（經日期為2025年2月18日的特別決議案採納，自2025年2月20日起生效） 1 股份有限公司 開曼群島公司法（經修訂） 股份有限公司 Softcare Limited樂舒適有限公司 開曼群島公司法（經修訂） 的 第二份經修訂及經重列組織章程大綱及細則 （經日期為2025年2月18日的特別決議案採納，自2025年2月20日起生效） 2 1. 本公司之名稱為Softcare Limited樂舒適有限公司（「本公司」）。 2. 本公司之註冊辦事處為Conyers Trust Company (Cayman) Limited的辦事 處，地址為Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY11111, Cayman Islands，或於本公司董事不時決定的其他地點。 3. 本公司成立之宗旨並無限制，本公司有十足權力及授權進行任何不受開曼群 島公司法（經修訂）第7(4)條規定的法令或開曼群島任何其他法令所禁止之任 何宗旨。 4. 不論公司法（經修訂）第27(2)條規定之任何企業利益問題，本公司擁有及有能 力行使自然人之所有職能。 5. 本公司 ...

Group 1 - The core viewpoint of the article highlights the significant oversubscription of the initial public offering (IPO) of the baby diaper manufacturer, Le Shushi, with a subscription amount reaching HKD 323.1 billion, which is 1,356 times the public offering amount of HKD 238 million [1] - Le Shushi plans to issue 90.884 million shares at an offering price between HKD 24.2 and HKD 26.2, aiming to raise up to HKD 2.38 billion, with a minimum entry fee of approximately HKD 5,292.9 for one lot of shares [1] - The company is expected to be listed on November 10, with China International Capital Corporation, CITIC Securities, and GF Securities acting as joint sponsors [1] Group 2 - Le Shushi is a multinational hygiene products company focusing on emerging markets in Africa, Latin America, and Central Asia, primarily engaged in the development, manufacturing, and sales of baby diapers, baby pull-ups, sanitary napkins, and wet wipes [1] - The majority of Le Shushi's revenue comes from sales to African customers, with East Africa contributing 46.5%, West Africa 39.5%, Central Africa 10.6%, and Latin America and Central Asia accounting for 3.3% and 0.1%, respectively, in the first four months of this year [1] - According to Frost & Sullivan, Le Shushi ranks first in the African baby diaper and sanitary napkin markets by sales volume, with market shares of 20.3% and 15.6%, respectively [2] Group 3 - The founders of Le Shushi, Shen Yanchang and Yang Yanjuan, hold a combined 64.42% stake in the company, with their registered address in Hong Kong [2] - The cornerstone investors include BA Capital, Arc Avenue, Arcane Nexus, and several others, with a total investment of USD 139 million (approximately HKD 1.08 billion), representing 45.34% of the initial offering size at the maximum price of HKD 26.2 [2] Group 4 - The net proceeds from the fundraising will be allocated as follows: 71.4% for expanding overall production capacity and upgrading production lines, 11.6% for marketing and promotional activities in Africa, Latin America, and Central Asia, 4.7% for strategic acquisitions in the hygiene products sector, and 0.4% for upgrading the CRM system [3] - Additionally, 2.6% will be used for hiring management consulting firms to analyze new markets and products, while 9.3% will be allocated for working capital and general corporate purposes [3]

