Quantgroup Holding Limited （量化派控股有限公司） （於開曼群島註冊成立的有限公司） 股份代號：2685 公司董事會之 審核委員會的 職權範圍 於2025年11月11日採納 1 釋義 於本職權範圍內，除文義另有所指外，下列詞彙具有以下涵義： 「公司」 指 量化派控股有限公司； 「董事」 指 公司所有的董事，且「董事」指任何一位董事； 「集團」 指 公司及其附屬公司； 「獨立非執行董事」 指 符合上市規則所載獨立性規定的非執行董事，且「獨 立非執行董事」指任何一位獨立非執行董事； 2 「董事會」 指 公司董事會； 「委員會」 指 公司董事會之審核委員會； 「上市規則」 指 香港證券交易所有限公司證券上市規則；及 「高級管理層」 指 公司通訊文件中不時指稱之高級管理層人員。 目的 1. 委員會的主要目的為協助及支持董事會：(i)確保本公司設有符合上市規則的有效財 務申報、風險管理及內部監控制度；(ii)監督本公司的財務報表的完整性；(iii)評核 本公司的外聘核數師的資格；及(iv)確保本公司、其內部核數師和外聘核數師三方 之間的有效溝通。 成員 會議程序 3 1. 委員會應至少由三名董 ...

Core Viewpoint - The stock of Quantitative Group (02685) is set to debut on the Hong Kong Stock Exchange on November 27, with significant initial trading activity indicating a strong market interest, as evidenced by a price surge of over 201% from its offering price [1] Group 1 - Quantitative Group's stock is priced at HKD 29.50 in the dark market, reflecting a substantial increase from the initial offering price of HKD 9.80 [1] - The increase in stock price translates to a profit of HKD 9,850 per lot of 500 shares, excluding transaction fees [1]

| 36.231 | | 269.70% | 十档 | 成交 | | --- | --- | --- | --- | --- | | | | | 29.160 | | | | | | 29.140 | | | | | | 29.120 | | | | | | 29.100 | | | | | | 29.080 | | | 9.800 | | | 29.060 | | | | | | 29.040 | | | | | | 29.020 | | | | | | 29.000 | | | | | | 28.980 | 50( | | | | | 28.900 | 50( | | -16.631 ● 价位 ● 均价 | | -269.70% | 28.880 | | | 分时量 | 量:34000 | | | | 83500 28.860 50( 28.840 28.820 28.800 MACD MACD(12,26,9):-1.669 DIF:-1.576 DEA:-0.742 28.780 28.760 28.740 28.720 16:15 18:30 分时 5分 日K 1分 立即买入 立即卖出 • 行情来源 ...

公司法（經修訂） 開曼群島 公司法（經修訂） 開曼群島 QUANTGROUP HOLDING LIMITED 量化派控股有限公司 獲豁免股份有限公司 經修訂及重列組織章程大綱及細則 （根據於2025年11月14日通過的特別決議案採納， 並於股份於香港聯合交易所有限公司主板上市之日起生效） QUANTGROUP HOLDING LIMITED 量化派控股有限公司 的 經修訂及重列組織章程大綱 獲豁免股份有限公司 （根據於2025年11月14日通過的特別決議案採納， 並於股份於香港聯合交易所有限公司主板上市之日起生效） 1 名稱 本公司名稱為量化派控股有限公司。 2 註冊辦事處 本公司註冊辦事處位於Harneys Fiduciary (Cayman) Limited of 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands，或董 事會可不時決定的開曼群島境內其他地點。 3 宗旨及能力 在本大綱第8段的規限下，本公司成立的宗旨並無限制，且本公司應有全部權力及授 ...

Group 1: Industry Overview - The digital economy is reshaping the consumption landscape, expanding boundaries and reconstructing value creation logic [1] - China's online consumption market is experiencing strong growth, with the market size projected to increase from 13.9 trillion yuan in 2020 to 25.7 trillion yuan in 2024, and expected to reach 41.2 trillion yuan by 2029 [3] - In the first eight months of this year, the national online retail sales increased by 9.6% year-on-year, outpacing the overall growth of social consumer goods retail [3] Group 2: Company Profile - The company, Quantitative Wave, focuses on the online market in China, driven by its mission to "digitally drive the world and intelligently illuminate life" [3] - Utilizing its self-developed AI technology platform, the company provides intelligent and precise consumption experiences for consumers and partners [3] - As of May 31, 2025, Quantitative Wave has attracted over 60.3 million registered terminal customers through its online market, creating growth and synergy for its business partners [4] Group 3: Future Outlook - The integration of digital technology with new consumption scenarios is leading to a favorable development trend in online consumption, indicating a broad industry outlook [4] - The company has built efficient integration capabilities in high-frequency consumption scenarios such as e-commerce and O2O automotive retail, accumulating rich industry experience and data resources [4] - As technology continues to resonate with life demands, companies like Quantitative Wave that focus on enhancing experiences and creating value are expected to shine in the evolving landscape of digital consumption [4]

