Commencing in September 2020 and up to December 2025, we conducted the business of gene therapy R&D, which was a business subject to the then effective Special Administrative Measures (Negative List) for Foreign Investment Access (the “Negative List”), through Frontera Qisheng (known as Frontera Biotechnology (Suzhou) Co., Ltd. (方拓生物科 技（蘇州）有限公司) at that time when it was registered in Suzhou, China) under certain Historical Contractual Arrangements.
Summary · 第 15 页
In light of relevant regulatory developments and our corporate strategy, we began the process of unwinding and terminating the Historical Contractual Arrangements, which was completed in December 2025.
In order to conduct the Relevant Business in compliance with the applicable PRC laws and regulations, Shanghai DAO, our wholly-owned subsidiary, has entered into the Contractual Arrangements with PPIO Shanghai and the Registered Shareholders.
Summary · 第 5 页
Given that the Registered Shareholders, namely Ms. Lyu and Mr. Wang, are connected persons of our Company, the transactions contemplated under the Contractual Arrangements constitute continuing connected transactions of our Company after the [REDACTED].
Due to foreign investment restrictions under the PRC laws, we have entered into the Contractual Arrangements whereby our Group, through Puxiang Investment, has maintained effective maximum control as commercially practicable over our VIE Hospitals.
Summary · 第 9 页
(1) Control by Puxiang Investment over the rights of Puxiang Ren’ai as a shareholder of the VIE Hospitals through the following agreements: (i) the shareholders’ rights entrustment agreement, (ii) the shareholders’ powers of attorney, (iii) the exclusive call option agreement, and (iv) the equity pledge agreements.
Summary · 第 10 页
(2) Control by Puxiang Investment over the benefits that Puxiang Ren’ai is entitled to, as a shareholder of the VIE Hospitals, through (i) the business cooperation agreements and (ii) the exclusive service agreements.
Due to foreign investment restrictions under the relevant PRC and Indonesian laws and regulations, our Company is unable to own or hold any direct equity interest in the Consolidated Affiliated Entities conducting part of our businesses.
Summary · 第 6 页
Our PRC Legal Advisor confirmed that the FIL does not specify contractual arrangements as a form of foreign investment.
Summary · 第 8 页
In that regard, if there are no other promulgated national laws, administrative regulations, administrative rules or regulatory requirements prohibiting or restricting the operation of or affecting the legality of contractual arrangements, the FIL will not have a material adverse impact on the PRC Contractual Arrangements, and each of the agreements under the PRC Contractual Arrangements and the legality and validity of the PRC Contractual Arrangements would not be affected.
We have entered into a set of Contractual Arrangements with the Registered Shareholders for conducting our principal business.
Summary · 第 17 页
The Consolidated Affiliated Entities under our Contractual Arrangements are engaged in the provision of (i) whole-course healthcare management service, which are provided by Weimai Technology, Weimai Yixun, Hainan Weimai Network, Weimai Telemedicine Center and Weimai Internet Hospital, and (ii) insurance intermediary services, which are provided by Ronghai Insurance and Censhi Insurance.
In order to comply with PRC laws and regulations and maintain effective control over the operation of such businesses, we have entered into the Contractual Arrangements which allow us to enjoy substantially all of the economic benefits derived from the operations of our Consolidated Affiliated Entity, namely Hangzhou Meijian.
Summary · 第 12 页
In 2023, 2024 and 2025, Hangzhou Meijian contributed to 0.5%, 0.4% and 0.3% of the total revenue of the Group, respectively.
Summary · 第 12 页
Our Company has undertaken to the Stock Exchange that, among others, we will complete the adjustment of the Contractual Arrangements to further comply with the "narrowly tailored" requirements under the Guide for New Listing Applicants within six months from its Listing Date, and proactively pursue a 50% : 50% shareholding split under which our Consolidated Affiliated Entity will be held 50% by our WFOE and 50% by the Registered Shareholders.
Our Group operates certain businesses that are classified as foreign investment restricted or prohibited under the current PRC laws and regulations.