Core Viewpoint - The Hong Kong stock market is witnessing a surge in consumer enterprises, with notable IPOs like LeShuShi, which aims to become the "first African consumer goods manufacturer" listed in Hong Kong, leveraging its strong position in the African market and the hygiene products sector [1][4]. Group 1: Company Overview - LeShuShi is a multinational hygiene products company focusing on emerging markets such as Africa, Latin America, and Central Asia, primarily selling baby diapers, sanitary napkins, and wet wipes, with a leading position in the African market [4][7]. - The company has achieved significant interest in its Hong Kong IPO, with a subscription rate of 2,358 times, indicating strong demand from both institutional and retail investors [1][2]. Group 2: Market Potential - Africa is characterized as the "youngest continent," with a high potential for economic development and consumer upgrades, as evidenced by a projected 1.8% compound annual growth rate in newborn numbers from 2020 to 2024 [7][8]. - The penetration rate for baby diapers in Africa is approximately 20%, significantly lower than the 70% to 86% rates in Europe, North America, and China, presenting a vast market opportunity for LeShuShi [8][9]. Group 3: Financial Performance - LeShuShi has demonstrated strong financial performance, with revenues of $320 million, $411 million, and $454 million projected for 2022, 2023, and 2024, respectively, alongside net profits of $18.4 million, $64.7 million, and $95.1 million, showing a growth rate of 251.7% and 47.0% for 2023 and 2024 [11][12][20]. - The company's operating cash flow has also increased significantly, from $13.57 million in 2022 to $109 million in 2024, indicating robust cash generation capabilities [12][13]. Group 4: Valuation and Investment Appeal - LeShuShi's estimated P/E ratio is around 20x, which is considered reasonable given its unique positioning in the market and growth potential compared to peers [15][20]. - The company has attracted significant institutional backing, including investments from the International Finance Corporation (IFC) and prominent investment firms, enhancing its credibility and growth prospects [21][23]. Group 5: Future Growth Prospects - LeShuShi is expanding its operations into Latin America, replicating its successful business model from Africa, which is expected to drive further growth [24][25]. - The company aims to evolve into a "Procter & Gamble of Africa" by leveraging capital market support for acquisitions and expanding its product offerings through a multi-brand strategy [24][26].

Core Viewpoint - The company LeShuShi (02698), a manufacturer of baby diapers, has seen significant interest in its IPO, with a subscription amount reaching HKD 323.1 billion, which is 1356 times oversubscribed compared to the public offering amount of HKD 238 million [1] Group 1: IPO Details - The IPO subscription period is from October 31 to November 5, with an expected listing date of November 10 [1] - LeShuShi plans to issue 90.884 million shares at an offering price between HKD 24.2 and HKD 26.2, aiming to raise up to HKD 2.38 billion [1] - The company will not implement a mandatory clawback mechanism, with 10% of shares allocated for public offering, and the overall coordinators can increase this to a maximum of 15% [1] Group 2: Company Overview - LeShuShi is a multinational hygiene products company focusing on emerging markets in Africa, Latin America, and Central Asia, primarily engaged in the development, manufacturing, and sales of baby diapers, sanitary napkins, and wet wipes [1] - The company operates under several brands, including Softcare, Veesper, Maya, Cuettie, and Clincleer, with sales covering over 30 countries in West, East, and Central Africa [1] Group 3: Market Position - According to Frost & Sullivan, LeShuShi ranks first in the African baby diaper and sanitary napkin markets by volume, with market shares of 20.3% and 15.6%, respectively [2] - In terms of revenue for 2024, the company ranks second in the African baby diaper and sanitary napkin markets, with market shares of 17.2% and 11.9% [2] Group 4: Shareholder Information - The founders of LeShuShi, Shen Yanchang and Yang Yanjuan, hold a combined 64.42% stake in the company [2] - The founders have a history of working in Nigeria and later returned to China to establish the company [2] Group 5: Cornerstone Investors - LeShuShi has secured cornerstone investors including BA Capital, Arc Avenue, and several funds, with a total investment amounting to USD 139 million (approximately HKD 1.08 billion) [2] - If priced at HKD 26.2, the cornerstone investors' subscriptions would represent 45.34% of the initial offering size [2] Group 6: Use of Proceeds - The net proceeds from the IPO will be allocated as follows: 71.4% for expanding overall production capacity and upgrading production lines; 11.6% for marketing and promotional activities in Africa, Latin America, and Central Asia; 4.7% for strategic acquisitions in the hygiene products sector; 0.4% for upgrading the CRM system; 2.6% for hiring management consulting firms for market and product analysis; and 9.3% for working capital and general corporate purposes [3]

