紅星冷鏈（湖南）股份有限公司 章程（草案）（H股發行後適用） 2025年6月 – 1 – | 第一章 | 總則 | 3 | | --- | --- | --- | | 第二章 | 經營宗旨和範圍 | 5 | | 第三章 | 股份 | 5 | | 第一節 | 股份發行 | 5 | | 第二節 | 股份增減和回購 | 10 | | 第三節 | 股份轉讓 | 12 | | 第四章 | 股東和股東會 | 16 | | 第一節 | 股東 | 16 | | 第二節 | 股東會的一般規定 | 26 | | 第三節 | 股東會的召集 | 29 | | 第四節 | 股東會的提案與通知 | 32 | | 第五節 | 股東會的召開 | 34 | | 第六節 | 股東會的表決和決議 | 38 | | 第五章 | 董事會 | 46 | | 第一節 | 董事 | 46 | | 第二節 | 董事會 | 52 | | 第三節 | 獨立非執行董事 | 58 | | 第四節 | 董事會專門委員會 | 63 | | 第六章 | 總經理及其他高級管理人員 | 65 | | 第七章 | 監事會 | 68 | | 第一節 | 監事 | 68 | | 第 ...

Core Insights - The article highlights the strong performance of the Hong Kong stock market in early 2026, particularly focusing on the cold chain logistics company, Hongxing Cold Chain, which has established itself as a leader in the industry with a unique business model and strong financial metrics [1]. Group 1: Business Model - Hongxing Cold Chain employs an innovative "transaction + warehousing" model that integrates specialized low-temperature storage with an active trading platform, creating an ecological closed loop that enhances efficiency and reduces costs for customers [2]. - This model allows the company to generate revenue from both renting out stores for frozen food transactions and providing storage services, resulting in dual income streams [2]. Group 2: Financial Performance - The company has maintained a gross margin above 50% and a net profit margin between 33% and 38% from 2022 to the first half of 2025, significantly outperforming the logistics industry average [2]. - The gross margin for store rental services has increased from 57.1% in 2022 to 65.3% in the first half of 2025, reflecting strong profitability [2]. - Hongxing Cold Chain has distributed a total of 200 million yuan in cash dividends from 2022 to 2024, demonstrating its robust operational stability and commitment to shareholder returns [2]. Group 3: Service Matrix - The company has developed a comprehensive cold chain service ecosystem that integrates unloading services, trunk logistics, and other value-added services, achieving a breakthrough from "point" to "chain" [3]. - Over 70% of customers have utilized both warehousing and rental services, with collaborative customer revenue consistently maintaining around 80% [3]. - The store rental rate exceeds 94%, and the renewal rate remains above 90%, indicating high customer retention and loyalty [3]. Group 4: Technological Infrastructure - Hongxing Cold Chain's competitive edge is supported by its automated technology-driven infrastructure, including a new cold storage facility set to enhance efficiency through automated conveyor systems and high-rise storage racks [4]. - The company employs advanced temperature control systems to maintain storage conditions at or below -18°C, ensuring product safety and quality [4]. - The integration of IoT technology allows for real-time monitoring of the cold storage environment, with backup power systems ensuring uninterrupted operations [4]. Group 5: Market Position - Hongxing Cold Chain serves over 700 clients and operates in eight provinces across China, solidifying its position as the largest cold chain storage service provider in Central China and Hunan [5]. - The company is well-positioned for future growth due to its regional advantages, strong profitability, unique ecological closed loop, and clear growth strategy, making it a rare long-term investment opportunity in the Hong Kong stock market [5].

