costs associated with newprojects;(iii)approximately REDACTED%(HK$REDACTED)will be used tostrengthen our sales and marketing development;(iv)approximately REDACTED%(HK$REDACTED)will be reserved for
138、 selective acquisitions and investments aimed atstrengthening our supply chain and enhancing our technical capabilities;(v)approximatelyREDACTED%(HK$REDACTED)will be allocated to enhancing our research anddevelopment capabilities;and(vi)approximately REDACTED%(HK$REDACTED)ofthe REDACTED will be allo
139、cated for working capital and general corporate purposes tosupport our day-to-day operations and maintain financial flexibility.For details,pleaserefer to the section headed Future Plans and REDACTED in this document.DIVIDENDWe have adopted a dividend policy that allows for distributions to sharehol
140、ders in cashor shares,in accordance with our articles of association.Any final dividend declaration issubjecttoshareholderapprovalbeforeimplementation.Inmakinganydividenddistribution,our Board shall also consider various factors,including,among others,retainedsurplusanddistributablereserves,operatin
141、gcapitalrequirements,capitalexpenditure and future expansion plan,liquidity position,macroeconomic conditions,business cycles,potential business impacts,and other internal or external factors affectingfinancial performance.Our dividend policy is subject to periodic review,and there is noguarantee th
142、at dividends will be presented or announced at any given time.During theTrack Record Period,we declared dividends of approximately RMB20.4 million for theyear ended December 31,2022,and RMB19.2 million for the year ended December 31,2023,respectively.No dividends were declared for the nine months en
143、ded September 30,2024.RECENT DEVELOPMENTAs of the Latest Practicable Date,we had 82 projects on hand,with an aggregateunrecognized revenue of approximately RMB1,077.2 million.Subsequent to the Track Record Period,(i)in October 2024,our Company and USASSuzhou entered into an equity transfer agreement
144、 with an Independent Third Party totransfer 100%equity shares in USAS Tianjin to that Independent Third Party for aconsideration of RMB46.0 million based on arms length basis having considered thevaluation report on USAS Tianjin.The registration of the transfer at the relevant MarketSupervision Admi
145、nistration was completed on November 1,2024 and USAS Tianjin ceasedto be a subsidiary of our Group.For further details on the disposal,please refer to History Material Acquisitions,Disposals and Mergers during the Track Record Period and Upto the Latest Practicable Date Disposal of 100%Equity Intere
146、sts in USAS Tianjin inthis document;and(ii)on November 29,2024,we applied for the termination of the listingon the NEEQ with effect from December 10,2024.For details,please refer to History Listing on the National Equities Exchange and Quotations of the PRC(NEEQ)Termination of listing on the NEEQ in
147、 this document.Save as otherwise disclosed above,our Directors confirm that there has been nomaterial adverse change in our financial or trading position after September 30,2024(beingthe date of the latest audited consolidated statements of financial position of our Groupincluded in the Accountants
148、Report as set out in Appendix I to this document)and up tothe date of this document.SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.AFRCthe Accounting and Financial Repor
149、ting Council of Hong KongArticles or Articlesof Associationthe articles of association of our Company adopted on witheffect upon REDACTED(as amended from time to time),asummary of which is set out in Appendix V to this documentassociate(s)has the meaning ascribed thereto under the Listing RulesAudit
150、 Committeethe audit committee of our BoardBaosteelBaoshan Iron and Steel Co.,Ltd(寶山鋼鐵股份有限公司),a steelcompany incorporated in the PRC and listed in Shanghai StockExchange(600019)Behlen AgriculturalBehlen Agricultural Technology(Shanghai)Co.,Ltd.(貝倫農業科技（上海）有限公司),a limited liability company establishedu
151、nder the laws of the PRC on July 2,2020,a non-wholly ownedsubsidiary of our CompanyBoard or Board ofDirectorsthe board of DirectorsBroad VisionBroad Vision International Group Limited(博盛國際（集團）有限公司),a limited liability company established under the laws ofHongKongonMarch2,2011,oneofourControllingShar
152、eholdersCAGRcompound annual growth rateREDACTEDthe REDACTED as named in Directors and Parties Involvedin the REDACTEDChina or the PRCthe Peoples Republic of China,but for the purpose of thisdocument and for geographical reference only and except wherethe context requires otherwise,references in this
153、 document toChina and the PRC do not apply to Hong Kong,the MacauSpecial Administrative Region of the Peoples Republic of Chinaand Taiwanclose associate(s)has the meaning ascribed thereto under the Listing RulesCompaniesOrdinancethe Companies Ordinance(Chapter 622 of the Laws of HongKong),as amended
154、,supplemented or otherwise modified fromtime to timeDEFINITIONS 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Companies(WindingUp andMiscellaneousProvisions)Ordinancethe Compan
155、ies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to timeCompany or ourCompanyUSAS Building System(Shanghai)Co.,Ltd.(美聯鋼結構建築系統（上海）股份有限公司),a joint stock company incorporated inthe PRC with limited liabili
156、ty,the predecessor of which wasUnited Metal Building System(Shanghai)Co.,Ltd.(美聯鋼結構建築系統（上海）有限公司),and formerly known as United SteelBuildings(Shanghai)Co.,Ltd.(美聯鋼結構建材（上海）有限公司),a limited liability company incorporated in the PRC on April17,1999,and was converted into a joint stock limited liabilityco
157、mpany on April 12,2012connected person(s)has the meaning ascribed thereto under the Listing RulesControllingShareholdershas the meaning ascribed thereto under the Listing Rules and inthis context,refers to Mr.Chen,Ms.Chen,Broad Vision,Shanghai Xianglian and Shanghai Xinlianzhan,further details ofwhi
158、ch are set out in the section headed Relationship with OurControlling Shareholders in this documentcore connectedperson(s)has the meaning ascribed thereto under the Listing RulesCorporateGovernance Codethe Corporate Governance Code as set out in Appendix C1 to theListing RulesCSRCChina Securities Re
159、gulatory Commission(中國證券監督管理委員會)Dingyuan HechuangBeijing Dingyuan Hechuang Investment Co.,Ltd.(北京鼎元合創投資有限公司),a limited liability company established under thelaws of the PRC on July 27,2010,one of our Pre-REDACTEDInvestorsDirector(s)the director(s)of our CompanyEmployeeShareholdingPlatformsShanghai
160、Xianglian and Shanghai Xinlianzhan,or any one ofthem as the context may requireERPEnterprise Resource Planning(ERP),a system of integratedsoftwareapplicationsthatmanagesday-to-daybusinessprocesses and operations across finance,human resources,procurement,distribution,supply chain,and other functions
161、DEFINITIONS 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.ESGEnvironment,social and corporate governanceFrost&Sullivan orF&SFrost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,anin