Summary · 第 14 页
To comply with the PRC laws and regulations and maintain effective control over the operation of the relevant businesses, our Group has entered into the Contractual Arrangements, which enable the results of operations, assets and liabilities of the Consolidated Affiliated Entities to be consolidated into the results of operations, assets and liabilities of the Group under the IFRS Accounting Standards as if they are subsidiaries of the Company.
In order to comply with such laws, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we control our Consolidated Affiliated Entities through the Contractual Arrangements entered into on March 30, 2023.
Summary · 第 11 页
Pursuant to the Contractual Arrangements, we have effective control over the financial and operational policies of our Consolidated Affiliated Entities and are entitled to all the economic benefits derived from the Consolidated Affiliated Entities’ operations.
Relevant PRC laws and regulations restrict foreign ownership of value-added telecommunications service providers.
Summary · 第 19 页
Instead, we decided that, in line with common practice in the PRC for industries subject to foreign investment restrictions, we would gain effective control over, and receive all the economic benefits generated by the businesses currently operated by our Consolidated Affiliated Entities through the Contractual Arrangements between the WFOE, on the one hand, and our Consolidated Affiliated Entities and Beijing Xitui, on the other hand.
健康160国际有限公司160 Health International Limited02656.HK
通过合约安排控制三家并表关联实体
We have entered into a series of Contractual Arrangements with the Consolidated Affiliated Entities and their respective Registered Shareholders.
Summary · 第 19 页
The Registered Shareholder of Weikang Zhiyuan and Renren Weikang is Jianchen Technology, which is in turn wholly-owned by Mr. Luo.
Summary · 第 20 页
As advised by our PRC Legal Advisors, given that (i) no statutory and/or contractual rights of first refusal have been granted to Wuhan Ruer and Wuhan Guanggu, and (ii) Shenzhen Ningyuan will not be converted into a limited liability company in the future, the legality and enforceability of the Contractual Arrangements with Shenzhen Ningyuan would not be affected by virtue of Wuhan Ruer’s and Wuhan Guanggu’s shareholders’ rights in Shenzhen Ningyuan.
Due to foreign investment restrictions under PRC laws and for the purpose of complying with privacy and data security regulations under the PRC laws, our Company is restricted from holding or owning any direct equity interest in our Consolidated Affiliated Entities conducting our businesses.
Summary · 第 30 页
Therefore, without any other promulgated national laws, administrative regulations, administrative rules or regulatory requirements prohibiting or restricting the operation of or affecting the legality of contractual arrangements, the Foreign Investment Law will not have a material adverse impact on the Contractual Arrangements, and each of the agreements under the Contractual Arrangements and the legality and validity of the Contractual Arrangements would not be affected.
Due to regulatory restrictions on foreign ownership in the PRC, we entered into the Contractual Arrangements whereby we have acquired effective control over our Consolidated Affiliated Entities which carry out certain businesses of our Group in the PRC that are subject to foreign investment restrictions.
Summary · 第 18 页
The Contractual Arrangements enable us to receive substantially all of the economic benefits derived from our Consolidated Affiliated Entities in consideration for the services provided by Shouhui Chuangxiang, and hold an exclusive option to purchase all or part of the equity interests and assets of our Consolidated Affiliated Entities when and to the extent permitted by PRC laws.
Summary · 第 18 页
the requirement of limiting the term of the Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, subject to certain conditions.
Due to foreign ownership restrictions under the relevant PRC laws, regulations and regulatory practices, it is not viable for our Company to (i) hold Fujian Health Road and its subsidiaries directly through equity ownership to conduct our remote medical consultation services, or (ii) directly hold more than 50% equity interests in Fujian Health MedTech to conduct our value-added telecommunications services businesses.
Summary · 第 21 页
As of the Latest Practicable Date, Fujian Health MedTech was held as to 50% and 50% by Mr. Zhang and Health Road HealthTech, respectively.
The operations of our Consolidated Affiliated Entities are subject to various foreign ownership restrictions under PRC laws and regulations. In order to maintain and exercise control over our Consolidated Affiliated Entities, we have adopted Contractual Arrangements.