Core Insights - The Hong Kong stock market continues to thrive, with the red star cold chain (01641) emerging as a key player in the cold chain logistics sector, leveraging its unique "transaction + storage" model and advanced automation technology to establish a competitive advantage [1] Group 1: Business Model and Financial Performance - The company integrates specialized low-temperature storage with an active trading platform, creating an ecosystem that enhances efficiency and reduces costs for customers while generating dual revenue streams from rental and storage services [2] - From 2022 to the first half of 2025, the company maintained a gross margin above 50% and a net profit margin between 33% and 38%, significantly outperforming the logistics industry average [2] - The gross margin for rental services increased from 57.1% in 2022 to 65.3% in the first half of 2025, reflecting strong profitability and a commitment to shareholder returns, with cash dividends totaling 200 million yuan from 2022 to 2024 [2] Group 2: Comprehensive Cold Chain Services - The company has developed a full-service cold chain ecosystem through partnerships, integrating unloading services, trunk logistics, and value-added services to achieve a breakthrough from "point" to "chain" [3] - Over 70% of customers utilize both storage and rental services, with collaborative customer revenue consistently around 80%, and a store rental rate exceeding 94% with a renewal rate above 90% [3] Group 3: Automation and Technological Infrastructure - The company’s regional leadership is supported by automated technology, with a new cold storage facility utilizing automated conveyor lines and high-rise storage racks to enhance efficiency [4] - Advanced temperature control systems maintain storage conditions at or below -18°C, with IoT technology enabling real-time monitoring and immediate alerts for any temperature deviations [4] - The company operates two major storage bases in Changsha with a total design capacity exceeding 1 million cubic meters, serving over 700 clients across eight provinces, solidifying its position as the largest cold chain storage provider in Central China [4] Group 4: Future Outlook - With its regional advantages, robust profitability, unique ecosystem, and clear growth plans, the company is poised to strengthen its leadership position in the market, making it a rare long-term investment opportunity in the Hong Kong stock market [5]

Core Viewpoint - Hongxing Cold Chain officially launched its IPO on December 31, 2025, with plans to list on the Hong Kong Stock Exchange under the stock code "1641" on January 13, 2026 [1][5]. Group 1: IPO Details - The IPO subscription period runs from December 31, 2025, to January 8, 2026 [5]. - A total of 23,263,000 H-shares will be offered globally, with 2,326,500 shares available for public sale in Hong Kong and 20,936,500 shares for international sale [3]. - The offering price is set at HKD 12.26 per H-share, plus various fees including a 1% brokerage commission and other transaction fees [3]. Group 2: Financial Performance - For the year ending December 31, 2022, the revenue from frozen food storage services was RMB 137.368 million, accounting for 58.0% of total revenue [6]. - In the first half of 2023, revenue from frozen food storage services increased to RMB 132.813 million, representing 65.8% of total revenue [6]. - The company projects revenue from frozen food storage services to reach RMB 160.018 million in 2024, which would account for 68.5% of total revenue [6]. Group 3: Use of Proceeds - The net proceeds from the IPO will be used to construct a new processing plant and cold storage warehouse over the next four years, equipped with processing equipment and systems for frozen food processing services [6]. - Funds will also be allocated to upgrade existing business equipment, IT infrastructure, and software, including investments in artificial intelligence technology to enhance operations and customer service [6]. - The company plans to seek strategic acquisitions and partnerships to strengthen its position within the cold chain ecosystem [6].

Investment Rating - The report assigns a rating of 4.9 for the IPO, indicating a reasonable pricing based on the company's performance, industry outlook, and valuation [11] Core Insights - The company, Hongxing Cold Chain, is a provider of frozen food storage and rental services, with a significant operational base in Hunan Province, China [1] - The company has a strong market position, being the largest provider of frozen food storage services in Central China and Hunan Province, with market shares of 2.6% and 13.6% respectively [3] - The revenue projections for the company show a decline in 2023, followed by growth in 2024 and a slight increase in the first half of 2025, with expected revenues of RMB 2 billion, RMB 2.3 billion, and RMB 1.2 billion respectively [2] Company Overview - Hongxing Cold Chain offers services including sorting, classification, packaging, inventory tracking, and rental of frozen food stores, with a total storage capacity exceeding 1 million cubic meters [1] - The company has served over 700 clients, maintaining a utilization rate of over 88% for its storage services and over 94% for its rental services during the historical performance period [1] Industry Status and Outlook - The frozen food storage service market in China is projected to reach RMB 25.6 billion by 2024, with a compound annual growth rate (CAGR) of 4.2% from 2020 to 2024 [3] - The frozen food store rental service market is expected to grow from RMB 2.2 billion in 2024 to RMB 2.9 billion by 2029, with a CAGR of 6.0% from 2025 to 2029 [3] Advantages and Opportunities - The company can provide a complete cold chain service matrix and possesses an automated technological foundation [4] Weaknesses and Risks - The industry faces intense competition and high levels of homogeneity, which may impact the company's warehouse utilization and rental rates, subsequently affecting performance [5] Fundraising and Use of Proceeds - The company anticipates a net fundraising amount of HKD 250 million, with approximately 57.5% allocated for building a new processing plant and expanding storage facilities [10]