162、dependent market research and consulting company whichprepared the Frost&Sullivan ReportFrost&SullivanReport or F&SReportan independent market research report prepared by F&S,whichwas commissioned by our Company for the purpose of thisdocumentREDACTEDREDACTEDGroup,our Group,our,we,or usthe Company a
163、nd all of its subsidiaries,or any one of them as thecontext may requireGuangdong YuntongGuangdong Yuntong Heavy Industry Co.,Ltd.(廣東運通重工有限公司),a limited liability company established under the laws ofthe PRC on March 26,2018,a non-wholly owned subsidiary ofour CompanyREDACTEDREDACTEDREDACTEDREDACTEDH
164、 Share(s)REDACTED in our ordinary share capital with a nominalvalue of RMB1.00 each,which are to be REDACTED for andREDACTEDinHongKongdollarsandforwhichanREDACTEDhasbeenmadeforREDACTEDandpermission to REDACTED on the Stock ExchangeHainan YuhengHainan Yuheng Corporate Management Partnership(LimitedPa
165、rtnership)(海南宇衡企業管理合夥企業（有限合夥）),a limitedpartnership established under the laws of the PRC on July 8,2021,one of our Pre-REDACTED InvestorsHarvest FoundersHarvest Founders Group Limited(豐煜集團有限公司),a limitedliability company established under the laws of Hong Kong onJune 5,2015,a wholly-owned subsidiar
166、y of our CompanyREDACTEDREDACTEDDEFINITIONS 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDHong Kong or HKthe Hon
167、g Kong Special Administrative Region of the PRCREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Hopeway
168、(Thai)Hopeway(Thai)Co.,Ltd.,alimitedliabilitycompanyestablished under the laws of Thailand on December 18,2023,a non wholly-owned subsidiary of our CompanyIIoTtheextensionanduseofIoTinindustrialsectorsandapplicationsIoTinternet of things,which refers to the internet working ofphysical devices,smart
169、devices,and other items embedded withelectronics,sensors,actuators,and network connectivity whichenable these devices or items to collect and exchange dataITinformation technologyIndependent ThirdParty(ies)any person(s)or entity(ies)who/which is not a connected personof the Company within the meanin
170、g of the Listing RulesREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDlabor subcontractingoutsourcing of construction labor to third-party contractors foron-site project executionDEFINITIONS 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTH
171、EINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Latest PracticableDateFebruary 4,2025,being the latest practicable date for thepurpose of ascertaining certain information contained in thisdocument prior to its publicationLEED Green BuildingRating Systeman
172、 internationally recognized framework for sustainable buildingcertificationREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDListing Rulesthe Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited,as amended,supplemented orotherwise modified from time to timeKPI(s)key perf
173、ormance indicator(s)Main Boardthe stock market(excluding the options market)operated by theStock Exchange which is independent from and operated inparallel with the Growth Enterprise Market of the StockExchangeMBS(Malaysia)MBS Buildings Sdn.Bhd.,a limited liability company establishedunder the laws
174、of Malaysia on March 13,2024,a wholly-ownedsubsidiary of our CompanyMBS(Thai)MBS Buildings Co.,Ltd.,a limited liability company establishedunder the laws of Thailand on December 15,2023,a nonwholly-owned subsidiary of our CompanyMEGA ConstructionMEGA Construction(Jiangsu)Co.,Ltd.(美構建設（江蘇）有限公司),a lim
175、ited liability company established under the laws of thePRC on June 5,2018,a non-wholly owned subsidiary of ourCompanyMeikai EngineeringMeikai Engineering Technology Consulting(Shanghai)Co.,Ltd.(美楷工程技術諮詢（上海）有限公司),a limited liability companyestablished under the laws of the PRC on January 15,2020,awh
176、olly-owned subsidiary of our CompanyMinistry of Financeor MOFMinistry of Finance of the PRC(中華人民共和國財政部)DEFINITIONS 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.MOHURDMinistry
177、of Housing and Urban-Rural Development of the PRC(中華人民共和國住房和城鄉建設部)Mr.ChenMr.Brian B.Y.Chen(陳博彥),our founder,chairman of theBoard,executiveDirector,andoneofourControllingShareholdersMs.ChenMs.Angela Chen Mah(陳嘉琪),our founder,executive Director,and one of our Controlling ShareholdersNEEQtheNationalEqu
178、itiesExchangeandQuotations,aPRCover-the-counter system for trading shares of non-listed publiccompaniesNominationCommitteethe nomination committee of our BoardREDACTEDREDACTEDREDACTEDREDACTEDoutsourced productprovider(s)external suppliers providing specialized components,particularlyfor large struct
179、ural elements in prefabricated steel systemsREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.PRC Company Lawthe Company Law of the Peop
180、les Republic of China(中華人民共和國公司法)PRC governmentthe central government of the PRC and all governmentalsubdivisions(includingprovincial,municipalandotherregional or local government entities)and instrumentalitiesthereof or,where the context requires,any of themPRC Legal AdvisersGrandway Law Offices,th
181、e legal adviser of our Company as tothe PRC lawsPRC Securities Lawthe Securities Law of the Peoples Republic of China(中華人民共和國證券法)Pre-REDACTEDEmployee IncentiveSchemethe pre-REDACTED employee incentive scheme adopted byour Company on December 6,2019(in respect of ShanghaiXianglian)and September 13,20
182、23(in respect of ShanghaiXinlianzhan),the principal terms of which are summarized underthe section headed Appendix VI Statutory and GeneralInformationFurtherInformationaboutOurDirectors,SupervisorsandSubstantialShareholders4.Pre-REDACTED Employee Incentive Scheme in this documentREDACTEDREDACTEDREDA
183、CTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Provinceeach being a province or,where the context require
184、s,a provinciallevelautonomousregionormunicipalityunderthedirectsupervision of the PRC governmentRegulation SRegulation S under the U.S.Securities ActRemunerationCommitteethe remuneration committee of our BoardRenminbi or RMBRenminbi,the lawful currency of the PRCRMRinggit,the lawful currency of Mala
185、ysiaRuilian IndustrialRuilian Industrial Development(Shanghai)Co.,Ltd.(睿聯實業發展（上海）有限公司),a limited liability company establishedunder the laws of the PRC on January 4,2022,a wholly-ownedsubsidiary of our CompanySAFEthe State Administration of Foreign Exchange of the PRC(中華人民共和國外匯管理局)SAMRthe State Admi
186、nistration for Market Regulation of the PRC(中華人民共和國國家市場監督管理總局)SATthe State Administration of Taxation of the PRC(中華人民共和國國家稅務總局)Securities and FuturesCommission orSFCthe Securities and Futures Commission of Hong KongSFOthe Securities and Futures Ordinance,Chapter 571 of the Lawsof Hong Kong(as amende
187、d,supplemented or otherwise modifiedfrom time to time)Shanghai JianglianJianglian Corporate Management(Shanghai)Center(LimitedPartnership)(匠聯企業管理（上海）中心（有限合夥）),alimitedpartnershipestablishedunderthelawsofthePRConSeptember 24,2020,one of our Pre-REDACTED InvestorsShanghai MetalConstructionAssociationa
188、nindustryassociationrepresentingmetalconstructionenterprises,facilitatingcollaboration,andsettingindustrystandards in ShanghaiShanghai TusuiShanghai Tusui Corporate Management Partnership(LimitedPartnership)(上海途隨企業管理合夥企業（有限合夥）),a limitedpartnership established in the PRC on September 12,2017,oneof o
