1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility forthe contents of this Application Proof,make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part ofthe contents of this Application Proof.Application Proof ofYangtuo Technology Inc.(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited(the StockExchange)and t
3、he Securities and Futures Commission(the Commission)solely for the purpose of providinginformation to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subject to changewhich can be material.By viewing this document,you acknowledge,a
4、ccept and agree with Yangtuo TechnologyInc.(the Company),its sole sponsor,overall coordinator,advisors and members of the underwriting syndicatethat:(a)this document is only for the purpose of providing information about the Company to the public in HongKong and not for any other purposes.No investm
5、ent decision should be based on the informationcontained 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 the Company,its sole sponsor,overallcoordinator,advisors or members of
6、the underwriting syndicate to proceed with an offering in Hong Kongor any other jurisdiction.There is no assurance that the Company will proceed with any offering;(c)the contents of this document or any supplemental,revised or replacement pages may or may not bereplicated in full or in part in the a
7、ctual final listing document;(d)this Application Proof is not the final listing document and may be updated or revised by the Companyfrom time to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited;(e)this document does not constitute a pro
8、spectus,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 is it calculated to invite offers bythe public to subscribe for or
9、purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and nosuch inducement is intended;(g)neither the Company nor any of its affiliates,sole sponsor,overall coordinator,advisors or members of itsunderwriting syndicate is offering,
10、or is soliciting offers to buy,any securities in any jurisdiction throughthe publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor wouldsuch application be accepted;(i)the Company has not and will not register the securities ref
11、erred to in this document under the UnitedStates 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 any informationcontained in this document,you agree to inform yourself ab
12、out and observe any such restrictionsapplicable to you;and(k)the application to which this document relates has not been approved for listing and the Stock Exchangeand the Commission may accept,return or reject the application for the subject public offering and/orlisting.No offer or invitation will
13、 be made to the public in Hong Kong until after a prospectus of the Company has beenregistered with the Registrar of Companies in Hong Kong in accordance with the Companies(Winding Up andMiscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).If an offer or an invitation is madeto th
14、e public in Hong Kong in due course,prospective investors are reminded to make their investment decisionssolely based on the Companys prospectus registered with the Registrar of Companies in Hong Kong,copies ofwhich will be published to the public during the offer period.IMPORTANT:If you are in any
15、doubt about any of the contents of this document,you should obtain independent professional advice.Yangtuo Technology Inc.(Incorporated in the Cayman Islands with limited liability)REDACTEDNumber of REDACTED underthe REDACTED:REDACTED Shares(subject to theREDACTED)Number of REDACTED:REDACTED Shares(
16、subject toREDACTED)Number of REDACTED:REDACTED Shares(subject to REDACTEDand the REDACTED)Maximum REDACTED:HK$REDACTED per REDACTED,plusbrokerage of 1%,SFC transaction levy of0.0027%,Stock Exchange trading fee of0.00565%and AFRC transaction levy of0.00015%(payable in full on application inHong Kong
17、dollars and subject to refund)Nominal Value:US$0.0001 per ShareStock Code:Sole SponsorREDACTEDHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take noresponsibility for the contents of this document,make no representat
18、ion as to its accuracy or completeness and expressly disclaim any liability whatsoeverfor any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in the section headed Appendix
19、V Documents Delivered to the Registrar ofCompanies in Hong Kong and on Display,has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of theCompanies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities and Future
20、s Commission ofHong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any of the other documents referredto above.The REDACTED is expected to be determined by agreement between us and the REDACTED(for itself and on behalf of the REDACTED)on
21、theREDACTED,which is expected to be on or about REDACTED and,in any event,not later than 12:00 noon on REDACTED.The REDACTED willbe not more than HK$REDACTED per REDACTED and is currently expected to be not less than HK$REDACTED per REDACTED,unlessotherwise announced.If,for any reason,the REDACTED i
22、s not agreed between us and the REDACTED(for itself and on behalf of the REDACTED)on or before 12:00 noon on REDACTED,the REDACTED will not proceed and will lapse.Applicants for REDACTED may be required to pay,onapplication(subject to application channels),the maximum REDACTED of HK$REDACTED per RED
23、ACTED for each REDACTED together withbrokerage of 1%,SFC transaction levy of 0.0027%,Stock Exchange trading fee of 0.00565%and AFRC transaction levy of 0.00015%,subject to refund ifthe REDACTED as finally determined is less than HK$REDACTED per REDACTED.The REDACTED(for itself may,where considered a
24、ppropriate and with our consent,reduce the number of REDACTED being REDACTED underthe REDACTED and/or the indicative REDACTED range below that stated in this document at any time on or prior to the morning of the last day forlodging applications under the REDACTED.In such a case,notice of reduction
25、in the number of REDACTED and/or the REDACTED will bepublished on the websites of the Stock Exchange at www.hkexnews.hk and on the website of our Company at https:/ not later than themorning of the last day for lodging applications under the REDACTED.See sections headed Structure of the REDACTED and
26、 How to Apply forREDACTED in this document for more details.Prior to making an investment decision,prospective investors should consider carefully all of the information set out in this document,including the risk factorsset out in Risk Factors.The REDACTED have not been and will not be registered u
27、nder the U.S.Securities Act or any state securities law in the United States and may not beREDACTED,sold,pledged or transferred within the United States,except pursuant to an exemption from,or in a transaction not subject to,the registrationrequirements of the U.S.Securities Act.The REDACTED are bei
28、ng REDACTED and sold only outside the United States in offshore transactions in relianceon Regulation S.The obligations of the REDACTED under the REDACTED are subject to termination by the REDACTED(for itself and on behalf of theREDACTED)if certain grounds for termination arise prior to 8:00 a.m.on
29、the REDACTED.Such grounds are set out in REDACTED.REDACTEDREDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDIMPORTANT i THIS DOCUMENT IS IN DRAFT FORM,INCOMPL
30、ETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDIMPORTANT ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER
31、 OF THIS DOCUMENTREDACTEDEXPECTED TIMETABLE iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDEXPECTED TIMETABLE iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT T
32、O CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDEXPECTED TIMETABLE v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS
33、DOCUMENTREDACTEDEXPECTED TIMETABLE vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTIMPORTANT NOTICE TO INVESTORSWe have issued this document solely in connection with the REDACTE
34、D and theREDACTED,and it does not constitute an offer to sell or a solicitation of an offer to buyanysecurityotherthantheREDACTEDbythisdocumentpursuanttotheREDACTED.This document may not be used for the purpose of,and does notconstitute,an offer or invitation in any other jurisdiction or in any othe
35、r circumstances.Wehave taken no action to permit a REDACTED of the REDACTED in any jurisdictionother than Hong Kong,and we have taken no action to permit the distribution of thisdocument in any jurisdiction other than Hong Kong.The distribution of this document andthe REDACTED and REDACTED of the RE
36、DACTED in other jurisdictions aresubject to restrictions and may not be made except as permitted under the applicablesecurities laws of such jurisdictions pursuant to registration with or authorization by therelevant securities regulatory authorities or an exemption therefrom.You should only rely on
37、 the information contained in this document to make yourREDACTED decision.We have not authorized anyone to provide you with informationthat is different from what is contained in this document.Any information or representationnot made in this document must not be relied on by you as having been auth
38、orized by us,theSole Sponsor,REDACTED,REDACTED,REDACTED,REDACTED andREDACTED,any of the REDACTED,any of our or their respective directors,advisers,officers,employees,agents or representatives,or any other person or partyinvolved in the REDACTED.PageExpected Timetable.iiiContents.viiSummary.1Definiti
39、ons.18Glossary.31Forward-looking Statements.34Risk Factors.36Waivers from Strict Compliance with the Listing Rules and Exemptionfrom the Companies(Winding Up and Miscellaneous Provisions)Ordinance.91Information about this Document and the REDACTED.100CONTENTS vii THIS DOCUMENT IS IN DRAFT FORM,INCOM
40、PLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTPageDirectors and Parties Involved in the REDACTED.104Corporate Information.108Industry Overview.111Regulatory Overview.124History,Reorganization and Corporate Structure
41、.145Business.166Relationship with Our Single Largest Shareholder Group.257Directors and Senior Management.261Substantial Shareholders.272Share Capital.274Financial Information.278Future Plans and REDACTED.350REDACTED.354Structure of the REDACTED.369How to Apply for REDACTED.381Appendix I Accountants
42、 Report.I-1Appendix II Unaudited Pro Forma Financial Information.II-1Appendix III Summary of the Constitution of the Company andCayman Companies Act.III-1Appendix IV Statutory and General Information.IV-1Appendix V Documents Delivered to the Registrar of Companiesin Hong Kong and on Display.V-1CONTE
43、NTS viii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTThis summary aims to give you an overview of the information contained in thisdocument.As this is a summary,it does not cont
44、ain all the information that may beimportant to you.You should read the whole document before you decide to invest in theREDACTED.There are risks associated with any investment.Some of the particularrisks in REDACTED in the REDACTED are set out in the section headed RiskFactors in this document.You
45、should read that section carefully before you decide to investin the REDACTED.OVERVIEWWe are a leading commerce and service platform in China,specializing in family careand nutrition products.Through reorganizing the family care and nutrition product supplychain,we empower our business customers wit
46、h a high-quality,considerate-featured,stable-supplied and reasonable-priced portfolio of family care and nutrition products,optimizing consumer experience and facilitating consumption upgrades in lower-tiermarket.In 2024,our GMV generated from family care and nutrition products in Chinaslower-tier m
47、arket reached RMB8.6 billion,making us the largest commerce and serviceplatform serving businesses in Chinas family care and nutrition product industry inlower-tier market in terms of GMV in 2024,with a market share of 10.1%,according toFrost&Sullivan.Chinasfamilycareandnutritionproductindustryinlow