Summary of Key Points Core Viewpoint The Hong Kong IPO market saw significant activity in the past week, with 29 companies submitting listing applications, highlighting a robust interest in public offerings despite varying performance metrics among the companies involved [3][4]. Group 1: IPO Applications and Hearings - A total of 29 companies submitted IPO applications during the week of December 29, 2025, to January 4, 2026, including notable firms like BlueFocus (蓝色光标) and Stone Technology (石头科技) [3][4]. - Only one company, Longqi Technology (龙旗科技), successfully passed the Hong Kong Stock Exchange hearing [3][4]. - Ten companies initiated their IPO processes, including Jinxun Resources (金浔资源) and Ruibo Biotechnology (瑞博生物) [3][4]. Group 2: Companies Successfully Listed - Seven companies officially listed on the Hong Kong Stock Exchange, including Woan Robotics (卧安机器人) and Linqingxuan (林清轩) [3][4]. - Linqingxuan's stock opened at HKD 85, reflecting a 9.3% increase on its first trading day [22]. - Woan Robotics opened at HKD 73.8 and closed at HKD 73.85, showing slight movement on its debut [20]. Group 3: Company Performance Metrics - Tianjiu Qifu (天九企服) reported a revenue of RMB 725 million for the first half of 2025, a decrease of 37.9% year-on-year, while net profit surged by 241.3% to RMB 2.508 billion [10]. - Stone Technology (石头科技) achieved a revenue of RMB 12.055 billion for the first nine months of 2025, marking a 72.3% increase, although net profit fell by 29.5% to RMB 1.038 billion [11]. - Longqi Technology (龙旗科技) recorded a revenue of RMB 31.332 billion for the first nine months of 2025, down 10.3%, with a net profit of RMB 507 million, up 17.7% [12]. Group 4: Upcoming IPOs and Market Activity - Red Star Cold Chain (红星冷链) initiated its IPO process on December 31, 2025, planning to issue 23.263 million shares at an expected price of HKD 12.26 per share [13][14]. - Zhaoyi Innovation (兆易创新) also started its IPO on December 31, 2025, with plans to issue 28.916 million shares at a price range of HKD 132-162 [17][18]. - A-share companies like Zhejiang Rongtai (浙江荣泰) and Juchen Co. (聚辰股份) announced preparations for their IPOs in Hong Kong [22].

Core Viewpoint - In 2025, Hong Kong Stock Exchange (HKEX) achieved a record high of 114 IPOs, raising a total of HKD 285.8 billion, marking a strong recovery from previous years' lows and positioning itself as a leading global exchange [1]. Company Overview - Hongxing Cold Chain was established in 2006 in Changsha, Hunan Province, providing cold food store leasing and cold food storage services, effectively connecting wholesalers and retailers in the cold food supply chain [2]. - The company holds a significant market position, with a 2.6% market share in the cold food storage service market in Central China and a 13.6% share in Hunan Province, ranking first in both regions [2][3]. Market Position - In the cold food store leasing market, Hongxing Cold Chain has an 8.8% market share in Central China and a dominant 54.7% share in Hunan Province, indicating a near-monopolistic position [3]. - As of the end of 2024, the company served over 700 clients, with a total cold storage capacity exceeding 1 million cubic meters, equivalent to over 230,000 tons [3]. Financial Performance - The company's revenue from 2022 to 2024 was CNY 236.736 million, CNY 201.760 million, and CNY 233.576 million, with net profits of CNY 79.112 million, CNY 75.312 million, and CNY 82.880 million respectively [4]. - The gross profit margin has been relatively high, recorded at 50.1%, 57.7%, and 52.8% over the past three years, attributed to its market position and unique business model [5]. Business Model - Hongxing Cold Chain's business model integrates cold food trading platforms with cold storage facilities, allowing for multiple revenue streams and creating synergies [7]. - The core business includes cold storage services, which accounted for 68.5% of total revenue in 2024, followed by leasing services at 18.1% and handling services at 11.1% [6]. Industry Outlook - The cold chain logistics industry is characterized by regional features, with the Central China cold food cold chain service market expected to grow at a CAGR of 8.5% from 2025 to 2029 [8]. - The industry is transitioning from fragmentation to scale and intelligence, with a competitive landscape featuring both national giants and regional leaders like Hongxing Cold Chain [8]. Future Prospects - The industry has significant growth potential, supported by national policies aimed at reducing agricultural product losses and the rising demand for low-temperature storage due to the booming prepared food sector [9]. - Compared to other listed cold chain companies, Hongxing Cold Chain has a higher gross margin despite its smaller scale, which may lead to a valuation premium due to its regional dominance [9].