189、ur Pre-REDACTED InvestorsDEFINITIONS 19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Shanghai WagangShanghai Wagang Chenji Corporate Management Partnership(Limited Partnership)(上
190、海窪港陳記企業管理合夥企業（有限合夥）),a limited partnership established under the laws of thePRC on November 30,2020,one of our Pre-REDACTEDInvestorsShanghai WuliuShanghai Wuliu Corporate Management Partnership(LimitedPartnership)(上海五柳企業管理合夥企業（有限合夥）),a limitedpartnership established under the laws of the PRC on Sept
191、ember15,2017,one of our Pre-REDACTED InvestorsShanghai XianglianShanghaiXianglianCorporateManagementPartnership(Limited Partnership)(上海向聯企業管理合夥企業（有限合夥）),a limited partnership established under the laws of the PRC onAugust 4,2017,one of the employee incentive platforms and oneof our Controlling Share
192、holdersShanghaiXinlianzhanShanghaiXinlianzhanCorporateManagementPartnership(LimitedPartnership)(上海昕聯展企業管理合夥企業（有限合夥）),a limited partnership established under the laws of thePRC on May 11,2023,one of the employee incentive platformsand one of our Controlling ShareholdersShanghai YiguanShanghaiYiguanCo
193、rporateManagementCenter(LimitedPartnership)(上海倚觀企業管理中心（有限合夥）),alimitedpartnershipestablishedunderthelawsofthePRConSeptember 1,2017,one of our Pre-REDACTED InvestorsShare(s)ordinary share(s)in the capital of our Company,with a nominalvalue of RMB1.00 each,comprising our REDACTED and ourH SharesShenzh
194、en QianhaiShenzhen Qianhai Linglian Technology Partnership(LimitedPartnership)(深圳前海嶺聯科技合夥企業（有限合夥）),a limitedpartnership established under the laws of the PRC on May 13,2021,one of our Pre-REDACTED InvestorsSole SponsorShenwan Hongyuan Capital(H.K.)LimitedREDACTEDREDACTEDStock ExchangeThe Stock Excha
195、nge of Hong Kong LimitedStrategy Committeethe strategy committee of our Boardsubsidiary(ies)has the meaning ascribed thereto under the Listing Rulessubstantialshareholder(s)has the meaning ascribed thereto under the Listing RulesDEFINITIONS 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO
196、 CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Sunny InternationalSunny International Inc.Limited,a limited liability companyestablished under the laws of Hong Kong on December 24,2010Supervisor(s)member(s)of our Supervisory CommitteeSu
197、pervisoryCommitteethe supervisory committee of our CompanyTakeovers Code orHong KongTakeovers Codethe Code on Takeovers and Mergers and Share Buy-backs,aspublished by the SFC(as amended,supplemented or otherwisemodified from time to time)Thai Baht or THBthe lawful currency of ThailandThai Legal Advi
198、serBlumenthal Richter&Sumet,the legal adviser of our Companyas to Thailand lawstonsa metric unit of mass equal to 1,000 kilogramsTrack Record Periodthe two years ended December 31,2022,2023 and the ninemonths ended September 30,2024U.S.Green BuildingCouncil orUSGBCa non-profit organization promoting
199、 sustainability in buildingdesign,construction,and operationREDACTEDREDACTEDREDACTEDREDACTEDUnion Holding(Thai)Union Holding(Thai)Co.,Ltd.,a limited liability companyestablished under the laws of Thailand on December 18,2023,anon wholly-owned subsidiary of our CompanyUnited States orU.S.United State
200、s of AmericaREDACTEDREDACTEDUSAS SuzhouUSAS Building System(Suzhou)Co.,Ltd.(美聯鋼結構建築系統（蘇州）有限公司),a limited liability company established underthe laws of the PRC on September 9,2009,a wholly-ownedsubsidiary of our CompanyDEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AN
201、D THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.USAS TianjinUSAS Building System(Tianjin)Co.,Ltd.(美聯鋼結構建築系統（天津）有限公司),a limited liability company established underthe laws of the PRC on November 7,2012,previously awholly-owned subsidiary of the Com
202、pany,and was disposed toan Independent Third PartyREDACTEDREDACTEDREDACTEDREDACTEDYouling TechnologyZhuhai Youling Technology Center(Limited Partnership)(珠海優領科技中心（有限合夥）),alimitedpartnershipestablishedunder the laws of the PRC on October 24,2020,one of ourPre-REDACTED Investors%per centThe English na
203、mes of PRC laws,regulations,governmental authorities,institutions,facilities,certificates,titles,nationals,individuals,companies or entities and the like referredto in this document are translations of their Chinese names and are included for identificationpurposes only.In the event of inconsistency
204、,the Chinese versions shall prevail.Certain amounts and percentage figures included in this document have been subject torounding adjustments.Accordingly,figures shown as totals in certain tables may not be anarithmetic aggregation of the figures preceding them.DEFINITIONS 22 THIS DOCUMENT IS IN DRA
205、FT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.This glossary of technical terms contains definitions of certain terms used in thisdocument in connection with our Group and our business.Some of these may
206、not correspondto standard industry definitions or usage of these terms.Accessoriescomponents like doors,windows,and skylights designed toenhance functionality and efficiency in prefabricated buildingAir Pollution Controlor APCsystems developed to control industrial emissions,ensuringcompliance with
207、environmental standardsBIPVbuilding-integrated photovoltaic systems,designed to maximizeenergyefficiencyinnewandretrofitbuildingprojects,supporting energy independence through renewable solar powerwhile maintaining structural integrity and aesthetic appealCurvet Dual-WaveArch WarehouseSeriesaproprie
208、taryseriesofPSbuildingstailoredforsmartagricultural storage solutionsenclosure systemsprimarilyincludingroofenclosuresystems,wallenclosuresystems and steel deck systemsMachinery Filteringand AcousticSystems or MFASspecializedsystemsforindustrialnoisereductionandairfiltration,particularly in turbine
209、applicationsPEMB solutionsintegratedsolutionsencompassingthedesign,production,installation,and quality assurance of PS buildings tailored toindustrial,commercial,and residential needsprefabricatedbuildingsbuildings whose components are produced in a factory andassembled on-site,including prefabricat
210、ed steel and concretestructureprefabricated concretestructuresbuilding(s)orPC building(s)a type of prefabricated building that uses concrete as the primaryload-bearing materialprefabricated steelstructure building(s)or PS building(s)a type of prefabricated building where steel is the primaryload-bea
211、ring materialprimary structurepart of the essential framework of a building,providing coreload-bearing supportGLOSSARY OF TECHNICAL TERMS 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS D
212、OCUMENT.secondary structurethe structure that connects the primary framework to othersystems,ensuring stability and functionalitysteel deck systemstructural systems that enhance stability and load distribution inmulti-story applicationsGLOSSARY OF TECHNICAL TERMS 24 THIS DOCUMENT IS IN DRAFT FORM,IN
213、COMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.This document contains forward-looking statements relating to our plans,objectives,expectations and intentions,which may not represent our overall performance for the