48、er-tiermarketischaracterized by a fragmented structure at both ends,with a multitude of upstreambrands,distributors and manufactures,and geographically dispersed downstream retailers.Under the traditional multi-layer distribution model utilized by major family care andnutrition product brands,the va
49、st small-scale offline retail stores,especially those in thelower-tier market,are typically limited to sourcing from last-layer distributors,resulting inelevated procurement costs,uncertain transaction security,limited product selections andunstable supply.Simultaneously,the traditional multi-layer
50、distribution model also leads tohigher distribution expenses for upstream brands and manufacturers,eroding theirprofitability.Such lengthy process also results in severe information asymmetry acrossthe transaction value chain where upstream brands and manufacturers cannot promptly andprecisely acces
51、s retail-level sales data,giving rise to regional inventory redundancy andhomogeneous product competition.To tackle such pain points,our Hipac platform,adopting an asset-light model,efficiently connects family care and nutrition product vendors(including manufacturers,distributors and brands)with a
52、wide range of buyers,fostering a fully integrated,healthy,symbiotic and sustainable ecosystem.As of December 31,2024,Hipac platform has becomethe largest commerce and service platform serving businesses in Chinas family care andnutrition product industry in lower-tier market in terms of GMV in 2024,
53、which connectedapproximately 4,200 registered vendors and approximately 290,000 registered buyerscovering 31 provinces,municipalities and autonomous regions and across over 3,000counties and villages nationwide.For the year ended December 31,2024,our Hipacplatform had over 93,000 core buyers which p
54、laced over 24 orders on our platform duringthe year,with an average of 11 orders placed by each core buyer per month.SUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTThe fo
55、llowing chart illustrates our business model and the core participants in ourecosystem:Product procurementFulfill diverseconsumer needs in thelower-tier marketDigital Marketplace BusinessSelf-operated Business4,200ManufacturersDistributorsBrandsData-driven customized marketing servicesHigh-quality f
56、amily care and nutrition productsSelf-operated BusinessDigital Marketplace BusinessOne-stop digital tools290,000Registered OfflineRetail Stores ConsumersFamily care and nutrition products and other productsSales analytics with retail-level insightsThe history of our business can be traced back to Ap
57、ril 2015 when we launched ourdigital marketplace business with the introduction of Hipac platform,a pioneering platformdesigned to bridge the supply-demand gap for family care and nutrition products inlower-tier market in China.Our registered buyers can directly place orders with upstreamvendors sta
58、tioned on our Hipac platform and receive products directly delivered byvendors.As the owner and operator of Hipac platform,we generate revenue by chargingvendors commissions based on their GMV transacted through our platform.Building onour extensive sales network and industry expertise,we also provi
59、de customized marketingservices for family care and nutrition product brands and manufacturers,to further deepenour collaboration with them and explore additional monetization opportunities throughplatform synergies.For the year ended December 31,2024,our Hipac platform recordedtotal GMV of RMB11.0
60、billion.Established upon the strong downstream buyer network of our Hipac platform and ourdeep collaboration with upstream brands,distributors and manufacturers,we expandedinto the self-operated business in 2019 to better meet evolving procurement and fulfilmentneeds while deepening industry connect
61、ions.We first launched general self-operatedbusiness,where we primarily focus on product categories characterized by high penetrationwith fragmented yet resilient downstreamdemand.Leveraging our ownership andoperation of our Hipac platform,we gather downstream demands to strengthen ourbargaining pow
62、er,ensuring cost-competitive offerings.Through granular analysis ofbuyers purchasing pattern,we source products directly from family care and nutritionproduct brands,their authorized distributors and manufacturers and sell them on Hipacplatform as the vendor.Underpinned by our leading sales network
63、advantage and in-depthunderstanding of the consumer demands in lower-tier market,we maintain efficientinventory turnover under our general self-operated business,with inventory turnover daysof 36,36 and 39 in 2022,2023 and 2024,respectively.For the year ended December 31,2024,there were approximatel
64、y 100,000 paying buyers under our general self-operatedbusiness with over 1,000 SKUs sold.SUMMARY 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTFollowing the successful launch o
65、f general self-operated business,we expanded ourself-operated business and introduced proprietary brand business in 2021.This newbusiness model features curated white brand products from third-party manufacturers,aswell as exclusive self-developed and OEM-produced brand collections.We identify unmet
66、market demand through big data analysis of transaction data accumulated on Hipacplatform as well as through continuous communication between our sales and marketingteam and offline retail stores,and bring a wider range of cost-competitive products toconsumers in lower-tier market.Historically,our pr
67、oprietary brands have demonstratedremarkable growth.For example,our proprietary brand Wonder Miao(喵小俠),becameone of the top 10 childrens food brands on Tmall and Douyin during Double 11 ShoppingFestival in 2022,and recorded GMV growth of over 2,000%in the first year of its launch.In addition,to meet
68、 consumers growing demand for cost-competitive essential FMCGs,weoffer products of high quality at medium prices,creating a distinct competitive edge anddifferentiating ourselves from traditional leading brands that dominate the supermarketshelves.We have gradually built a diversified product matrix
69、 including snacks andcomplementary food for children,dietary supplements for children and adults,womenshealth snacks,and essential FMCGs such as disposable diapers,devoted to providing morehealthy choices for Chinese families.Underpinned by our accumulated efforts in developingproprietary brands,as
70、of December 31,2024,we have incubated and developed 92proprietary brands and series,and cooperated with 153 manufacturers.For the year endedDecember 31,2024,there were over 38,000 paying buyers on our Hipac platform under ourproprietary brand business with over 1,000 SKUs sold.OUR VALUE PROPOSITIONS
71、Through reorganizing the family care and nutrition product supply chain and relyingon approximately 290,000 registered offline retail stores on our platform as of December 31,2024,we are committed to providing a wide variety of user-centric family care and nutritionproducts to consumers in lower-tie
72、r market.Easy and stable access to world top brands;.Supply of cost-effective and high-quality products;and.Meeting diverse demands thoughtfully.OUR COMPETITIVE STRENGTHSWe believe that our sustainable growth in the family care and nutrition product marketcan be propelled by the following competitiv
73、e strengths:.A leading family care and nutrition product commerce and service platform inChina,committed to offering diverse choices to Chinese families in lower-tiermarket;.Closer to lower-tier market that boast the most dynamic and loyal consumer basein China;.Strong synergies across our business
74、lines,catalyzing the growth of proprietarybrands;.Category expansion aligned with consumer demands,exhibiting robust businessdevelopment momentum;.A sophisticated digital marketplace constructed upon in-depth industry insightsand massive data accumulation;and.Visionary management team and corporate
75、culture that fosters innovation.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTOUR STRATEGIESWe intend to further entrench our competitive strengths and implement the fol
76、lowingstrategies:.Strengtheninglinkageswithupstreambrandsanddeepeningcooperativerelationships;.Continuingtodelvedeepintoconsumerdemandsandstrengtheningthedevelopment capabilities of proprietary brands;.Bolstering technological capabilities and leveraging AI to improve operationalefficiency;.Expandin
77、g our global presence;and.Integrating the industry value chain through strategic acquisitions and/orinvestments.BUSINESS MODELWe are a leading commerce and service platform in China,specializing in family careand nutrition products.With insightful observation and in-depth understanding of thechallen
78、ges and opportunities in the family care and nutrition product industry,we havedevelopeddiverseofferingsandrevenuesourcesleveragingourextensiveindustryexperience and strong information technology capabilities.During the Track RecordPeriod,we generated revenue primarily from(i)digital marketplace bus
79、iness,and(ii)self-operatedbusiness,whichincludes(a)generalself-operatedbusiness,and(b)proprietary brand business.Since 2015Since 2019Since 2021Proprietary Brand BusinessGeneral Self-operated BusinessDigital Marketplace BusinessFull-service Digital EcosystemThe following table sets forth a breakdown
80、of our revenue by business line for theyears indicated:Year ended December 31,202220232024RMB000%RMB000%RMB000%Digital marketplacebusiness353,97539.5296,23627.8229,33522.2Self-operated business540,40860.4767,80071.9801,82677.7General self-operatedbusiness266,29829.7443,06741.5579,62356.2Proprietary
81、brandbusiness274,11030.7324,73330.4222,20321.5Others(1)8850.12,7490.31,2380.1Total895,268100.01,066,785100.01,032,399100.0Note:(1)Others mainly comprise revenue generated from offline matchmaking services for upstream vendorsselling certain cosmetics and electronic products to downstream buyers in r
82、are circumstances,whichwas recorded on a net basis as the relevant contracts specified that we did not control the productsprior to their delivery to the buyers.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED
83、“WARNING”ON THE COVER OF THIS DOCUMENTThe following table sets forth our key operating metrics for the years indicated:Year ended/As of December 31,202220232024Number of registered vendors2,4503,2804,241Number of registered buyers249,809273,987289,512Number of transacting buyers(1)167,089172,146167,
84、874Number of core buyers(2)103,489104,26793,764GMV(RMB in millions)(3)14,93512,02810,966Number of SKUs sold under ourself-operated business1,0201,2522,111Number of new SKUs launched under ourproprietary brand business678302643Notes:(1)Transacting buyers refer to buyers which placed at least one orde
85、r on our Hipac platform in therelevant years.(2)Core buyers refer to buyers which placed over 24 orders on our Hipac platform in the relevant years.(3)Including the GMV of the sales by our own online stores on Hipac platform under our self-operatedbusiness.DIGITAL MARKETPLACE BUSINESSChinasfamilycar
86、eandnutritionproductindustryinlower-tiermarketischaracterized by a fragmented structure at both ends,with a multitude of upstreambrands,distributors and manufacturers,and geographically dispersed downstream retailers.Having been dedicated to family care and nutrition product commerce and services fo
87、ryears,we have developed a profound understanding of the demands from and pain points ofmajor industry participants of family care and nutrition product commerce and serviceindustry.Underpinned by our extensive sales network resources and advanced ITcapabilities,we streamlined the multi-layer distri
88、bution model and have developed a fullyintegrated digital marketplace that connects all industry participants and combinesplatform operations and digital tools,aiming to enable diversified monetization whileempowering industry participants by addressing their diverse needs across the entireindustry