Core Insights - The Hong Kong stock market is set to witness its first listing from a Middle Eastern company, marking a significant milestone after years of promotional activities [1][3] - Softcare Limited, a company focused on hygiene products in emerging markets, is preparing for its global offering in Hong Kong with a maximum share price of HKD 26.20 [1][2] Group 1: Company Overview - Softcare Limited specializes in the development, manufacturing, and sales of baby and women's hygiene products, including diapers and sanitary pads, primarily targeting markets in Africa, Latin America, and Central Asia [2] - The company has established production facilities in eight African countries and has expanded its operations to Latin America and Central Asia, with a significant portion of its revenue generated from African sales [2] Group 2: Market Context - The listing of Softcare Limited is seen as a result of Hong Kong's efforts to attract Middle Eastern companies, with the Hong Kong Monetary Authority and financial regulators signing a memorandum of cooperation [1][3] - The Middle Eastern IPO market has been active, with exchanges in Saudi Arabia and the UAE ranking among the top globally in terms of IPO fundraising [3] Group 3: Strategic Initiatives - Hong Kong has been enhancing its cooperation with the Middle East through various initiatives, including the introduction of new cross-regional investment products and capital investments [3][4] - The Hong Kong Trade Development Council's research highlights Hong Kong's role as a gateway to the Asian market, offering good corporate governance and increased visibility for companies [5] Group 4: Challenges and Considerations - Despite the opportunities, challenges such as language barriers and cultural differences may hinder Middle Eastern companies from listing in Hong Kong [5] - The requirement for companies to adhere to Environmental, Social, and Governance (ESG) reporting standards may pose difficulties for some Middle Eastern firms [5] Group 5: Future Prospects - The Hong Kong government is accelerating the establishment of a second economic and trade office in Saudi Arabia to further enhance collaboration [5][6] - Hong Kong's diverse financial tools and status as a major IPO market position it as a valuable partner for the rapid development of infrastructure projects in the Middle East [6]

Investment Rating - The report suggests a cautious subscription for the company’s IPO [1][4]. Core Insights - The company focuses on developing, manufacturing, and selling health products, particularly baby diapers, baby pull-ups, sanitary napkins, and wet wipes, in rapidly growing emerging markets such as Africa, Latin America, and Central Asia [2]. - According to Frost & Sullivan, the company ranks first in the African baby diaper market and sanitary napkin market with market shares of 20.3% and 15.6%, respectively, based on 2024 sales volume [2]. - The company has a strong presence in the African market and is a significant player in emerging markets, benefiting from over 15 years of multinational operational strategy [2]. Market Growth Potential - The market for baby diapers, baby pull-ups, and sanitary napkins in emerging markets is steadily growing. In Africa, the market size is projected to increase from USD 2.9 billion in 2020 to USD 3.8 billion in 2024, with a compound annual growth rate (CAGR) of 6.8% [3]. - The Latin American market is expected to grow from USD 6.9 billion in 2020 to USD 7.7 billion in 2024, with a CAGR of 2.7% [3]. - In Central Asia, the market size is anticipated to rise from USD 0.4 billion in 2020 to USD 0.5 billion in 2024, with a CAGR of 4.5% [3]. Financial Performance - The company reported revenues of USD 411.4 million, USD 454.4 million, and USD 161.3 million for the years ending in 2023, 2024, and the four months ending April 30, 2025, respectively, reflecting year-on-year growth rates of 28.6%, 10.5%, and 15.5% [3]. - Net profits for the same periods were USD 64.7 million, USD 95.1 million, and USD 31.1 million, with year-on-year growth rates of 251.7%, 47.0%, and 12.5% [3]. Valuation - The IPO price range corresponds to a 2024 price-to-earnings (PE) ratio of approximately 19.8 to 21.5 times, indicating a potentially high valuation [4].

Group 1 - The company, 乐舒适 (02698.HK), is conducting an IPO with a total of 90,884,000 shares available for sale, with 9,088,400 shares allocated for the Hong Kong public offering and 81,795,600 shares for international offering [2][4] - The expected price range for the shares is between HKD 24.20 and HKD 26.20, with a maximum fundraising target of approximately HKD 23.81 billion [4][5] - The IPO is set to take place from October 31, 2025, to November 5, 2025, with the listing date on November 10, 2025 [3][4] Group 2 - The company plans to allocate approximately 71.4% of the net proceeds from the IPO for expanding overall production capacity and upgrading production lines [6] - About 11.6% of the funds will be used for marketing and promotional activities in Africa, Latin America, and Central Asia from 2026 to 2029 [6] - The company has secured 15 cornerstone investors who have collectively subscribed for USD 139 million (approximately HKD 1.08 billion) of the offering [5][6] Group 3 - The major shareholder structure post-IPO indicates that沈延昌 and 杨艳娟, through Century BVI, will hold 54.75% of the shares [7][8] - The company operates multiple brands, including Softcare, Veesper, Maya, Cuettie, and Clincleer, focusing on the development, manufacturing, and sales of hygiene products [8] - According to a report by Frost & Sullivan, 乐舒适 ranks first in the African market for baby diapers and sanitary napkins by volume, with market shares of 20.3% and 15.6%, respectively [8]