214、periods of time to which such statements relate.Such statements reflect the current views ofour management with respect to future events,operations,liquidity and capital resources,some of which may not materialize or may change.These statements are subject to certainrisks,uncertainties and assumptio
215、ns,including the other risk factors as described in thisdocument.You are strongly cautioned that reliance on any forward-looking statements involvesknown and unknown risks and uncertainties.The risks and uncertainties facing theCompany which could affect the accuracy of forward-looking statements in
216、clude,but arenot limited to,the following:.our business strategies and plans to achieve these strategies;.changes to the political and regulatory environment in the industry and markets inwhich we operate;.changes in our customers preferences,demands and business performance;.changes in competitive
217、conditions and our ability to compete under theseconditions;.the actions and development of our competitors;.future developments,trends and conditions in the industry and markets in whichwe operate;.general economic,political and business conditions in the markets in which weoperate;.effects of the
218、global financial markets and economic conditions;.our future debt levels and capital needs;.our financial conditions and performance;.our dividend policy;and.change or volatility in interest rates,foreign exchange rates,equity prices,volumes,operations,margins,risk management and overall market tren
219、ds.In some cases,we use the words aim,anticipate,believe,can,continue,could,estimate,expect,going forward,intend,ought to,may,might,plan,potential,predict,project,seek,should,will,would and similarexpressionstoidentifyforward-lookingstatements.Inparticular,weusetheseforward-looking statements in thi
220、s document in relation to future events,our futurefinancial,business or other performance and development,the future development of ourindustry and the future development of the general economy of our key markets.FORWARD-LOOKING STATEMENTS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO
221、CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.These forward-looking statements are based on assumptions and estimates and speakonly as of the date they were made.We undertake no obligation to update or revise anyforward-looking statemen
222、ts in light of new information,future events or otherwise.Forward-looking statements involve inherent risks and uncertainties and are subject toassumptions,some of which are beyond our control.We caution you that a number ofimportant factors could cause actual outcomes to differ,or to differ materia
223、lly,from thoseexpressed in any forward-looking statements.Our Directors confirm that the forward-looking statements are made after reasonablecare and due consideration.Nonetheless,due to the risks,uncertainties and assumptions,the forward-looking events and circumstances discussed in this document m
224、ight not occurin the way we expect,or at all.Accordingly,youshouldnotplaceunduerelianceonanyforward-lookinginformation.All forward-looking statements contained in this document are qualified byreference to this cautionary statement.FORWARD-LOOKING STATEMENTS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPL
225、ETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.An REDACTED in our Shares involves significant risks.You should carefullyconsider all of the information in this document,including the risks and uncertaintiesdescribed be
226、low,before making an REDACTED in our Shares.The following is adescription of what we consider to be our material risks.Any of the following risks couldmaterially and adversely affect our business,financial condition,and results of operations.The REDACTED of our Shares could significantly REDACTED du
227、e to any of theserisks,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 positionto express a view on the likelihood of any such contingency occurring.The information givenis as of the Latest Practicable Date unless otherwise
228、stated,will not be updated after thedate hereof,and is subject to the cautionary statements in Forward-looking Statements inthis document.RISKS RELATING TO OUR BUSINESS AND INDUSTRYWe may face challenges of limited market acceptance and slow adoption of the PS buildings inChinas industrial sector,wh
229、ich could materially affect our financial condition,operationalperformance and grow prospects.Our business primarily operates in the industrial sector of the PS building market,which still holds potential for growth.While the penetration rate of the PS buildings inChina remains highest in public bui
230、ldings,the industrial buildings rank second,offeringroom for further development.Comparatively,Chinas adoption of PS buildings remains atan earlier stage compared to major developed countries such as the United States andJapan.For details,please refer to Industry Overview Analysis of Chinas Prefabri
231、catedSteel Structure Building Market Comparisons of Penetration Rates of PrefabricatedSteel Structure Buildings among Different Countries and Building Types in this document.However,as Chinas industrial sector of the PS buildings market evolves,the extentand pace of its adoption remain uncertain.If
232、market acceptance falls short of expectationsor progresses more slowly than anticipated,our ability to realize the growth potential maybe limited.Such challenges could impede our long-term growth strategy,adverselyimpacting our competitive position,financial condition,operational performance,andgrow
233、th prospects.We operate in the highly competitive PS building market and failure to compete effectivelycould harm our business,operating results,and financial condition.We operate in the highly competitive PS building market.Our competitors may holdadvantages through advanced technical capabilities,
234、broad service offerings,and robustindustry experience,positioning them well to capture market share and respond swiftly toevolving customer expectations.For details,please refer to Industry Overview Analysisof Chinas Prefabricated Steel Structure Building Market Business Model of ChinasPrefabricated
235、 Steel Structure Building Market in the Industrial Sector in this document.RISK FACTORS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Our ability to maintain and strengthen our
236、 market position depends on effectivelynavigating these competitive dynamics.Competition may lead to pricing pressures,as somecompetitors with lower cost structures may offer more attractive pricing.While we strive tobalance competitive pricing strategies with the need to maintain profitability,anys
237、ignificant margin compression resulting from such pressures could adversely affect ourfinancial performance and growth prospects.Our financial condition and results are affected by global and local economic and politicalconditions that are beyond our control.Our financial condition and results are s