89、value chain in various business scenarios.Hipac platform is an end-to-end multifunctional platform designed to optimizebusiness connectivity between vendors and buyers.Our full-service digital ecosystemstreamlines the entire commerce process,covering product catalog management,digitalstorefronts,rea
90、l-time vendor-buyer communication,order processing,settlement andpayment reconciliation.Following its launch in April 2015,our Hipac platform hasdemonstrated remarkable growth,achieving annual GMV of RMB1.0 billion at the end of2016.As of December 31,2024,Hipac platform has become the largest commer
91、ce andservice platform serving businesses in Chinas family care and nutrition product industry inlower-tier market in terms of GMV in 2024,which connected approximately 4,200registered vendors and approximately 290,000 registered buyers covering 31 provinces,municipalities and autonomous regions and
92、 across over 3,000 counties and villagesnationwide.Our Hipac platform offers buyers a wide variety of family care and nutritionSUMMARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCU
93、MENTproducts and other products.The following table sets forth the major categories of productsoffered on Hipac platform:CategoryDescriptionAge of targetcustomersFamily careand nutritionproductsNutritionaledibles andsupplementsInfant formulaInfant and toddleraged 03 years oldDietary supplements,incl
94、uding proteinsupplements,probiotic supplements,eye healthsupplements,mineral supplements,fish oil andbaby health and conditioning products,and milkpowder for older children and adultsOlder children aged4+and adultsFood,snacks and supplements for infants andtoddlerInfant and toddleraged 03 years oldN
95、on-ediblefamily careproductsDisposable diapers for babies and seniors,pacifiers,baby bottles,strollers,cribs,babychairs,scooters,bicycles,tricycles,baby twistcars,baby walkers,disposable sanitary products,infant and child clothing,and maternity wearChildren aged 014years oldMothersElderly individual
96、saged 65+Other productsApparel,cosmetics,digital home appliances,foodand snacks,home cleaning products,books andstationeryAdult or age-neutralThe following table sets forth a breakdown of GMV by major product categories onHipac platform(including the GMV of products under our self-operated business
97、soldthrough Hipac platform)for the years indicated:Year ended December 31,202220232024RMB inmillions%RMB inmillions%RMB inmillions%Family care and nutritionproducts14,389.996.311,516.295.710,572.496.4Nutritional edibles andsupplements12,502.083.710,023.883.39,416.285.9 Infant formula11,564.577.49,10
98、9.175.78,558.178.0 Dietary supplements339.72.3326.82.7174.41.6 Food,snacks andsupplements597.84.0587.84.9683.76.2Non-edible family careproducts1,887.912.61,492.412.41,156.110.5Other products545.53.7511.44.3393.53.6Total14,935.5100.012,027.6100.010,965.9100.0Todeepencollaborationwithfamilycareandnutr
99、itionproductbrandsandmanufacturers,especially infant formula brands,and explore additional monetizationopportunities through platform synergies,we also introduced customized marketingservices in 2017 in exchange for higher commissions.Underpinned by our extensive salesnetwork and deep industry know-
100、how,we provide vendors with data-driven marketanalyses to enhance demand comprehension,identify suitable products fit for targetedpromotions and execute coordinated campaigns across both our Hipac platform and offlinemarketing channels,creating a synergistic ecosystem that drives mutual growth while
101、maximizing market penetration for vendors.SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTSELF-OPERATED BUSINESSEstablished upon the downstream buyer base brought by our H
102、ipac platform and deepcollaboration with upstream manufacturers,we started our self-operated business in 2019to address growing procurement and fulfilment needs while deepening industry connections.The following table sets forth the breakdown of our revenue generated fromself-operated business by ma
103、jor product categories for the years indicated:Year ended December 31,202220232024RMB000%of totalRMB000%of totalRMB000%of totalFamily care and nutritionproducts540,02399.9767,479100.0797,55999.5Nutritional edibles andsupplements314,56158.2560,38973.0680,90985.0Infant formula214,98639.8395,12551.4522
104、,13565.2Food,snacks andsupplements94,51817.5153,24220.086,34810.8Dietary supplements5,0570.912,0221.672,4269.0Non-edible family careproducts225,46241.7207,09027.0116,65014.5Other products(1)3850.13210.04,2670.5Total540,408100.0767,800100.0801,826100.0Note:(1)Other products mainly comprise digital ho
105、me appliances.During the Track Record Period,substantially all of our revenue of self-operatedbusiness was generated from family care and nutrition products,which accounted for99.9%,100.0%and 99.5%of our revenue of self-operated business in 2022,2023 and 2024,respectively.General Self-operated Busin
106、essUnder our general self-operated business,we directly procure products from familycare and nutrition product brands,their authorized distributors and manufacturers and sellthem mainly on Hipac platform as the vendor.Through direct negotiations with upstreamsuppliers,we secure competitive pricing w
107、hile maintaining full control over inventorymanagement,delivery,pricing strategies and after-sales customer services.We makeprocurement decisions based on downstream demand and exercise higher level of qualitycontrol of products on our own.We carefully select products for our general self-operatedbu
108、siness based on analysis of transaction history,transaction preferences and buyerdemand on Hipac platform.We primarily focus on product categories characterized by highpenetration,diverse supply source with fragmented yet resilient downstream demand,wherewe can gather downstream demands leveraging o
109、ur role as the owner and operator of Hipacplatform and achieve stronger bargaining power to ensure cost-competitive offerings.Our general self-operated business is mainly conducted on our own online stores onHipac platform.Products offered under our general self-operated business mainly includeinfan
110、t formula,snacks and supplements,dietary supplements and non-edible family careproducts.Our Proprietary Brand BusinessAs our industry expertise deepened,we expanded into proprietary brand business in2021,encompassing both curated white brand products from third-party manufacturers,and our self-devel
111、oped and OEM-manufactured brand collections.We take the lead in theresearch,development and production of our proprietary brand collections and hold therelevant trademarks and patents,which demonstrates our commitment to maintainingSUMMARY 7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO C
112、HANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTproduct quality and innovation.We identify unmet market demand through big dataanalysis of transaction data accumulated on Hipac platform as well as through continuouscommunication between ou
113、r sales and marketing team and offline retail stores,and westudy the feasibility of developing products to satisfy such demand and engage OEMsuppliers to bring the products to market.We believe this is a high value-addedmonetization model that is exemplary of our ability to utilize big data analysis
114、 and ourmeticulous insight into unmet market demand to unlock the commercial potential of ourecosystem.Sales ChannelsProducts under our self-operated business are mainly sold to downstream buyersthrough our own online stores on Hipac platform,and to a lesser extent,directly toconsumers through our s
115、elf-operated stores on major e-commerce platforms and throughour offline trading partners which do not transact on our Hipac platform.The followingtable sets forth the breakdown of revenue generated from our self-operated business bysales channels for the years indicated:Year ended December 31,20222
116、0232024RMB000%RMB000%RMB000%Hipac platform378,06570.0631,31582.2709,87788.5Third-party e-commerceplatforms83,28515.497,17312.767,3208.4Offline trading partners79,05814.639,3125.124,6293.1Total540,408100.0767,800100.0801,826100.0PRICINGWe determine the pricing of our products and services through a c
117、omprehensiveevaluation of multiple factors.We anticipate the future price trends of our products andservices will not experience material fluctuations.The table below summarizes the businessnature,type of customers,revenue model and pricing model of each of our business line:Business lineBusiness na
118、tureType of customersRevenue modelPricing modelDigital marketplacebusiness.We operate our Hipacplatform as an onlinemarketplacewhereupstream vendors sellfamilycareandnutrition products todownstream buyers.Upstream vendors,includingmanufacturers,distributorsandbrands.Commissions.We charge vendors com
119、missions based onthe GMV of their sales on our Hipacplatform.Ourcommissionratesaresubject to negotiations on a case-by-casebasis,taking into account factors such asproduct categories,transaction volume,whether we deal with product deliveryfor vendors on their behalf and whetherwe provide customized
120、marketing services.For the years ended December 31,2022,2023 and 2024,the average commissionrateswechargedwereapproximately2.5%,2.6%and 2.3%,respectively.Self-operated businessGeneral self-operatedbusiness.We procure familycareandnutritionproductsandtakeinventoryfromupstreamsuppliersand then sell th
121、em todownstreambuyersmainly via our Hipacplatform.Downstreambuyers purchasingproductsonourHipac platform.Our offline tradingpartners.Sale ofproducts.Selling prices of our products under ourgeneralself-operatedbusinessaredeterminedbasedonvariousfactors,includingthemarketprice,ourpurchasing price from
122、 suppliers and theprice of competing products.SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTBusiness lineBusiness natureType of customersRevenue modelPricing modelPropri
123、etary brandbusiness.We offer ourself-developedandOEM-manufacturedfamilycareandnutritionproductsunder our proprietarybrandbusinesstodownstream buyers.Downstreambuyers purchasingproductsonourHipac platform.Individualcustomerspurchasingproductsthroughourself-operatedstoresonmajore-commerceplatforms.Our
124、 offline tradingpartners.Sale ofproducts.Selling prices of the products under ourproprietary brand business are determinedwith reference to the relevant developmentandproductioncostsplusappropriateprofit margins.OUR CUSTOMERS AND SUPPLIERSOur CustomersDuring the Track Record Period,our customers pri
125、marily included(i)vendors on ourdigital marketplace;(ii)buyers of products of our self-operated business;and(iii)ouroffline trading partners.We do not have substantial reliance on any single customer.Foreach of the years ended December 31,2022,2023 and 2024,revenue generated from the fivelargest cus
126、tomers accounted for 10.8%,5.9%and 5.8%of our total revenue,respectively,and revenue generated from the largest customer accounted for 2.9%,1.6%and 1.5%ofour total revenue,respectively.All of our five largest customers during the Track Record Period were IndependentThird Parties.To the best knowledg
127、e of our Directors,none of our Directors,theirrespective associates or any shareholder who owns more than 5%of our issued share capitalhad any interest in any of our five largest customers during the Track Record Period.Our SuppliersDuring the Track Record Period,our suppliers primarily included(i)f
128、amily care andnutrition product brands,their authorized distributors and manufacturers from which wesourced products for our general self-operated business;(ii)OEM suppliers for ourproprietary brand business;(iii)warehousing and logistics service providers;and(iv)cloudservice and transaction process
129、ing service providers for our digital marketplace business.Our products and services are primarily sourced within China.For each of the years endedDecember 31,2022,2023 and 2024,our purchases from the five largest suppliers accountedfor 56.6%,62.9%and 77.6%of our total purchases,respectively,and our