Group 1 - Quantitative Technology Co., Ltd. (referred to as "Quantitative Technology") has completed its IPO subscription and is set to list on the Hong Kong Stock Exchange on November 27, 2025, with an offering price range of HKD 8.8 to HKD 9.8 per share, aiming to raise up to HKD 130 million [3][4] - The company plans to issue 13.348 million shares, with a net fundraising amount of only HKD 5.8 million, indicating that the issuance costs exceed HKD 100 million [3][4] - If priced at the upper limit of HKD 9.80 per share, the expected market capitalization upon listing would be HKD 5.03 billion [3] Group 2 - Quantitative Technology operates an online marketplace called "Yang Xiaomei," which has generated revenue of RMB 400 million in the first five months of 2025, accounting for approximately 98.1% of the company's total revenue [4][6] - The company also runs an O2O platform called "Consumption Map" for automotive retail, which began operations in April 2022 [4][6] - Revenue from Yang Xiaomei is projected to account for 93.2% and 98.1% of total revenue for the fiscal years ending December 31, 2022, and 2023, respectively [6] Group 3 - Quantitative Technology's revenue for the years 2022, 2023, and 2024 was RMB 475.3 million, RMB 529.7 million, and RMB 993.0 million, respectively, with gross profits of RMB 312.8 million, RMB 367.7 million, and RMB 961.9 million [7][11] - The company reported a net profit of RMB 1.47 billion for the fiscal year ending December 31, 2024, and RMB 125.6 million for the first five months of 2025 [11][12] - The adjusted net profit for 2022, 2023, and 2024 was RMB 126.3 million, RMB 148 million, and RMB 363.3 million, respectively, with an adjusted EBITDA of RMB 1.37 billion for 2022 [12][14] Group 4 - As of May 31, 2025, Quantitative Technology held cash and cash equivalents amounting to RMB 428 million [14] - The company has undergone a restructuring process, including the divestment of its related company, Yingtan Guangda, prior to the IPO [15][16] - The shareholding structure post-IPO indicates that major shareholders include Sunshine Insurance and Gaorong Capital, with significant stakes held by the company's executives [17][19][23]

Core Viewpoint - The company, Quantitative Finance, is set to launch its IPO on November 27, after a lengthy journey marked by failures and multiple attempts to list on the Hong Kong Stock Exchange. However, the IPO is characterized by significant controversy due to its low net fundraising amount compared to high listing costs, reflecting underlying financial and compliance issues [2][3][4]. Fundraising and Financials - Quantitative Finance plans to issue approximately 13.35 million shares, aiming to raise around 124 million HKD, but will incur listing expenses of 117 million HKD, resulting in a net fundraising amount of only 5.8 million HKD [3][4]. - The net amount raised is insufficient to cover the company's operational costs, as its R&D expenses for the first five months of the year reached 19.44 million HKD, indicating a severe cash flow shortfall [3][4]. - The net fundraising amount is even less than the maximum subscription amount for individual investors, highlighting a lack of confidence in the company's fundamentals [3][4]. Debt and Redemption Pressure - The IPO is driven not by business expansion needs but by the pressure of unresolved redemption obligations from prior financing, which included approximately 1.4 billion HKD in preferred stock with strict redemption clauses [4][5]. - As of October last year, the value of these financial instruments had risen to 1.686 billion HKD, with a requirement for redemption at a compounded annual rate of 10% or 120% of the original investment plus unpaid dividends [5]. - The company's liquidity crisis could be triggered if the IPO fails, as the potential debt could overwhelm its limited cash reserves [5]. Market Confidence and Investor Participation - The absence of cornerstone investors in the IPO indicates a lack of long-term institutional support and confidence in the company's prospects [5][6]. - The proportion of shares being issued is only 2.6% of the total post-IPO share capital, significantly below the typical 10% requirement for free float on the Hong Kong Stock Exchange, which could lead to stock price volatility post-listing [5][6]. Business Transformation and Compliance Issues - Quantitative Finance's transition from a credit wallet platform to a digital consumption service reflects broader challenges faced by fintech companies in China amid tightening regulations [6][7]. - Despite claims of moving away from financial services, the company still exhibits signs of its previous business model, with a high gross margin of 96.86%, suggesting a reliance on platform service fees rather than product sales [7][8]. - Complaints against the company's platform remain high, indicating ongoing issues related to pricing, consumer inducement, and aggressive collection practices, which may undermine its claims of having moved past its previous lending model [7][8]. Conclusion - While the IPO may temporarily alleviate the company's debt risks, the low net fundraising amount does not address its operational cash flow challenges, and the lack of business growth support raises concerns about the sustainability of its future operations [8].