238、ubject to the influence of both global and localeconomic and political factors,many of which are beyond our control.These factors can becomplex and unpredictable,potentially impacting our operations,customer demand,andoverall financial position.Macroeconomic changes,including inflationary pressures,
239、interest rate adjustments bycentral banks,and shifts in global and local economic conditions,may lead to constrainedcapital availability and higher operational costs.These developments may affect ourliquidity and limit our ability to secure financing for expansion or operational needs.Additionally,e
240、conomic uncertainty may cause our customers to delay or scale backspending on new projects,which could reduce our revenue and growth potential.Geopolitical tensions,such as trade barriers and evolving international relations,introduce further risks to our business.Changes in trade policies,including
241、 tariffs,import-export restrictions,and market protectionism,could complicate our internationalexpansion efforts.Such policies may also increase compliance requirements,challenging ouroperational flexibility.Furthermore,global geopolitical events,including conflicts,maylead to energy supply disrupti
242、ons,volatility in commodity prices,and trade sanctions thatcontribute to broader supply chain uncertainties.These disruptions may influence marketconditions,energy costs,and logistics,indirectly affecting our operations.Given these varied and evolving macroeconomic and geopolitical factors,these ful
243、limpact on our business remains difficult to predict.Nonetheless,each of these conditionshas the potential to materially affect our financial performance,operational continuity,andgrowth prospects.Challenges in expanding production capacity and managing operating efficiency may adverselyimpact our p
244、rofitability and growth prospects.Building on our existing capabilities,we plan to expand our current productionfacilities to expand production capacity of our PEMB components and industrialenvironmentalequipment.Wealsoplantopursueopportunitiesforestablishingproduction facilities in Southeast Asia t
245、o capitalize the regional growth.For furtherdetails on our expansion plans,please refer to Business Our Production ProductionFacilities Expansion plans and the section headed Future Plans and REDACTED inthis document.RISK FACTORS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND
246、 THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.However,expanding our production capacity may not proceed as planned.We couldface delays,cost overruns,or challenges in achieving operational efficiency.The success ofour expansion plans depends on ma
247、ny factors beyond our control,such as obtainingrelevant approvals and permits,compliance with local laws and regulations,and securinggovernment support,including subsidies or tax incentives.Any delays or unforeseen issuesin integrating these expansion plans into our existing operations could increas
248、e integrationcosts,reduce production efficiency,and strain our overall production capacity,potentiallyaffecting customer deliveries.In addition,as we expand,we anticipate incurring additional depreciation andoperational expenses,which could negatively impact our profitability.The effectiveness ofour
249、 expansion relies on maintaining high utilization rates and managing costs efficiently.Ifwe fail to effectively manage production expansion and operational efficiency,it could leadto underutilization,increased production costs,and disproportionately high depreciationexpenses.Inefficiencies in scalin
250、g production or challenges in maintaining operationalefficiency could impair our competitiveness,reduce profit margins,and limit our ability tocapitalize on market opportunities,ultimately impacting our financial performance andgrowth prospects.Fluctuations in the prices and availability of raw mate
251、rial,particularly steel plate,maysignificantly affect our operations.Steel plate is our primary raw material,essential to our fabrication processes,and itsprice is subject to volatility influenced by global and local supply and demand,competitivepressures,and regulatory policies,many of which are be
252、yond our control.According to theF&S Report,prices of medium and thick steel plates experienced a significant fluctuationbetween 2019 and 2023.For further details on the historical price trend of steel plates,please refer to Industry Overview Analysis of Chinas Prefabricated Steel StructureBuilding
253、Market Key Raw Material Price for Prefabricated Steel Structure Buildings inthis document.Any significant increase in steel plate prices or other raw materials couldraise our production costs considerably.For long-duration projects,we may include priceadjustment clauses in our contracts.These clause
254、s specify that if steel plate prices increase,settlement prices will be adjusted proportionately to compensate for the difference.Forfurther details on our pricing policy,please refer to Business Pricing Policy in thisdocument.Additionally,potential shortages,delays,or quality issues in the supply o
255、f rawmaterials could disrupt our production schedules,impacting project timelines and customersatisfaction.There is no assurance that steel plate and other material prices will remain stable,norcan we guarantee that future price increases will not lead to substantial,unexpected rises inour productio
256、n costs.Such fluctuations in raw material prices or supply availability couldmaterially and adversely affect our financial performance and operational outcomes.RISK FACTORS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONH
257、EADEDWARNING ON THE COVER OF THIS DOCUMENT.Our business is exposed to risks related to delays in project timelines,cost overruns,andoperational disruptions,which could materially impact our operationaland financialperformance.Our business is exposed to risks related to delays in project timelines,co
258、st overruns,and operational disruptions,all of which could materially affect our operational andfinancial performance.These risks are inherent to both the PS building market and ourproject-based business model.The complexities of managing projects create challenges inmeeting project deadlines,adheri
259、ng to budgets,and maintaining operational efficiency.The PS building market is subject to fluctuations in demand and supply,influenced byvarious factors,such as extreme weather conditions,changes in market sentiment,or shiftsin construction industry activity.These factors can result in project delay
260、s or increasedcosts,driven by fluctuations of material prices,labor shortages,or disruptions in the supplychain.Any supply constraints can lead to delays or unforeseen cost increases.Our business model relies on the timely completion of projects.Delays or cost overrunscould disrupt the timing of spe
261、cific project milestones,delaying customer payments andnegatively impacting cash flow.As progress payments are tied to these milestones,anydelay would strain our liquidity and could significantly affect our operational and financialperformance.Failure to maintain and grow our customer base could und