130、 purchases fromthe largest supplier accounted for 22.0%,23.8%and 38.2%of our total purchases,respectively.All of our five largest suppliers during the Track Record Period were IndependentThird Parties.To the best knowledge of our Directors,none of our Directors,theirrespective associates or any shar
131、eholder who owns more than 5%of our issued share capitalhad any interest in any of our five largest suppliers during the Track Record Period.RISK FACTORSOur business faces risks including those set out in the section headed Risk Factors.Some of the major risks that we face include:.Our success depen
132、ds on our ability to generate robust synergies among allparticipants on our digital marketplace.If we fail to maintain or strengthen suchsynergies,our business,results of operations and financial performance may bematerially and adversely affected.SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE
133、AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENT.If we fail to retain existing customers or attract new customers,or if our customerengagement levels and revenue contributions decline,our financial condition andbusiness ope
134、rations may be materially and adversely affected.Our business relies on the lower-tier markets demand for the products on ourdigital marketplace.A material change in consumer demand or preferences,orany unexpected situation with a negative impact on market demand maymaterially and adversely affect o
135、ur business and results of operations.If we cannot manage to grow our business or execute our strategies effectively,our business and prospects may be materially and adversely affected.Our expansion into new product categories and the substantial increases in theproducts we offer may expose us to ne
136、w challenges and more risks.If we are unable to provide satisfactory customer services,our business andreputation may be materially and adversely affected.OUR SINGLE LARGEST SHAREHOLDER GROUPAs of the Latest Practicable Date and the date of this document,Mr.Zhao is able toexercise approximately 42.6
137、2%and 42.88%voting rights in our Company,respectively,through(i)Cross Maze,(ii)HIPAC Incentive and(iii)the voting rights entrusted byEntrusting Shareholders under an acting-in-concert agreement dated September 15,2022,and such voting rights will represent approximately REDACTED%of our issued shareca
138、pitalimmediatelyafterthecompletionoftheREDACTED(assumingtheREDACTED is not exercised and no Shares are issued pursuant to the exercise of shareoptions or vesting of restricted shares granted under the 2015 Share Incentive Scheme).Therefore,Mr.Zhao together with Cross Maze are considered as the Singl
139、e LargestShareholder Group of our Company for the purpose of the Listing Rules.REDACTED INVESTMENTSSince our establishment,we have received multiple series of financing from ourREDACTED Investors.We utilized the proceeds from the REDACTED Investments forpromoting the growth and expansion of our prin
140、cipal business as well as for generalworking capital purposes.Their investments demonstrate their confidence in the operationof our Group and serve as an endorsement of our performance,strength,and prospects.Webelieve that we could benefit from the investors commitment to our Group.See History,Reorg
141、anization and Corporate Structure REDACTED Investments for details of ourREDACTED Investments and the identity and background of our REDACTEDInvestors.REDACTED SHARE INCENTIVE SCHEMESIn order to attract and retain the best available personnel for positions of substantialresponsibility,to provide add
142、itional incentives to selected employees,directors and businesspartners and to promote the success of our Companys business,our Company adopted the2015 Share Incentive Scheme and the 2023 Share Incentive Scheme.For details,seeHistory,Reorganization and Corporate Structure REDACTED Share IncentiveSch
143、emes and Appendix IV Statutory and General Information D.REDACTEDShare Incentive Schemes for details.SUMMARY OF HISTORICAL FINANCIAL INFORMATIONThe following tables set forth summary financial data from our consolidated financialinformation for the Track Record Period,extracted from the Accountants
144、Report set outin Appendix I.You should read this summary in conjunction with our consolidatedfinancial information included in the Accountants Report set out in Appendix I,includingthe accompanying notes,and the information set forth in Financial Information.SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM
145、,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTSelected Information from Consolidated Statements of Profit or Loss and ConsolidatedStatements of Comprehensive IncomeYear ended December 31,202220232024RMB000RMB0
146、00RMB000Revenue895,2681,066,7851,032,399Cost of sales(502,442)(665,325)(697,094)Gross profit392,826401,460335,305Other income and gains23,71939,85032,471Selling and distribution expenses(378,810)(309,470)(255,846)Administrative expenses(96,830)(59,407)(71,225)Research and development expenses(63,371
147、)(35,335)(33,585)Impairment losses on financial assets,net(863)(1,175)(1,443)Other expenses(32,085)(18,849)(5,250)Finance costs(657)(466)(2,964)Fair value gain/(loss)on convertibleredeemable preferred shares157,227(72,989)(76,183)Share of loss of an associate(88)(53)(106)Profit/(loss)before tax1,068
148、(56,434)(78,826)Income tax credit/(expense)(56)(106)1Profit/(loss)for the year1,012(56,540)(78,825)Profit/(loss)for the year attributable to:Owners of the parent1,803(52,131)(78,403)Non-controlling interests(791)(4,409)(422)1,012(56,540)(78,825)Total comprehensive loss for the yearattributable to:Ow
149、ners of the parent(156,138)(83,422)(111,832)Non-controlling interests(791)(4,409)(422)(156,929)(87,831)(112,254)Our revenue increased by 19.2%from RMB895.3 million for the year ended December31,2022 to RMB1,066.8 million for the year ended December 31,2023,primarily due to theincrease in revenue gen
150、erated from our self-operated business,which mainly resulted fromour strategic shift from a scale-driven approach to a profitability-focused model.Ourrevenue remained relatively stable at RMB1,066.8 million for the year ended December 31,2023 and RMB1,032.4 million for the year ended December 31,202
151、4.See FinancialInformation Description of Key Items of Consolidated Statements of Profit or Loss andConsolidated Statements of Comprehensive Income for more detailed discussions in thisregard.Non-HKFRS Financial MeasureTo supplement our financial information,which is presented in accordance withHKFR
152、S Accounting Standards,we also provide adjusted net profit or loss as anon-HKFRS financial measure,which is not required by,or presented in accordancewith,HKFRS Accounting Standards.We believe that this non-HKFRS financial measureSUMMARY 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CH
153、ANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTfacilitates comparisons of operating performance from year to year,aiming to provideuseful information to investors in understanding and evaluating our results of operations inthe same manner
154、it helped our management.However,our presentation of adjusted netprofit or loss(non-HKFRS financial measure)may not be comparable to similarly titledmeasures presented by other companies as they do not have a standardized meaning.Theapplication of the non-HKFRS financial measure has limitations as a
155、n analytical tool,andyou should not consider it in isolation from,or as substitute for analysis of,our results ofoperations or financial condition as reported under HKFRS Accounting Standards.We define adjusted net profit or loss(non-HKFRS financial measure)as profit or lossfor the year adjusted by
156、adding back fair value gain or loss on convertible redeemablepreferred shares and equity-settled share-based payments.We eliminate the potentialimpacts of these items as they are non-cash in nature.In particular,fair value gain or losson convertible redeemable preferred shares are related to the red
157、emption right andpromissory notes granted to our REDACTED Investors.As all Preferred Shares will beautomaticallyconvertedtoordinarysharesuponREDACTED,suchconvertibleredeemablepreferredshareswillbereclassifiedfromliabilitiestoequityuponREDACTED and are not expected to recur thereafter.The following t
158、able reconciles our adjusted net profit or loss(non-HKFRS financialmeasure)for the years indicated:Year ended December 31,202220232024RMB000RMB000RMB000Profit/(loss)for the year1,012(56,540)(78,825)Add:Fair value gain or loss on convertibleredeemable preferred shares(157,227)72,98976,183Equity-settl
159、ed share-based payments25,1212,85228,411Adjusted net(loss)/profit(non-HKFRSfinancial measure)(131,094)19,30125,769Summary of Consolidated Statements of Financial PositionThe following table sets forth our financial position as of the dates indicated:As of December 31,202220232024RMB000RMB000RMB000To
160、tal non-current assets71,990125,362131,220Total current assets1,046,158742,769668,518Total current liabilities(2,849,084)(2,784,330)(2,800,926)Net current liabilities(1,802,926)(2,041,561)(2,132,408)Total assets less current liabilities(1,730,936)(1,916,199)(2,001,188)Total non-current liabilities1,
161、6221,146Net liabilities(1,732,558)(1,917,345)(2,001,188)WerecordednetliabilitiesofRMB1,732.6million,RMB1,917.3millionandRMB2,001.2 million as of December 31,2022,2023 and 2024,respectively,primarilyattributable to the large amount of convertible redeemable preferred shares relating to theredemption
162、right and promissory notes granted to our REDACTED Investors.We hadaccumulated losses of RMB1,728.0 million,RMB1,777.5 million and RMB1,854.3 millionSUMMARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON
163、 THE COVER OF THIS DOCUMENTas of December 31,2022,2023 and 2024,respectively,which also contributed to ourposition of net liabilities during the Track Record Period.We expect to achieve a netcurrent asset and net asset position upon REDACTED,as the convertible redeemablepreferred shares will be recl
164、assified from liabilities to equity upon REDACTED.Our net current liabilities increased from RMB2,041.6 million as of December 31,2023to RMB2,132.4 million as of December 31,2024,primarily due to(i)an increase ofRMB33.1 million in convertible redeemable preferred shares resulting from the changes in
165、fair value of convertible redeemable preferred shares;(ii)an increase of RMB135.0 millionin interest-bearing bank borrowings,primarily resulting from the discount of certain billsreceivable and letter of credit accepted by commercial banks issued by one of oursubsidiaries with total carrying amounts
166、 of RMB116.1 million;and(iii)a decrease ofRMB115.1 million in pledged and time deposits as a result of our investment managementstrategy.Our net current liabilities increased from RMB1,802.9 million as of December 31,2022and RMB2,041.6 million as of December 31,2023,primarily due to(i)a decrease ofR
167、MB158.1 million in restricted cash,as we were searching for more optimal collaborationpayment partner for our digital marketplace and temporarily reduced settlement throughour former collaboration payment partner;(ii)a decrease of RMB158.0 million in financialassets at fair value through profit or l
168、oss(the FVTPL),mainly because we redeemed partof our wealth management products upon maturity;and(iii)an increase of RMB111.6million in convertible redeemable preferred shares resulting from the changes in fair valueof convertible redeemable preferred shares.For details of our financial position,see
169、 Financial Information Discussion ofCertain Key Items from Consolidated Statements of Financial Position.Summary of Consolidated Statements of Cash FlowsThe following table sets forth a summary of our cash flows during the Track RecordPeriod:Year ended December 31,202220232024RMB000RMB000RMB000Net c