Core Viewpoint - The company, Quantitative Party, is facing multiple challenges as it prepares for its IPO, including compliance issues, weak business fundamentals, high valuations, and funding pressures, which raise concerns about the viability of its market entry [1] Group 1: IPO Details and Financials - The IPO is set to launch on November 19, with pricing expected on November 25 and trading on November 27 [1] - The estimated fundraising amount is only 150 million HKD, making it the smallest mainboard IPO since the new regulations were introduced [2] - After accounting for listing expenses of approximately 107 million RMB, only about 580,000 HKD will be available for business development, indicating a "self-funded listing" scenario [2] Group 2: Compliance and Business Operations - The company has a history of compliance issues, including a failed attempt to list in the US due to scrutiny over its financial services [3] - Despite rebranding its business model, it continues to engage in lending activities through its app, raising further regulatory concerns [3] - The company has been criticized for its reliance on a single app, which generated 98.1% of its revenue, making it vulnerable to market fluctuations [4] Group 3: Market Reception and Valuation Concerns - Investor interest in the IPO has been lukewarm, with no cornerstone investors, reflecting a lack of confidence in the company's prospects [5] - The company's market valuation could reach 5.1 billion HKD, with a projected P/E ratio of 37.7, significantly higher than industry averages, raising concerns about overvaluation [6] - The small market capitalization and low liquidity could lead to the company being manipulated by a few investors, posing risks for ordinary investors [6]

Core Viewpoint - Quantitative Company (2685.HK) has launched its IPO and is expected to be listed on the Hong Kong Stock Exchange on November 27, with a global offering of 13.3475 million shares priced between HKD 8.8 and 9.8, aiming to raise approximately HKD 124 million [1][2]. Group 1: IPO Details - The estimated net fundraising amount for Quantitative Company is only HKD 5.8 million, as over 90% of the IPO proceeds will be used to cover listing expenses, totaling HKD 117 million [3]. - The company has engaged six coordinators/advisors, including CICC and CITIC Securities, which significantly reduced the net proceeds from the IPO [3]. Group 2: Business Model - Quantitative Company's core business involves providing matching services for financial institutions, connecting them with qualified borrowers, similar to a financial intermediary [4]. - The company has ceased providing these matching services to comply with regulatory scrutiny, particularly in light of the draft regulations on financial product marketing [7]. Group 3: Regulatory Environment - The draft regulations, which have not yet come into effect, aim to regulate financial product marketing and protect consumer rights, posing challenges for companies like Quantitative Company that operate in this space [5][6]. - Previous IPO attempts by similar companies have faced regulatory challenges, indicating a cautious environment for financial intermediaries seeking to go public [6].

Group 1 - The core viewpoint of the news is that Quantitative Party has successfully transitioned from a financial facilitation model to an e-commerce and automotive retail platform, enhancing revenue sustainability and regulatory flexibility [1] - The company has shifted its focus to the e-commerce platform "Yang Xiaomei" and the automotive retail platform "Consumption Map," which provide stable cash flow through advertising and platform services [1] - Quantitative Party's revenue is projected to reach nearly 1 billion yuan in 2024, with a net profit of 126 million yuan in the first five months of 2025, indicating significant growth potential in its new business model [4] Group 2 - The competitive landscape for Yang Xiaomei includes large comprehensive platforms and regional strong platforms, while Consumption Map faces competition from third-party lead platforms and automaker digital channels [5] - The company has shown significant improvement in revenue and net profit in 2024-2025, but the sustainability of advertising and transaction commissions, as well as customer retention and lead conversion rates, require long-term validation [5] - The stock's entry fee is moderate at 4949.42 HKD, and the lack of many new stocks for subscription may lead to a low probability of winning shares, with expectations of price increases [2][4]