262、ermine our business growth andmaterially impact our operations.Our ability to achieve sustained growth relies on both maintaining strong relationshipswith existing customers and successfully expanding our customer base across diverseindustries and regions.While we have built long-term partnerships w
263、ith key customersacross sectors such as automotive,machinery,electronics,and advanced manufacturing,therisk of losing major customers or failing to attract new ones could significantly impact ourrevenue and market position.Maintaining our current customer base requires consistent delivery of high-qu
264、alityproducts and services,along with effective post-project support and the ability to adapt tocustomers evolving needs for advanced,sustainable building solutions.Any lapse in servicequality,delays in project execution,or misalignment with customer expectations couldweakencustomerrelationships,pot
265、entiallyleadingtoreducedrepeatbusinessortermination of contracts.Growingourcustomerbase,particularlyinnewmarkets,presentsadditionalchallenges.Our expansion strategy involves targeting emerging industries and regionswith tailored solutions,which requires investment in marketing,talent acquisition,and
266、regional expertise.Entering new markets,however,may expose us to unfamiliar customerexpectations,heightened competition,or regulatory requirements that differ from ourestablished markets,complicating customer acquisition and retention efforts.RISK FACTORS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE
267、 AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.If we fail to maintain our existing customers or encounter difficulties in attracting newcustomers,our business growth,operational stability,and financial performance could b
268、ematerially and adversely affected.Our historical financial results may not be indicative of future performance.During the Track Record Period,our revenue was approximately RMB1,902.8 million,RMB1,453.2 million,RMB1,154.8 million and RMB885.0 million for the years endedDecember 31,2022,and 2023,and
269、the nine months ended September 30,2023 and 2024,respectively.Over the same period,our gross profit amounted to RMB242.6 million,RMB214.7 million,RMB162.1 million and RMB131.6 million,reflecting gross profitmargins of approximately 12.7%,14.8%,14.0%and 14.9%,respectively.However,suchtrend of histori
270、cal financial information of our Group only demonstrate our pastperformance and may not accurately predict our future financial performance.Various factors could cause our future performance to deviate from historical trends.As our business expands,we face potential shifts in project designs,increas
271、ed operatingcosts,and higher research and development expenditures,all of which could impact ourprofitability.Additionally,as our revenue is largely project-based,our revenue maydecrease if we are unable to secure comparable new projects.Market conditions in the PSbuilding industry,changes in custom
272、er demand,fluctuations in raw material costs,labormarket dynamics,and regulatory changes in our primary markets could also affect ourfinancial outcomes.Given these factors,our historical financial performance may not be indicative offuture results,and investors should not rely on past results as a g
273、uarantee of futurefinancial success.A large portion of our revenue during the Track Record Period was derived from projectsawarded by our major customers.Any substantial decrease in projects from our majorcustomers could materially affect our financial performance.A large portion of our revenue duri
274、ng the Track Record Period was derived fromprojects awarded by a limited number of major customers.For the years ended December31,2022,and 2023,and the nine months ended September 30,2024,approximately 77.7%,64.6%,and 53.5%of our revenue,respectively,came from our top five customers.For theyears end
275、ed December 31,2022,2023 and the nine months ended September 30,2024,therevenue attributable to the largest customer amounted to approximately 64.8%,43.1%and31.2%of our total revenue,respectively.This concentration of revenue makes our financialperformance particularly sensitive to fluctuations in d
276、emand from these major customers.While our contracts are typically awarded on a project-by-project basis,there is noguarantee that we will continue to secure contracts from these major customers in thefuture.If demand from major customers decreases significantly,and we are unable toreplace this lost
277、 revenue with comparable projects from other clients,our financialcondition and operating results could be materially and adversely affected.Additionally,RISK FACTORS 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDW
278、ARNING ON THE COVER OF THIS DOCUMENT.efforts to identify and cultivate new customers to replace lost business may take more timeand financial resources than anticipated,further intensifying the risk to our operations andfinancial performance.We face risks associated with our overseas operations.For
279、the years ended December 31,2022,and 2023,and the nine months endedSeptember 30,2023 and 2024,we generated overseas revenue that accounted for 2.2%,8.1%,7.2%and 28.0%of our total revenue,respectively.Operating in overseas marketsrequires significant resources and management attention and will subjec
280、t us to variousregulatory,economic and policy risks in addition to those we already face in China.Theoccurrence or consequences of any of these factors may restrict our ability to operate in theaffected region or decrease the profitability of our operations in that region.Moreover,emerging markets s
281、uch as Southeast Asia,with its rapidly growing demand for PEMBsolutions,presents opportunities but also regulatory complexities,including environmentalregulations,and trade standards,which may be more stringent or unfamiliar.Establishingpartnerships and managing remote operations may introduce furth
282、er operational risks,asmarket entry often necessitates extensive due diligence,capital investment,and robust localsupply chain networks.Currency fluctuations and differences in customer expectations mayaffect our project budgeting and profitability.We cannot assure you that we will not expand our bu
283、siness operations into newcountries or regions in the future.There is no assurance that governments in the countriesor regions where we operate or have investments in the future will not adopt policiesdetrimental to the relationships with the PRC or the interests of the PRC companies inthose countri
284、es or regions.In the event that there is a material change to the political andeconomic relationship between those countries or regions and the PRC,this may affect ourability to continue to operate in those countries or regions and may have a material adverseeffect on our business,financial conditio
285、n and results of operations.If we fail to effectively maintain,promote,and enhance our brand or conduct sales andmarketing activities cost-effectively,our business and competitive advantage could besignificantly impacted.Our brand as a trusted leader in Chinas industrial sector of the PS building ma