170、ash flows used in operating activities(132,576)(6,013)(112,293)Net cash flows from investing activities244,235114,034116,035Net cash flows used in financing activities(9,173)(56,033)(24,718)Net increase/(decrease)in cash and cashequivalents102,48651,988(20,976)Cash and cash equivalents at the beginn
171、ingof the year225,377334,375388,274Exchange gains on cash and cashequivalents6,5121,9111,163Cash and cash equivalents at the end of theyear334,375388,274368,461SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED
172、“WARNING”ON THE COVER OF THIS DOCUMENTKey Financial RatiosThe following table sets forth certain of our key financial ratios as of the dates or forthe years indicated:Year ended December 31,202220232024%Profitability ratiosGross profit margin43.937.632.5Net profit/(loss)margin0.1(5.3)(7.6)Adjusted n
173、et(loss)/profit margin(non-HKFRS financial measure)(14.6)1.82.5As of December 31,202220232024Liquidity ratiosCurrent ratio0.40.30.2See Financial Information Key Financial Ratios for details regarding thecalculation and reasons for the fluctuation of the above ratios.COMPETITIONWe operate in Chinas s
174、teadily growing and increasingly competitive family care andnutrition product industry in lower-tier market.According to Frost&Sullivan,the industryconcentration of Chinas commerce and service of family care and nutrition productindustry in lower-tier market still has a room for growth,with top five
175、 commerce andservice platforms serving businesses jointly accounted for a total market share of 25.9%in2024 in terms of GMV.Our competitors mainly comprise traditional distributors and othercommerce and service platforms.We distinguish ourselves through key factors such as therecognition of brand na
176、me,stable supply chain and extensive sales network.We believe weare well positioned to capitalize on future industry growth,leveraging our preeminentmarket position and extensive market knowledge accumulated over years of operations.SeeIndustry Overview for a detailed discussion on the markets where
177、 we operate.RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGERecent Business and Financial PerformanceSubsequent to December 31,2024,our dietary supplement product line,representingour second growth curve,has maintained its robust growth momentum.In light of theunderstandingofconsumerdemandforhouse
178、holdimmunityenhancementinthepost-pandemic era,our Doctor Jepson brand duly launched double berry and doubleprotein special dietary nutrients(雙莓雙蛋白特殊膳食營養劑)in May 2025,with a dedicatedfocus on the immune health of the whole family.The product innovatively integrates tencore nutritional ingredients to
179、create a three-dimensional and comprehensive immunenutrition solution.Within 15 days of its commercialization,the product achieved sales ofover 20,000 units and exceeded RMB3.4 million in sales,receiving a warm market response.According to our unaudited management accounts,our revenue generated from
180、 proprietarydietary supplement brands increased by approximately 85%in the first four months of 2025as compared with that of the same period in 2024.SUMMARY 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON
181、 THE COVER OF THIS DOCUMENTAccording to our unaudited management accounts,our revenue generated fromcustomized marketing services realized a remarkable growth in the first four months of 2025as compared with that of the same period in 2024,primarily attributable to our deepenedcollaboration with inf
182、ant formula brands.In addition,leveraging our digital marketplacetechnology,we also began to customize O2O order management systems for large familycare and nutrition product brands in 2025 catering to their specific needs,in exchange forsystem development fees of over RMB2.0 million.No Material Adv
183、erse ChangeOur Directors confirm that,up to the date of this document,there has been no materialchanges to our business model and the general economic and regulatory environment inwhich we operate,there has been no material adverse change in our financial or tradingposition or prospects since Decemb
184、er 31,2024,being the date of the latest auditedconsolidated financial position of our Group as set out in the Accountants Report inAppendix I to this document.APPLICATION FOR REDACTED ON THE STOCK EXCHANGEWe have applied to the REDACTED of the Stock Exchange for the grant of theREDACTED of,and permi
185、ssion to REDACTED in,our Shares to be issued pursuant tothe REDACTED(including the Shares which may be issued pursuant to the exercise of theREDACTED)and the Shares to be issued under the 2015 Share Incentive Scheme,on thebasis that,among other things,we satisfy the market capitalization/revenue tes
186、t under Rule8.05(3)of the Listing Rules with reference to(i)our revenue for the year ended December31,2024,being RMB1,032.4 million(equivalent to approximately HK$1,134.1 million),which is significantly over HK$500 million;and(ii)our expected market REDACTED atthe time of REDACTED,which,based on the
187、 low-end of the indicative REDACTEDrange,exceeds HK$4 billion.REDACTED STATISTICSBased on anREDACTED ofHK$REDACTEDper ShareBased on anREDACTED ofHK$REDACTEDper ShareMarket REDACTED of our Shares(1)HK$REDACTEDHK$REDACTEDUnaudited pro forma adjusted net tangibleasset per Share(2)HK$REDACTEDHK$REDACTED
188、Notes:(1)The calculation of REDACTED is based on REDACTED Shares expected to be in issueimmediately upon completion of the REDACTED(assuming the REDACTED is not exercised).(2)The unaudited pro forma net tangible assets per Share is arrived at after the adjustments referred toin the preceding paragra
189、phs and on the basis that REDACTED Shares were in issue immediatelyfollowing the completion of the REDACTED,without taking into account any Shares which maybe allotted and issued upon exercise of the REDACTED and/or share options granted under the2015 Share Incentive Scheme and upon vesting of restr
190、icted shares granted under the 2015 ShareIncentive Scheme.REDACTEDOur REDACTED primarily include REDACTED,professional fees paid to legaladvisers,the Reporting Accountants and other professional parties for their servicesrendered in relation to the REDACTED and the REDACTED.The estimated totalREDACT
191、ED(based on the mid-point of our indicative price range for the REDACTEDand assuming that the REDACTED is not exercised)for the REDACTED areapproximatelyRMBREDACTED(equivalenttoHK$REDACTED)(including(i)SUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONM
192、USTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTED,SFC transaction levy,Stock Exchange trading fees and AFRC transactionlevyforallREDACTEDofapproximatelyHK$REDACTED;and(ii)non-REDACTED related expenses of approximately HK$REDACTED,which consistof(a)feesandexpens
193、esoflegaladvisersandaccountantsofapproximatelyHK$REDACTED;and(b)sponsor fee and other fees and expenses of approximatelyHK$REDACTED),representing REDACTED%of the gross REDACTED(based onthe mid-point of our indicative price range for the REDACTED and assuming that theREDACTED is not exercised)of the
194、REDACTED.During the Track Record Period,wedid not incur any REDACTED.Subsequent to the Track Record Period,approximatelyRMBREDACTED(equivalent to HK$REDACTED)is expected to be recognized asadministrative expenses in the consolidated statements of profit or loss and approximatelyRMBREDACTED(equivalen
195、t to HK$REDACTED)is expected to be recognized as adeduction in equity directly upon the REDACTED.DIVIDENDS AND DIVIDEND POLICYNo dividend has been paid or declared by our Company during the Track RecordPeriod.We do not have a formal dividend policy or a predetermined payout ratio fordividend distrib
196、ution.We are a holding company incorporated under the laws of the Cayman Islands.Therefore,the payment and amount of any future dividends will be contingent upon theavailability of dividends received from our subsidiaries.As advised by our Cayman Islandscounsel,subject to the Cayman Companies Act,a
197、Cayman Islands company may pay adividend out of either profits or share premium account,provided that in no circumstancesmay a dividend be declared or paid if this would result in the company being unable to payits debts as they fall due in the ordinary course of business.Any declaration of dividend
198、swill be at the absolute discretion of our Directors and will depend on our future operationsand earnings,capital requirements and surplus,general financial condition,contractualrestrictions and other factors that our Directors consider relevant.Our Board may alsofrom time to time declare interim di
199、vidends as it deems fit.We cannot guarantee in whatform dividends will be paid in the future.In accordance with the Cayman Companies Actand our Articles of Association,dividends may be declared and paid out of our profits andreserves lawfully available for distribution.We would distribute dividends
200、to our shareholders,mainly through our share premiumand retained earnings,in the future.As we are a holding company,our ability to declareand pay dividends may also depend on the availability of funding received from groupcompanies in the PRC and Hong Kong.Regulations in the PRC currently permit pay
201、mentof dividends of a PRC company only out of accumulated distributable after-tax profits asdetermined in accordance with its articles of association and the accounting standards andregulations in the PRC.Distributions of dividends or settlements from our PRCsubsidiaries may also be restricted if th
202、ey incur debt or losses or in accordance with anyrestrictive covenants in bank credit facilities or other agreements that we or our subsidiariesmay enter into in the future.REDACTEDWe estimate the REDACTED of the REDACTED which we will receive,assumingan REDACTED of HK$REDACTED per REDACTED(being th
203、e mid-end of theREDACTED range stated in this document),will be approximately HK$REDACTED,after deducting the estimated REDACTED and other fees and expenses payable by us inconnection with the REDACTED and assuming the REDACTED is not exercised.SUMMARY 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AN
204、D SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTWe intend to use the REDACTED of the REDACTED for the following purposes:ApproximatelyHK$in millionsPercentage ofREDACTEDFuture PlansREDACTEDREDACTED%strengthen our collaboratio
205、ns with otherparticipants in the ecosystemREDACTEDREDACTED%bolster our technological capabilities andimprove our IT infrastructureREDACTEDREDACTED%selectively pursue strategic alliances,acquisitions and/or investments opportunitiesin the industry value chain when appropriateopportunities ariseREDACT
206、EDREDACTED%working capital and other general corporatepurposesSee Future Plans and REDACTED for further information relating to our futureplans and use of REDACTED from the REDACTED.SUMMARY 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTI
207、ONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTIn this document,unless the context otherwise requires,the following terms shall havethe meanings set out below.Certain technical terms are explained in the section headedGlossary of Technical Terms in this document.2015 Share IncentiveSche
208、metheshareincentiveschemeadoptedbyourCompanyonSeptember 1,2015,and amended on November 19,2020 andJune 12,2025,respectively,the principal terms of which aredescribedinAppendixIVStatutoryandGeneralInformation D.REDACTED Share Incentive Schemes 1.2015 Share Incentive Scheme2015 ContractualArrangementt
209、he contractual arrangement adopted in July 2015 in relation toHangzhou Yangtuo Internet2020 ContractualArrangementthe contractual arrangement adopted in February 2020 inrelation to Hangzhou Hitun2023 Share IncentiveSchemethe share incentive scheme adopted by our Company on August1,2023 and amended o
210、n June 12,2025,the principal terms ofwhich are described in Appendix IV Statutory and GeneralInformation D.REDACTED Share Incentive Schemes 2.2023 Share Incentive SchemeAccountants Reportthe report of the Reporting Accountants,the text of which is setout in Appendix I to this documentAFRCthe Account