Summary · 第 22 页
We have completed filing with the CSRC on March 22, 2024 for the Listing and the Global Offering in accordance with the Trial Measures.
Investment in certain areas of the industries in which our Consolidated Affiliated Entities currently operate is subject to restrictions under current PRC laws and regulations.
Summary · 第 10 页
In line with common practice in industries in the PRC subject to foreign investment restrictions, we would gain effective control over, and receive all the economic benefits generated by, the businesses currently operated by our Consolidated Affiliated Entities through the Contractual Arrangements entered into between Chenqi Mobility, Qichen Technology and the Registered Shareholders on July 10, 2019 and as amended on August 11, 2023.
Summary · 第 10 页
For the risks relating to the Contractual Arrangements, see the section headed “Risk Factors – Risks Relating to Our Corporate Structure” in this Prospectus.
The services provided by us are subject to foreign ownership prohibitions and restrictions under the PRC laws.
Summary · 第 18 页
In order to comply with PRC laws and regulations and maintain effective control over Beijing Changxing and its subsidiary, we have entered into the Contractual Arrangements through which we are able to exercise control over and enjoy all the economic benefits from the operations of Beijing Changxing and its subsidiary.
Summary · 第 18 页
As of the Latest Practicable Date, Beijing Changxing was owned as to 60.5755% by Mr. SONG, 10.5362% by Mr. ZHU Min, 10.5362% by Mr. LI Jinlong, 10.5362% by Mr. LI Yuejun and 7.8159% by Mr. DUAN Jianbo, who were the Registered Shareholders.
After consultation with our PRC Legal Adviser, we determined that it was not viable for our Company to hold Cloud Factory and its subsidiaries directly through equity ownership.
Summary · 第 11 页
Instead, we decided that, in line with common practice in the industries subject to foreign investment restrictions in the PRC, we would gain effective control over the Consolidated Affiliated Entities through the Contractual Arrangements among, Wuxi Lingjingyun, Cloud Factory and the Registered Shareholders.
Summary · 第 11 页
Moreover, the Implementation Rules are also silent on whether foreign investment includes contractual arrangements.
In order to comply with such laws and regulations, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we control our Consolidated Affiliated Entities through the Contractual Arrangements entered into on December 31, 2022.
Summary · 第 9 页
(i) the principal businesses of Easou Shenzhen, Shenzhen Dahuatong, Shenzhen Chuangtu and Guangzhou Tianshitong involve the operation of online entertainment, including publication of games and music, whereas the principal business of Shenzhen Eayou, Guangzhou Ledian, Easou Beijing, Shenzhen Taite, Shanghai Yinggao and Shenzhen New Drive involve internet cultural activities, including but not limited to online advertising or online reading platform services, which fall within the scope of internet cultural business;
Summary · 第 10 页
Pursuant to the Contractual Arrangements, we have effective control over and are entitled to receive all the economic benefits generated by the businesses currently operated by the Consolidated Affiliated Entities.
Our business in certain areas of the industry in which we currently operate is subject to foreign investment prohibitions under current PRC laws and regulations, therefore we do not directly own any equity interests in our Consolidated Affiliated Entities.
Summary · 第 20 页
We control our Consolidated Affiliated Entities through the Contractual Arrangements, pursuant to which we have effective control over, and receive all the economic benefits generated by the businesses currently operated by our Consolidated Affiliated Entities.
As advised by our Indonesian Legal Advisor, the maximum foreign direct investment in a company providing payment services is limited to 49%.
Summary · 第 14 页
Starlink, our subsidiary, has entered into the Contractual Arrangements with Indonesian nationals for each of the Indonesian OpCos to consolidate control over and derive the economic benefits from such Indonesian OpCos.
Summary · 第 14 页
The business and operations of the Indonesian OpCos remain in developmental stage and their respective contribution to the Group’s assets and revenue remains substantially lower than 5% for each of the years/period comprising the Track Record Period.