286、rket iscritical to attracting and retaining customers and differentiating us in a competitive market.Our reputation for high-quality,integrated PEMB solutions strengthens customer trust andstickiness,providing a competitive advantage.However,any inability to uphold or enhanceour brands reputation co
287、uld weaken our market position and make it more difficult tocompete effectively.Additionally,expandingbrandrecognitionrequirescarefullymanagedandcost-effective sales and marketing activities.As we pursue growth in both domestic andinternational markets,we must balance investment in marketing efforts
288、 with the need forcost efficiency.Ineffective marketing expenditures could strain our resources withoutdelivering the desired increase in brand awareness or customer acquisition,limiting ourability to capture new market opportunities.RISK FACTORS 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJ
289、ECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.If we fail to maintain our brand reputation or to execute marketing strategies that areboth impactful and cost-effective,our business growth,competitive edge,and financialperformance
290、could be adversely affected.Any shortage or delay in supply or deterioration in quality of our suppliers or contractors maymaterially and adversely affect our business operations.Oursuppliernetworkprimarilyconsistsofrawmaterialssuppliers,laborsubcontractors,and outsourced product providers,each cruc
291、ialto supporting ouroperational and project-specific requirements.While we maintain a structured supplierselection and management program with rigorous assessment standards,we do not have fullcontrol over our suppliers operations.Any shortage,delay,or decline in the quality ofmaterials or services p
292、rovided by our suppliers could disrupt our production schedules,delay project completion,and affect customer satisfaction.Identifying suitable alternativesuppliers meeting our stringent standards for price,volume,and quality on short noticemay prove challenging.We engaged labor subcontractors to per
293、form specific on-site installation tasks duringthe Track Record Period.For the years ended December 31,2022,and 2023,and the ninemonths ended September 30,2023 and 2024,our subcontracting costs were approximatelyRMB307.8million,RMB250.7million,RMB206.7millionandRMB176.1million,representing around 18
294、.5%,20.2%,20.8%and 23.4%of our total cost of sales,respectively.We set detailed quality and safety standards in subcontracting agreementsand enforce regular on-site supervision.However,issues such as delays,low work quality,or non-adherence to safety guidelines by subcontracted workers could lead to
295、 additionalcosts,minor delays,or reputational risks.In rare instances,labor disputes or personalinjuries involving subcontracted workers may result in indirect operational or legal impacts.Failure to maintain safe construction sites or implement a safety management system mayresult in personal injur
296、ies,property damage,legal liabilities,suspension of business licenses,orother operational risks.Construction work inherently involves risks of on-site accidents and injuries.Despitestringent occupational health and safety measures implemented across our operations,bothfor our employees and subcontra
297、ctors,there is no assurance that incidents resulting ininjuries,property damage,or fatalities will not occur.Safety protocols may not always beadhered to by all personnel,which increases the likelihood and severity of potentialincidents,potentially impacting our operations,reputation,and financial c
298、ondition.Failure to maintain safe construction sites or effectively implement our safetyprotocols could lead to severe consequences,including additional incidents of personalinjury,property damage,and potential fatalities.Such incidents may result in reputationalharm,suspension,or revocation of busi
299、ness licenses,negatively affecting our marketposition and ability to secure future contracts.Serious safety incidents may also lead to claims or legal actions against us.These legalproceedings could significantly impact our financial resources if damages exceed ourinsurancecoverage,divertingmanageme
300、ntfocusandincreasingoperationalcosts.RISK FACTORS 33 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Additionalincidentscouldfurtherdamageourindustryreputation,limitingouropportunit
301、ies to participate in tenders or receive awards from prospective customers.Wemay also incur increased expenses to strengthen safety measures,such as hiring additionalsafety personnel,which could adversely affect our profitability.During the Track Record Period,we received an administrative penalty r
302、elated to afatal accident that occurred in November 2021 at one of our project sites.For furtherdetails on this incident,please refer to Business Work Safety Incident Reporting andInvestigation The November 2021 accident in this document.We are subject to various laws and regulations,which could lea
303、d to liabilities and compliancecosts.Our business operations are governed by a wide range of regulatory requirements inthe PRC,including,among others,environmental protection,health standards,customs,import/export controls and foreign investments regulations.Key regulations include theLaw of the Peo
304、ples Republic of China on the Prevention and Control of EnvironmentalPollution by Solid Waste(中華人民共和國固體廢物污染環境防治法)and the Law of thePeoples Republic of China on the Prevention and Control of Environmental NoisePollution(中華人民共和國噪音污染防治法),which require ongoing efforts to controlwaste emissions and noise
305、 pollution in our production processes.We are also subject toemployee safety and health related laws and regulations,which mandate strict workplacestandards to ensure employee welfare and safety,often requiring ongoing upgrades toworkplace equipment,safety protocols,and training programs.For details
306、,please refer tothe section headed Regulatory Overview in this document.Our near-term international strategy prioritizes Southeast Asia,leveraging its rapideconomic growth and rising demand for PS buildings.Over the long term,we aim to furtherexpand the North American and European markets,establishi
307、ng a global presence throughflagship projects that align with their stringent regulatory and technical standards,areaswhere customs and trade compliance requirements are complex and vary significantly.Aswe expand our export activities,we must navigate differing regulatory environments thatgovern pro
308、duct standards,labeling requirements,customs duties,and import/exportlicensing.Failure to comply with these international export regulations could expose usto substantial risks.Non-compliance may lead to penalties or fines,seizure of goods,orrestrictions on our ability to conduct further business in
309、 these markets.Moreover,interpretation and enforcement of the laws and regulations regulating theconstruction industry and foreign investments may be subject to changes in policies andeconomic and social environment.We have to meet the policies requirements issued by therelevant regulatory authoriti