211、ing and Financial Reporting Council of Hong KongAnchorSino HPK Holdings Limited,an exempted company with limitedliabilityincorporatedintheCaymanIslands,oneofourREDACTED investorsArticles or Articlesof Associationthe articles of association of our Company(as amended fromtime to time),adopted on,which
212、 will become effective uponthe REDACTED,a summary of which is set out in AppendixIII to this documentAudit Committeethe audit committee of the BoardBoard or Board ofDirectorsthe board of directors of our Companybusiness day(s)orBusiness Day(s)any day(other than a Saturday,Sunday or public holiday)on
213、which banks in Hong Kong are generally open for business to thepublicBVIthe British Virgin IslandsDEFINITIONS 18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTCACthe Cyberspace Ad
214、ministration of China(中華人民共和國國家互聯網資訊辦公室)REDACTEDREDACTEDCayman CompaniesAct or CompaniesActthe Companies Act,Cap.22(Law 3 of 1961,as consolidated andrevised)of the Cayman Islands,as amended or supplemented orotherwise modified from time to timeREDACTEDREDACTEDChairmanthe chairman of the BoardChina o
215、r the PRCthe Peoples Republic of China,but for the purpose of thisdocument and for geographical reference only and except wherethe context requires otherwise,reference in this document toChina and the PRC do not apply to Hong Kong and MacauSpecial Administrative Region of the PRC and Taiwanclose ass
216、ociate(s)has the meaning ascribed to it under the Listing RulesCompaniesOrdinancethe Companies Ordinance(Chapter 622 of the Laws of HongKong),as amended or supplemented or otherwise modified fromtime to timeCompanies(WindingUp andMiscellaneousProvisions)Ordinancethe Companies(Winding Up and Miscella
217、neous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong),as amendedor supplemented or otherwise modified from time to timeCompany or ourCompany or theCompanyYangtuo Technology Inc.,an exempted company incorporatedunder the laws of the Cayman Islands with limited liability onApril 28,2015conne
218、cted personhas the meaning ascribed to it under the Listing Rulesconnectedtransactionhas the meaning ascribed to it under the Listing Rulescore connectedperson(s)has the meaning ascribed to it under the Listing RulesDEFINITIONS 19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND T
219、HATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTCross MazeCrossMazeHoldingsLimited,aBVIbusinesscompanyincorporated in the BVI on April 27,2015,which is whollyowned by Mr.Zhao and is one of our Single Largest ShareholderGroup membersCSRCthe China Secu
220、rities Regulatory Commission(中國證券監督管理委員會)Dear HeroDear Hero Limited,a BVI business company incorporated in theBVI on April 27,2015,which is wholly-owned by Mr.XiaoJiantao(肖建濤),the chief technology officer of the CompanyDirector(s)the director(s)of our CompanyEcho PlusEcho Plus Leilei Limited,a BVI b
221、usiness company incorporatedin the BVI on May 22,2019,which is wholly-owned by Ms.XuHong(徐虹),an executive Director and chief operation officer ofthe CompanyEITthe PRC enterprise income taxEIT Lawthe PRC Enterprise Income Tax Law of the Peoples Republic ofChina(中華人民共和國企業所得稅法)EntrustingShareholder(s)M
222、r.Wu Tao(吳濤),Mr.Ni Huan(倪歡),Mr.Xiao Jiantao(肖建濤),Mr.Zhang Meigen(張梅根),Ms.Xu Hong(徐虹),Ms.YangQianqian(楊倩倩)and Mr.Yang Wenjie(楊文杰)Exchange Participanta person(a)who,in accordance with the Listing Rules,maytrade on or through the Stock Exchange and(b)whose name isentered in a list,register or roll kept
223、 by the Stock Exchange as aperson who may trade on or through the Stock ExchangeExtreme Conditionsextreme conditions as announced by the government of HongKong in the case where a super typhoon or other natural disasterof a substantial scale serious affects the working publics abilityto resume work
224、or brings safely concern for a prolonged periodREDACTEDREDACTEDDEFINITIONS 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTFITE RegulationstheRegulationsforAdministrationofForeig
225、ninvestedTelecommunicationsEnterprises(外商投資電信企業管理規定),whichwerepromulgatedbytheStateCouncilonDecember 11,2001,and subsequently amended on September10,2008,February 6,2016 and recently on March 29,2022 by theDecision of the State Council on Revising and Repealing CertainAdministrativeFrost&SullivanFro
226、st&Sullivan(Beijing)Inc.,Shanghai Branch Co.,anIndependent Third PartyFrost&SullivanReport or F&SReportanindependentindustryreportcommissionedbyusandprepared by Frost&Sullivan for the purpose of this documentFun CanFun Can Limited,a BVI business company incorporated in theBVI on April 27,2015,which
227、is wholly-owned by Mr.Wu Tao(吳濤),a non-executive Director and the director of externalstrategic cooperation department of the CompanyGalaxy BetaGalaxy Beta Limited,a BVI business company incorporated inthe BVI on June 29,2021,which is wholly-owned by Ms.YangQianqian(楊倩倩),the chief financial officer
228、and joint companysecretary of the CompanyREDACTEDREDACTEDGlamourousSerenadeGlamourousSerenadeLimited,aBVIbusinesscompanyincorporatedintheBVIonApril27,2015,whichiswholly-owned by Mr.Ni Huan(倪歡),one of the EntrustingShareholdersREDACTEDREDACTEDGreater Chinathe geographical regions including mainland C
229、hina,Hong Kong,Macau Special Administrative Region of the PRC and TaiwanGroup,our Group,we,our or usthe Company,its subsidiaries and/or consolidated affiliatedentities at the relevant time or,where the context otherwiserequires,in respect of the period before the Company became theholding company of
230、 its present subsidiaries,such subsidiariesand businesses operated by them or their predecessors(as thecase may be)DEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTHan
231、gzhou HIPACInternetHangzhou HIPAC Internet Technology Co.,Ltd.(杭州海拍客網絡科技有限公司),a limited liability company established in thePRC on June 18,2015 and a wholly-owned subsidiary of ourCompanyHangzhou YangtuoTradingHangzhou Yangtuo Trading Co.,Ltd.(杭州洋駝貿易有限公司),a limited liability company established in t
232、he PRC on January18,2016 and a wholly-owned subsidiary of our CompanyHangzhou HitunHangzhou Hitun Trading Co.,Ltd.(杭州嗨豚貿易有限公司),alimited liability company established in the PRC on September20,2018 and a wholly-owned subsidiary of our CompanyHangzhou YangtuoInternetHangzhou Yangtuo Internet Technolog
233、y Co.,Ltd.(杭州洋駝網絡科技有限公司),a limited liability company established in thePRC on February 28,2015 and a wholly-owned subsidiary of ourCompanyHIPAC IncentiveHIPACIncentivePlanLimited,aBVIbusinesscompanyincorporatedintheBVIonJuly28,2023,holdingtherestricted shares under the 2023 Share Incentive SchemeRED
234、ACTEDREDACTEDREDACTEDREDACTEDHK$,Hong Kongdollars,HKdollars or centsHong Kong dollars and cents respectively,the lawful currency ofHong KongHKFRS AccountingStandards orHKFRSHong Kong Financial Reporting Standards,amendments and therelated interpretations issued by the Hong Kong Institute ofCertified
235、 Public AccountantsREDACTEDREDACTEDDEFINITIONS 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDHong Kong or HKthe
236、Hong Kong Special Administrative Region of the PRCREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDHong Kong TakeoversCode or TakeoversCodeThe Codes on Takeovers and Mergers and Share Buy-backsissued by the SFC,as amended,supplemented or otherwisemodified from time to timeDEFINITIONS
237、23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDREDACTEDREDACTEDHongkong HiyangHongkong Hiyang Trade Limited(香港嗨洋貿易有限公司),aprivate company limited by shares incorp
238、orated under the lawsof Hong Kong on August 12,2020 and a wholly-ownedsubsidiary of our CompanyIndependent ThirdParty(ies)third party(ies)who is,to the best knowledge of our Directorshaving made due and reasonable enquiries,not a connectedperson of the Company(having the meaning ascribed to it under
239、the Listing Rules)REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTJointownJiuzhoutong Medical Group Co
240、rp.(九州通醫藥集團股份有限公司),a joint stock company established in the PRC on March 9,1999 and has been listed on Shanghai Stock Exchange sinceNovember 2010(stock code:600998),one of our REDACTEDinvestorsLatest PracticableDateJune 20,2025,being the latest practicable date prior to theprinting of this document
241、for the purpose of ascertaining certaininformation contained in this document prior to its publicationREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDListing Rulesthe Rules Governing the Listing of Securities on the StockExchange of Hong Kong Limited,as amended or supplementedfrom time to timeM&A Ru
242、lesthe Regulations on Merger with and Acquisition of DomesticEnterprises by Foreign Investors(關於外國投資者併購境內企業的規定)jointly issued by the MOFCOM,the State-ownedAssets Supervision and Administration Commission of the StateCouncil,the SAT,the CSRC,SAMR,and the SAFE on August8,2006,effective as of September
243、 8,2006 and amended on June22,2009Main Boardthe stock market(excluding the option market)operated by theStock Exchange which is independent from and operated inparallel with GEM of the Stock ExchangeMemorandum orMemorandum ofAssociationthe memorandum of association of our Company(as amendedfrom time
244、 to time),adopted on,which will become effectiveupon REDACTED,a summary of which is set out in AppendixIII to this documentMIITthe Ministry of Industry and Information Technology of thePRC(中華人民共和國工業和信息化部)Mr.ZhaoMr.Zhao Chen(趙晨),an executive Director,chairman of theboard,chief executive officer and o
245、ne of our Single LargestShareholder Group membersDEFINITIONS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTMOFCOMMinistry of Commerce of the PRC(中華人民共和國商務部)NDRCthe National Dev
246、elopment and Reform Commission of the PRC(中華人民共和國國家發展和改革委員會)NominationCommitteethe nomination committee of the BoardREDACTEDREDACTEDOlivia OceanOlivia Ocean Limited,a BVI business company incorporated inthe BVI on October 14,2022,which is wholly-owned by Mr.Yang Wenjie(楊文傑)REDACTEDREDACTEDPBOCthe Pe
247、oples Bank of China(中國人民銀行),the central bank ofthe PRCPeoples Congressthe PRCs legislative apparatus,including the National PeoplesCongressandallthelocalpeoplescongresses(includingprovincial,municipal,and other regional or local peoplescongresses)as the context may require,or any of themPRC Governme
248、nt orStatethe central government of the PRC and all governmentalsubdivisions(includingprovincial,municipalandotherregional or local government entities)and its organizations ofsuch government or,as the context requires,any of themPRC Legal AdvisorsHaiwen&Partners,our legal advisors as to PRC lawsPre
249、ferred Share(s)Series A Preferred Shares,Series B Preferred Shares,Series B+Preferred Shares,Series C Preferred Shares,Series C+PreferredShares and Series D Preferred SharesDEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWIT
250、HTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTREDACTEDInvestmentsthe REDACTED investments in our Company undertaken bythe REDACTED Investors,details of which are set out in thesectionheadedHistory,ReorganizationandCorporateStructureREDACTEDInvestorsthe investors in our Company prior to our
251、REDACTED as setout in History,Reorganization and Corporate Structure in thisdocumentREDACTED ShareIncentive Scheme(s)2015 Share Incentive Scheme and 2023 Share Incentive SchemeREDACTEDREDACTEDPVGPrinceville Global MIC Investments Limited,a BVI businesscompany established in BVI on March 13,2020,one
252、of ourREDACTED InvestorsRegulation SRegulation S under the U.S.Securities ActReorganizationthereorganizationofourGroupinpreparationfortheREDACTED,details of which are set forth in History,Reorganization and Corporate Structure in this documentReportingAccountantsErnst&YoungRMB or Renminbithe lawful
253、currency of the PRCSAFEState Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局)SAFE Circular 13Notice on Further Simplifying and Improving the ForeignExchange Administration Policies for Direct Investment(國家外匯管理局關於進一步簡化和改進直接投資外匯管理政策的通知)promulgated by SAFE in February 2015SAFE Circular 37N