Group 1 - The company, 乐舒适 (02698.HK), plans to globally offer 90.884 million shares, with 9.0884 million shares available in Hong Kong and 81.7956 million shares for international sale, along with an over-allotment option of 13.6326 million shares [1] - The subscription period for the shares is from October 31 to November 5, with a maximum offer price of HKD 26.20 per share and an entry fee of approximately HKD 5,292.85 for a board lot of 200 shares [1] - The total expected fundraising amount is HKD 2.29 billion, with a net amount of HKD 2.141 billion, which will be used for expanding overall production capacity, upgrading production lines, marketing in Africa, Latin America, and Central Asia, working capital, strategic acquisitions in the hygiene products sector, hiring a renowned management consulting firm from 2026 to 2029, and upgrading the CRM system [1] Group 2 - The company is focused on emerging markets in Africa, Latin America, and Central Asia, primarily engaged in the development, manufacturing, and sales of baby diapers, baby pull-ups, sanitary napkins, and wet wipes [1] - The projected net profits for the company for the years ending December 31 are USD 18.39 million for 2022, USD 64.68 million for 2023, and USD 95.111 million for 2024 [2]

Group 1 - The company, 乐舒适 (02698.HK), plans to globally offer 90.884 million shares, with 9.0884 million shares available in Hong Kong and 81.7956 million shares for international sale, along with an over-allotment option of 13.6326 million shares [1] - The subscription period for the shares is from October 31 to November 5, with a maximum offer price of HKD 26.20 per share and an entry fee of approximately HKD 5,292.85 for a board lot of 200 shares [1] - The total expected fundraising amount is HKD 2.29 billion, with a net amount of HKD 2.141 billion, which will be used for expanding overall production capacity, upgrading production lines, marketing in Africa, Latin America, and Central Asia, working capital, strategic acquisitions in the hygiene products sector, hiring a renowned management consulting firm from 2026 to 2029, and upgrading the CRM system [1] Group 2 - The company is focused on emerging markets in Africa, Latin America, and Central Asia, primarily engaged in the development, manufacturing, and sales of baby diapers, baby pull-ups, sanitary napkins, and wet wipes [1] - The projected net profits for the company for the years ending December 31 are USD 18.39 million for 2022, USD 64.68 million for 2023, and USD 95.111 million for 2024 [2]

Core Viewpoint - The company, 乐舒适 (02698.HK), is planning a global offering of 90.884 million shares, with a price range of HKD 24.20 to 26.20 per share, targeting to raise approximately HKD 2.141 billion in net proceeds from the offering [1][4]. Group 1: Company Overview - The company is a multinational hygiene products firm focused on emerging markets in Africa, Latin America, and Central Asia, primarily engaged in the development, manufacturing, and sales of baby diapers, baby pull-ups, sanitary napkins, and wet wipes [2]. - The company holds the leading market share in Africa for baby diapers and sanitary napkins, with respective shares of 20.3% and 15.6% based on 2024 sales volume [2]. - The company has established a strong operational strategy over 15 years, becoming a key player in the hygiene products industry across multiple African countries [2]. Group 2: Offering Details - The company plans to issue 90.884 million shares, with 9.0884 million shares available for sale in Hong Kong and 81.7956 million shares for international offering, subject to reallocation and the exercise of the over-allotment option [1]. - The cornerstone investors have agreed to subscribe for shares totaling approximately USD 139 million (around HKD 1.08 billion), representing about 47.14% of the global offering if the over-allotment option is not exercised [3]. - The estimated net proceeds of approximately HKD 2.141 billion will be allocated as follows: 71.4% for expanding production capacity and upgrading production lines, 11.6% for marketing in Africa, Latin America, and Central Asia, 4.7% for strategic acquisitions, 0.4% for upgrading the CRM system, 2.6% for hiring management consulting firms, and 9.3% for working capital and general corporate purposes [4].