Core Viewpoint - The Hong Kong IPO market remains active, with significant improvements in new share performance, including an average first-day increase of 38% and a low failure rate of 28%, marking the best performance in five years [1] Company Overview - Red Star Cold Chain (01641) is set to launch its IPO from December 31, 2025, to January 8, 2026, with a global offering of 23.263 million H-shares priced at HKD 12.26 per share, aiming for a total market capitalization of approximately HKD 1.203 billion and a price-to-earnings ratio of about 13.04 times [2][3] - The company has a strong backing from cornerstone investors, indicating confidence in its long-term value [2] Business Model and Strategy - Red Star Cold Chain has been deeply rooted in the cold chain market for nearly 20 years, evolving from a frozen food trading platform to a comprehensive service provider [3] - The company operates on a dual-driven model combining storage services and trading platforms, focusing on the needs of merchants [3][4] - It has developed a full industry chain system, including cold storage, import-export trade, e-commerce, customs operations, processing, and logistics [4] Financial Performance - The company maintains a high gross profit margin above 50% and a net profit margin between 33% and 38%, significantly outperforming the industry average of 8%-12% [5] - Red Star Cold Chain holds a leading market position in the central region and Hunan province, with a market share of approximately 54.7% in cold storage services [5][6] Market Expansion - The company aims to expand beyond Hunan into the broader central market, with plans to allocate about 57.5% of IPO proceeds for new capacity to meet growing demand [6][7] - The central region is projected to experience significant growth in the cold chain market, with a compound annual growth rate of approximately 6.6% for cold storage services and 8.5% for cold chain services from 2025 to 2029 [7][9] Industry Environment - The cold chain logistics industry is positioned for growth, supported by favorable policies and increasing consumer demand [9] - The "14th Five-Year Plan" emphasizes the importance of cold chain logistics in agricultural and pharmaceutical sectors, providing a framework for high-quality development [9] Competitive Landscape - Red Star Cold Chain faces new competition from Yuhu Cold Chain, which is establishing a significant presence in the local market, prompting the company to seek growth opportunities outside Hunan [7][10] - The company benefits from its parent company, Red Star Industrial, which has established a robust agricultural product trading network across multiple provinces, enhancing its market entry capabilities [10][11]

免责声明：本文内容与数据仅供参考，不构成投资建议，使用前请核实。据此操作，风险自担。 （记者 曾健辉） 每经讯，福慧达12月31日发布公告称，为推进公司在相关产业领域的战略布局，在不影响公司主营业务 正常开展、确保公司经营资金需求的前提下，子公司福慧达（香港）有限公司已于2025年12月29日与红 星冷链（湖南）股份有限公司及相关方签署基石投资协议，参与其在香港上市相关股票认购，投资总额 为人民币2000万元。根据《公司章程》及《对外投资管理制度》相关规定，无需提交董事会及股东会审 议。 ...

Core Viewpoint - Hongxing Cold Chain (Hunan) Co., Ltd. is set to launch its IPO on January 13, 2026, aiming to raise funds for expansion and upgrades in the cold chain logistics sector [1] Group 1: Company Overview - Hongxing Cold Chain is headquartered in Changsha, Hunan Province, specializing in frozen food trading platforms and cold storage services [2] - The company holds a leading position in the central region of China, with a market share of 2.6% in cold storage services and 13.6% in Hunan Province [2] - Hongxing Cold Chain operates a unique "cold storage service + trading platform" dual-driven model, serving wholesalers and retailers in the frozen food supply chain [2] Group 2: Financial Performance - The company has shown steady revenue growth, with revenues of RMB 237 million, RMB 202 million, RMB 234 million, RMB 112 million, and RMB 118 million for the years 2022 to 2025 [3] - Gross profit margins have consistently remained above 50%, with figures of 50.1%, 57.7%, 52.8%, 54.2%, and 53.3% during the same period [3][4] - Net profits for the same years were RMB 79.1 million, RMB 75.3 million, RMB 82.9 million, RMB 41.3 million, and RMB 39.7 million, with net profit margins ranging from 33% to 38% [3][4] Group 3: Market Position and Strategy - The cold chain logistics market in China is entering a phase of high-quality development, with a significant portion of revenue from processing services [5] - Hongxing Cold Chain plans to allocate approximately 57.5% of the IPO proceeds to build a new processing plant and expand cold storage warehouses [5] - The company aims to enhance its integrated industry layout by reserving about 19.7% of the funds for strategic acquisitions and partnerships [5]