254、otice on Issues Relating to Foreign Exchange Control forOverseas Investment and Financing and Round-tripping byChinese Residents through Special Purpose Vehicles(國家外匯管理局關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知)promulgated by SAFE in July 2014DEFINITIONS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SU
255、BJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTSAICState Administration for Industry and Commerce of the PRC(中華人民共和國國家工商行政管理總局),nowknownasStateAdministration for Market Regulation(國家市場監督管理總局)SAMRState Administration for Market R
256、egulation of the PRC(中華人民共和國國家市場監督管理總局)SASACtheState-ownedAssetsSupervisionandAdministrationCommission of the State Council of the PRC(中華人民共和國國務院國有資產監督管理委員會)SAT or STAState Administration of Taxation of the PRC(中華人民共和國國家稅務總局)Series A PreferredShare(s)series A preferred shares of our Company,of nomin
257、al or parvalue of US$0.0001 eachSeries B PreferredShare(s)series B preferred shares of our Company,of nominal or parvalue of US$0.0001 eachSeries B+PreferredShare(s)series B+preferred shares of our Company,of nominal or parvalue of US$0.0001 eachSeries C PreferredShare(s)series C preferred shares of
258、 our Company,of nominal or parvalue of US$0.0001 eachSeries C+PreferredShare(s)series C+preferred shares of our Company,of nominal or parvalue of US$0.0001 eachSeries D Investmentthe series D investment conducted by our Company as describedin History,Reorganization and Corporate StructureSeries D In
259、vestor(s)Anchor,HH HPK Holdings Limited,PVG,and Shunwei GrowthLimitedSeries D PreferredShare(s)series D preferred shares of our Company,of nominal or parvalue of US$0.0001 eachSFCthe Securities and Futures Commission of Hong KongSFO or Securitiesand FuturesOrdinancethe Securities and Futures Ordinan
260、ce(Chapter 571 of the Lawsof Hong Kong),as amended or supplemented from time to timeShare(s)ordinary shares in the capital of our Company with nominalvalue of US$0.0001 eachDEFINITIONS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWIT
261、HTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTShareholder(s)holder(s)of SharesSingle LargestShareholder Grouphave the meaning ascribed thereto in the Listing Rules,andunless the context otherwise requires,refer to,Mr.Zhao andCross MazeREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDSole Spo
262、nsorCITIC Securities(Hong Kong)LimitedREDACTEDREDACTEDTrack Record Periodthe three financial years ended December 31,2022,2023 and2024U.S.or UnitedStatesthe United States of America,its territories,its possessions andall areas subject to its jurisdictionU.S.Securities Actthe United States Securities
263、 Act of 1933,as amended andsupplemented or otherwise modified from time to time,and therules and regulations promulgated thereunderREDACTEDREDACTEDREDACTEDREDACTEDUS$,USD or U.S.dollarsUnited States dollars,the lawful currency of the United StatesVATvalue added taxWhite BoneWhite Bone Limited,a BVI
264、business company incorporated inthe BVI on April 27,2015,is wholly-owned by Mr.ZhangMeigen(張梅根)DEFINITIONS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTYangtuo Technology(HK)Y
265、angtuo Technology(HK)Limited(洋駝網絡科技（香港）有限公司),a private company limited by shares incorporated under thelaws of Hong Kong on May 7,2015 and a wholly-ownedsubsidiary of our Company%per centThe English translation of the PRC entities,enterprises,nationals,facilities,regulationsin Chinese included in th
266、is document is for identification purposes only.To the extent there isany inconsistency between the Chinese names of the PRC entities,enterprises,nationals,facilities,regulations and their English translations,the Chinese names shall prevail.DEFINITIONS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE A
267、ND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTThis glossary of technical terms contains terms used in this document as they relate toour business.As such,these terms and their meanings may not always correspond tostandard
268、industry meaning or usage of these terms.AIartificial intelligencealgorithmaprocedureorsetofrulesusedincalculationandproblem-solving by computer systemsAppapplication software designed to run on smartphones and othermobile devicesbig datalarge and diverse dataset that can reveal concealed patterns,u
269、nidentifiedconnections,markettendencies,customerinclinations,and other beneficial information resources undernew processing model that enhances decision-making power,insight and processing optimization capabilitiesCAGRcompound annual growth ratecloudthe computers and connections that support cloud c
270、omputingcloud-basedapplications,services or resources made available to users ondemand via the internet from a cloud computing providersservers with access to shared pools of configurable resourcesCOVID-19coronavirus disease 2019,a disease caused by a novel virusdesignated as severe acute respirator
271、y syndrome coronavirusDevOps systema set of practices,tools,and cultural philosophies that aim tobridgethegapbetweensoftwaredevelopment(Dev)andoperations(Ops)teams,whichemphasizescollaboration,automation,andintegrationthroughoutthesoftwaredevelopment lifecycleESGenvironmental,social and governancefa
272、mily care andnutrition productsproducts designed to meet the caregiving and nutritional needs ofall family members across all life stages,including both generalitems suitable for all family members and those tailored tospecific age groups or life stagesfirst-tier citiesfor the purpose of this docume
273、nt,Beijing,Shanghai,Guangzhouand Shenzhen in the PRCGLOSSARY 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTFMCG(s)orfast-movingconsumer good(s)products that are sold quickly at
274、 relatively low costs,which aretypically consumed or replaced frequently,making them a staplein daily lifeGFAgross floor areaGMVgross merchandise volume,the value of paid transactions ofproducts on our platform by buyers,regardless of whether suchbuyers subsequently seek or obtain refundsHRhuman res
275、ourceITinformation technologyKPI(s)key performance indicator(s)KYCknowyourcustomer,aprocessthatobtainsandverifiescustomer informationlower-tier citiesfor the purpose of this document,any other cities in the PRCthat are not categorized as first-tier and second-tier citieslower-tier marketfor the purp
276、ose of this document,the extensive regions beyondthe urban areas of first-and second-tier cities,encompassing allthird-and below-tier cities,as well as all rural towns and villagesoutside urban areas of first-and second-tier citiesmarketplacean operation model for e-commerce,where an operator such a
277、sus sets up and maintains an online platform for third-partyvendors to sell,and buyers to buy products,on which theoperator charges commissionsnon-edible family careproductsproducts designed for personal care needs of family members,primarily including maternal,infant and child care products,aswell
278、as elderly care productsnutritional edibles andsupplementsproducts that support nutritional supplementation for familymembers,which include infant formula,dietary supplements andfood,snacks and supplementsO2Oonline to offline,representing systems enticing consumers withina digital environment to mak
279、e purchases of goods or servicesfrom physical businessesOEMoriginal equipment manufacturerR&Dresearch and developmentGLOSSARY 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTseco
280、nd-tier citiesforthepurposeofthisdocument,Chengdu,Hangzhou,Chongqing,Suzhou,Wuhan,Xian,Nanjing,Changsha,Tianjin,Zhengzhou,Dongguan,Wuxi,Ningbo,Qingdao,Hefei,Foshan,Shenyang,Kunming,Jinan,Xiamen,Fuzhou,Wenzhou,Changzhou,Dalian,Shijiazhuang,Nanning,Harbin,Jinhua,Nanchang,Changchun,Nantong,Quanzhou,Gui
281、yang,Jiaxing,Taiyuan,Huizhou,Xuzhou,Shaoxing,Zhongshan,Taizhou,Yantai,Zhuhai,Baoding,Weifang,and Lanzhou inthe PRCSKUstock keeping unit,the smallest unit of product information,whichisdistinguishedfromotherproducttypesbymanufacturer,function,material,size,color,packaging,warranty term and other attr
282、ibutessq.m.square meterGLOSSARY 33 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTThis document contains certain forward-looking statements representing our goals,expectation and v
283、iews of future events,and actual results or outcomes may differ materiallyfrom those expressed or implied.Such forward-looking statements are subject to certainrisks,uncertaintiesandassumptions.Forward-lookingstatementstypicallycanbeidentified by the use of words such as will,would,estimate,expect,a
284、nticipate,plan,aim,going forward,believe,may,intend,ought to,continue,project,should,seek,potential and the negative of these words and other similarexpressions.Although we believe that our expectations are reasonable,we can give noassurance that these expectations will prove to have been correct,an
285、d actual results mayvary materially.These forward-looking statements include,but are not limited to,statements relatingto:.our business and operating strategies and the various measures we use toimplement such strategies;.our operations and business prospects,including development plans for ourexist
286、ing and new businesses;.the future competitive environment for the industry which we operate in;.the regulatory environment as well as the general industry outlook for theindustry which we operate in;.future developments in the industry which we operate in;.general economic trends in which we operat
287、e our business;.our ability to control costs and expenses;.our dividend policy;.capital market developments;.the actions and developments of our competitors;.change or volatility in interest rates,equity prices,volumes,operations,margins,risk management and overall market trends;and.all other risks
288、and uncertainties described in the section headed Risk Factors.Forward-looking statements may and often do differ materially from actual results.Any forward-looking statements in this document reflect our managements current viewwith respect to future events and are subject to risks relating to futu
289、re events and otherrisks,uncertainties and assumptions.See Risk Factors,Business and FinancialInformation for more details.FORWARD-LOOKING STATEMENTS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE CO
290、VER OF THIS DOCUMENTShould one or more of these risks or uncertainties materialize,or should the underlyingassumptions prove to be incorrect,our financial condition may be adversely affected andmay vary materially from the goals we have expressed or implied in these forward-lookingstatements.Except
291、as required by applicable laws and regulations,including the ListingRules,we undertake no obligation to publicly update or revise any forward-lookingstatements,whether as a result of new information,future events or otherwise.Accordingly,investors should not place undue reliance on any forward-looki
292、ng information.In thisdocument,statements of or references to our intentions or those of our Directors are madeas of the date of this document.Any such intentions may change in light of futuredevelopments.FORWARD-LOOKING STATEMENTS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE A
293、ND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTAn REDACTED in our Shares involves various risks.You should carefully considerall the information in this document and in particular the risks and uncertainties describedbelow before making an REDAC
294、TED in our Shares.The occurrence of any of the following events could materially and adversely affect ourbusiness performance,financial condition,results of operations or prospects.If any of theseevents occur,the REDACTED price of our Shares could decline and you may lose all orpart of your REDACTED
295、.You should seek professional advice from your relevantadvisors regarding your prospective REDACTED in the context of your particularcircumstances.RISKS RELATING TO OUR BUSINESS AND INDUSTRYOur success depends on our ability to generate robust synergies among all participants on ourdigital marketpla