310、es from time to time and obtain approvals and complete filingsin accordance with the relevant regulatory authorities interpretation and enforcement ofsuch policies.If there are any future changes in applicable laws,regulations,administrativeinterpretations or regulatory documents,more stringent requ
311、irements could be imposed onthe industries we are currently engaged in.If we are unable to adapt promptly to suchregulatory changes,our financial condition,operational continuity,and growth prospectscould be materially and adversely affected.RISK FACTORS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE
312、AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Rising labor costs may increase our operational expenses and negatively affect ourprofitability.Rising labor costs,driven by inflation,wage increases,and tightening labor mark
313、ets,pose a risk to our business.During the Track Record Period,we engaged laborsubcontractors primarily for executing specific on-site installation tasks.As wages rise,the cost of subcontracting these services may increase,negatively affecting project expensesand overall profitability.Additionally,i
314、nflationary pressures and labor shortages may leadto increased competition for skilled workers,resulting in higher labor costs,project delays,anddifficultymeetingdeadlines.Thesefactorscouldfurtherstrainourfinancialperformance.If labor costs continue to rise,we may need to adjust our pricing structur
315、e,which couldimpact our market competitiveness,especially if clients are sensitive to price changes.Ultimately,rising labor costs could lead to higher operational expenses,materially affectingour business operations,financial condition,and growth potential.We may not be able to maintain our current
316、tender success rate.Due to the nature of our business,we secure contracts for our construction projectsprimarily through competitive tendering.For the years ended December 31,2022,and 2023,and the nine months ended September 30,2024,our tender success rate for PEMB solutionsprojects were 27.8%,30.3%
317、and 26.1%,respectively.For details,please refer to Business Our Operations in this document.We cannot guarantee that we will be informed aboutor be invited to the tendering process,or we are able to win the tender in the future.Wecannot guarantee that we can maintain or raise our tender success in t
318、he future.If wecannot continuously secure new projects with similar or larger contract amounts,ourresults of operation,financial condition and business prospects may be materially andadversely affected.Our project backlog is subject to fluctuations,modifications,and terminations,and may not bea reli
319、able indicator of our future results of operations.Our project backlog represents the aggregate remaining contract value of projectsawarded to us at a specific point in time,based on the contractual terms.The contract valuereflects the expected revenue under the contractual terms,assuming full perfo
320、rmance of thecontract.However,as backlog is not a measure defined under generally acceptedaccounting principles,it may not accurately predict our future revenue or profitability.For details on the movements of our project backlog during the Track Record Period andup to the Latest Practicable Date,pl
321、ease refer to Business Our Projects ProjectMovements in this document.As of the Latest Practicable Date,our project backlog was approximately RMB1,077.2million.However,this figure assumes that all contracts will be executed as planned.Inpractice,backlog value may change due to factors such as projec
322、t adjustments,costvariations,and client-initiated terminations.Any modification or termination of one ormore significant contracts could materially and immediately reduce our backlog value,potentially impacting our revenue recognition and cash flow.Moreover,we cannotRISK FACTORS 35 THIS DOCUMENT IS
323、IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.guarantee that the backlog value will be fully realized,recognized within the anticipatedtimeframe,or generate the expected profitability.Certain proj
324、ects may experienceunforeseendelays,scopechanges,orcostoverrunsthatcouldimpactmargins.Additionally,economic conditions,regulatory changes,or client financial constraintsmay result in deferred or canceled projects,further affecting backlog conversion intorevenue.As a result,our backlog may not reflec
325、t our business performance,revenue,orprofitability in future periods.Our risk management and internal control systems may not fully mitigate all inherent businessrisks.We have implemented comprehensive risk management and internal control systemsdesigned to address various operational,legal,and fina
326、ncialrisks.These systemsincorporate an organizational framework,policies,and procedures aimed at minimizingrisk exposure.However,there is no assurance that these controls will be fully effective inidentifying and managing all potential risks.Our internal controls rely on effective execution by emplo
327、yees,and human error orlapses in judgment cannot be entirely prevented.Additionally,as our operations grow andbecome more complex,maintaining and adapting these controls becomes increasinglychallenging.Failure to identify,mitigate,or address such deficiencies promptly could leadto further incidents,
328、which may materially and adversely impact our financial performance,reputation,and business operations.We are subject to credit risks in relation to contract assets and trade and bills receivables,which could result in delayed payments and liquidity issues.Our business model involves credit risk ass
329、ociated with contract assets and trade andbills receivables.Contract assets represent our right to consideration from customers inexchange for the provision of services and products transferred to our customers that is notyet billed.Contract assets are transferred to trade and bills receivables when
330、 the rightsbecome unconditional,typically when we obtained the certification of the completedconstruction work from our customers.As of December 31,2022,2023 and September 30,2024,our contract assets amountedto RMB313.0 million,RMB297.2 million and RMB298.1 million,respectively.There is noassurance
331、that our customers will settle our progress payments on time or that we will beable to recover our contract assets in full or at all in the future.In addition,there is no assurance that our customers will settle our invoices on timeand in full.As of December 31,2022,2023 and September 30,2024,our tr
332、ade and billsreceivables amounted to RMB346.6 million,RMB451.7 million and RMB431.2 million,respectively.For the years ended December 31,2022,2023 and the nine months endedSeptember 30,2024,the turnover days for our trade and bills receivables were 63 days,114days and 156 days,respectively.In the ev
333、ent that we are unable to collect a substantialportion of our trade and bills receivables in a timely manner or at all,our cash flows andfinancial positions will be adversely affected.RISK FACTORS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.We recorded net cash used in oper
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