296、ce.If we fail to maintain or strengthen such synergies,our business,results ofoperations and financial performance may be materially and adversely affected.Our ability to create strong synergies among upstream vendors,downstream buyers,logistics service providers and other participants on our digita
297、l marketplace is critical to oursuccess.The extent to which we are able to maintain and strengthen these synergies dependson our ability to:.offer a secure and open platform environment for all participants;.provide quality products and services that meet the evolving needs of participantson our dig
298、ital marketplace;.optimize platform performance and user experience to drive efficiency andenhance the appeal of our products and services for all participants;.balance the interests of all participants on our digital marketplace;.maintain and improve the quality of our customer services;and.continu
299、e to adapt to the constantly changing demands of lower-tier market inChina.If our existing and new products and services fail to provide the expected benefits toparticipants on our digital marketplace,the level of engagement of these participants andtheir transaction activities on our digital market
300、place may decrease,which could materiallyand adversely affect our market share,business,results of operations and prospects,financial performance,as well as our reputation and brands.In addition,we may incurhigher costs and expenses as a result of adjusting existing or introducing new products andse
301、rvices.These costs may encompass technological upgrades,personnel training,and supplychain adjustments,thereby further compressing the profit margins.New products andservices may also subject us to meeting additional regulatory or licensing requirements.Failure to comply with any such new regulatory
302、 or licensing requirements could materiallyRISK FACTORS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTand adversely affect our business and results of operations.In addition,ch
303、anges we maymake to balance the needs and interests of the various participants on our digitalmarketplace may be viewed positively from one participant groups perspective(such asupstream vendors)but may be viewed negatively from another groups perspective(such asdownstream buyers).If we fail to bala
304、nce the interests of all participants on our digitalmarketplace,they may stop utilizing our digital marketplace,conduct fewer transactions oruse alternative platforms of other competitors,which may trigger a chain reaction andweaken our platforms network effects.Any of which could result in a materi
305、al adverseeffect on our business,results of operations and financial performance.If we fail to retain existing customers or attract new customers,or if our customer engagementlevels and revenue contributions decline,our financial condition and business operations maybe materially and adversely affec
306、ted.As of December 31,2024,we had over 4,200 registered vendors and approximately290,000 registered buyers covering 31 provinces,municipalities and autonomous regionsand across over 3,000 counties and villages nationwide.The number of registered vendorson our platform increased from 2,450 as of Dece
307、mber 31,2022 to 4,241 as of December 31,2024,representing a CAGR of 31.6%.The buyers transacting ratio,calculated astransacting buyers as a percentage of buyers which logged into our Hipac platform for atleast once in the relevant years,increased from 81.3%in 2022 to 83.3%in 2023,and furtherincrease
308、d to 84.8%in 2024.We are also able to maintain high buyer engagement,with theaverage number of orders per transacting buyer per month amounting to 7 and the averagenumber of orders per core buyer per month amounting to 11 in 2024,respectively.Correspondingly,our total revenue demonstrated an overall
309、 growth during the TrackRecord Period,which increased from RMB895.3 million in 2022 to RMB1,032.4 million in2024,representing a CAGR of 7.4%.Such growth was mainly driven by a combination offactors,such as our expansion into more geographic regions,diversification in productcategories and efficiency
310、 and attractiveness of our platform and service offerings.Ourbusiness success is dependent upon(i)our ability to retain and expand our user base;(ii)theability of upstream vendors to maintain high-quality product supplies and meet thedemandsofdownstreambuyerstosustaintheirsalesperformanceandrevenuec
311、ontribution;and(iii)popularity and market recognition of our self-operated brands.Our customer growth may gradually decline as our customer base expands and as weoccupy a larger market share.If our customer growth rate declines,our business growth willbe increasingly dependent on our ability to incr
312、ease our business with existing customerbase.There is no guarantee that the number of customers or the level of their business withus would not decline.If our customers are unable to sustain their sales performance,purchase amount or revenue contribution,our business and prospects may be materiallya
313、nd adversely affected.Our customer retention,growth rate and the level of our customers business andrevenue contribution could be negatively affected if:.we fail to maintain competitive pricing of our products and service offerings atlevels that are both acceptable to our customers and profitable fo
314、r us;RISK FACTORS 37 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENT.consumers in the lower-tier market gradually accelerate their adaptation to onlineshopping,reducing reliance on
315、 local offline retail stores,resulting in the loss ofmarket share by offline retail stores;.weareunabletocontinuouslyupgradeourplatformandmaintainitstechnological leadership,openness and security;.we fail to introduce new and improved products or services,or we introduce newproducts or services that
316、 do not achieve favorable market reception;.we are unable to present product information on out platform in a way which isattracting,useful and relevant to buyers;.our customer service team fails to provide satisfying services;.we encounter technical or other relevant issues that prevent us from del
317、iveringproducts and services on agreed terms;.there are adverse changes in government policies affecting the family care andnutrition product industry;and.we,our products under self-operated brands,or the overall family care andnutrition product industry are facing negative publicity.In addition,a d
318、ecrease in customer retention,growth or the level of their business withus may reduce our bargaining power,which may have a material adverse effect on ourbusiness prospects and competitive landscape in the market.Our business relies on the lower-tier markets demand for the products on our digitalmar
319、ketplace.A material change in consumer demand or preferences,or any unexpectedsituation with a negative impact on market demand may materially and adversely affect ourbusiness and results of operations.Our business relies on the lower-tier markets demand for the products offered on ourdigital market
320、place,covering nutritional edibles and supplements,non-edible family careproducts and other products.This depends on factors such as(i)local consumer preferencesand needs,(ii)birth rate,(iii)consumer spending patterns,(iv)household disposableincome,(v)diversity of our product offerings,and(vi)consum
321、er perceptions of andconfidence in the product quality on our platform.Changes in any of the above at any timecould result in fluctuations in the market demand for the products offered on our digitalmarketplace.Our business growth will depend partly on our ability to(i)accuratelyanticipate changes i
322、n market demand and consumer preferences in the lower-tier market,(ii)introduce new and attractive products in a timely manner,(iii)differentiate our productsand services from those of our competitors and maintain our pricing advantage,and(iv)develop appropriate and effective marketing and sales str
323、ategies accordingly.RISK FACTORS 38 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTIf we fail to anticipate or respond to changes in the choices and preferences of thelower-tier ma
324、rket or adjust the product portfolio on our platform that satisfy the lower-tiermarkets evolving demand in a timely manner,our market share,business and profitabilitycould be materially and adversely affected.A material change in consumer demand orpreferences could result in lower transaction amount
325、 on our platform,put pressure onproduct pricing or lead to increased levels of sales and marketing expenses.In addition,anyunexpected situation affecting the lower-tier market may also materially and adverselyaffect our business and results of operations.In addition,our self-operated business primar
326、ily focuses on family care and nutritionproducts,which exhibit significant growth potential in Chinas lower-tier market.There canbe no assurance that these products will continue to be accepted by consumers or that wewill be able to anticipate or respond to changes in consumers preferences in a time
327、lymanner.Our failure to anticipate,identify or react to these particular changes couldadversely affect our sales performance and our profitability.If we cannot manage to grow our business or execute our strategies effectively,our businessand prospects may be materially and adversely affected.We cont
328、inue to execute a number of strategies to expand our business with notableresults achieved.As of December 31,2024,we have established cooperative relationshipswith approximately 290,000 registered buyers,forming a comprehensive family care andnutrition products sales network covering over 3,000 coun
329、ties and villages across China.Our total revenue increased from RMB895.3 million in 2022 to RMB1,032.4 million in2024,representingaCAGRof7.4%.Ourself-operatedbusiness,inparticular,demonstratedsubstantialgrowthinrevenuefromRMB540.4millionin2022toRMB801.8 million in 2024 with a CAGR of 21.8%.For detai
330、ls of our businessexpansionstrategies,seeBusinessOurStrategiesandFuturePlansandREDACTED.While our business has been continually growing,we cannot assure youthat we are able to sustain our historical growth rate for various reasons,such as theuncertainty of the growth prospects of family care and nut
331、rition products in the lower-tiermarket,and our ability to upgrade our products and services and to successfully competewithin the industry.In contrast to first-and second-tier market in China,the family careand nutrition product industry in lower-tier market has its own distinctive characteristics,
332、such as mom economy characteristics,a massive and growing potential consumer base,complex purchasing drivers with emphasis on value-added services,continued heavyreliance on traditional offline distribution channels among retail stores,high homogeneityof standardized products and low branding in non
333、-standard categories,and a slowerprocess of digitalization compared to more developed first-and second-tier market.Wecannot assure you that our future development will continue at the current pace.RISK FACTORS 39 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADED“WARNING”ON THE COVER OF THIS DOCUMENTMoreover,our anticip
0731-84720580
sgpjbg002
友链申请 (QQ)：1169843351
研报
新质生产力
DeepSeek
低空经济
大模型
AI Agent
AI Infra
具身智能
自动驾驶
宠物
银发经济
人形机器人
企业出海
算力
微短剧
薪酬
白皮书
创新药
人工智能
AI产业
信息科技
互联网
消费经济
汽车交通
电商零售
传媒娱乐
医药健康
投资金融
能源环境
地产建筑
传统产业
英文报告
其它
最新报告
中英对照
全文搜索
报告精选
PDF上传翻译
多格式文档互转
入驻&报告售卖
会员权益
机构报告
券商研报
财报库
专题合集
英文报告
数据图表
会议报告
其他资源
行业聚焦
芯片产业
热点概念
全球咨询智库
人工智能
500强
新质生产力
会议峰会
新能源汽车
企业年报
互联网
公司研究
行业综观
消费教育
科技通信
医药健康
人力资源
投资金融
汽车产业
物流地产
电子商务
传统产业
传媒营销
其它
2025低空经济/低空产业报告合集（共50套打包）
十五五规划系列报告合集（共22套打包）
AI、科技与通信
广告、传媒与营销
消费、零售与支付
HR、文化与旅游
金融、保险与投资
能源、环境与工业
医疗制药与大健康
物流、地产与建筑
其他行业
AI ▪ 科技 ▪ 通信
数字化
金融财经
智能制造
电商传媒
地产建筑
医疗医学
能源化工
其他行业
收藏
下载
2025-07-14
AI查数
行业数据
政策法规
商业模式
产业链
竞争格局
市场规模
产业概述
其它
2025年
AI读财报
年报
一季报
半年报
三季报
IPO招股书
社会责任报告
A股
IPO申报
港股
美股&全球
新三板
扫码登录
手机快捷登录
账号登录
