一、关于搭建离岸架构及返程并购的合规性。(1)你公司及主要股东搭建离岸架构和返程投资涉及的外 汇登记、境外投资、外商投资、税务管理等监管程序具体履行情况，并就合规性出具结论性意见;(2)你 公司于2025年6月拆除协议控制架构、收购境内运营实体羊驼网络、杭州嗨豚的全部股权，当月还通过 收购取得杭州金鸥、杭州金胥的全部股权，请说明上述收购股权的定价依据、支付手段、支付期限、定 价的公允性，以及上述股权转让环节相关转让方纳税申报义务履行情况，是否符合《关于外国投资者并 购境内企业的规定》。如你公司存在其他类似收购境内资产情况，请一并说明;(3)你公司曾搭建协议控 制架构，以协议方式控制境内运营实体羊驼网络、杭州嗨豚，请说明搭建协议控制架构的原因、上述两 公司业务经营和所持资质牌照是否曾涉及外资限制或禁止领域，如是，请说明所涉外资限制或禁止领域 的具体情况、两公司目前业务调整内容以及不再涉及外资限制或禁止领域的依据;并请说明除上述两公 司外，你公司历史沿革中是否还存在其他协议控制架构安排情况，2025年6月收购的杭州金鸥、杭州金 胥业务经营是否曾涉及外资限制或禁止领域;(4)你公司及境内下属公司经营范围是否涉及外资 ...

Group 1 - The core point of the news is the closure of multiple stores by "Paitexiansheng," a pet fresh food brand founded by Hou Yi, the founder of Hema, due to significant operational pressure, with plans to close all physical stores by mid-December while continuing online operations [1] - Hou Yi's entrepreneurial journey with "Paitexiansheng" has faced challenges just a year after its establishment, highlighting the difficulties faced by entrepreneurs from Alibaba [2] - The trend of Alibaba alumni starting their own businesses has seen mixed success, with notable figures achieving significant accomplishments, while others, like Hou Yi, are facing setbacks [2] Group 2 - Alibaba's founder, Jack Ma, expressed a vision in 2018 that a significant portion of China's top companies would have CEOs from Alibaba, indicating the potential for successful entrepreneurship among its alumni [3] - The corporate culture at Alibaba has played a crucial role in shaping the behaviors and decision-making processes of its employees, with Ma emphasizing the importance of values in guiding the company [5][6] - Alibaba's value system has evolved through different phases, from "Dugu Nine Swords" to "New Six Pulses," reflecting the company's growth and the need for a more adaptable framework as it expanded [7][8] Group 3 - The "New Six Pulses" value system introduced by Alibaba emphasizes customer focus, employee welfare, and adaptability, which are critical for navigating the fast-changing business landscape [8] - The emphasis on values and culture at Alibaba is so strong that performance evaluations heavily weigh adherence to these values, indicating a unique organizational approach that alumni carry into their ventures [9] - The entrepreneurial landscape for Alibaba alumni is characterized by a high survival rate compared to the general market, although the success of individual ventures varies significantly [39]

Core Viewpoint - Yangtuo Technology Inc. (referred to as "Haipai Ke") has submitted its prospectus to the Hong Kong Stock Exchange, aiming to list on the main board under the new Chapter 18C rules, with CITIC Securities as its sole sponsor [2][12] Company Background - Haipai Ke was established in February 2015, originally as Hangzhou Yangtuo Network, and was transferred to its current chairman Zhao Chen shortly after [3] - The core team has strong ties to Alibaba, with Zhao Chen having held multiple positions at Alibaba from 2006 to 2015, contributing to the rapid growth of Haipai Ke since its inception [4] Business Model and Performance - Haipai Ke operates a digital platform focused on connecting supply and demand for household care and nutrition products in China's lower-tier markets [5] - The company generates revenue by charging sellers a commission based on platform transaction volumes and offers customized marketing services to brands and manufacturers [7] - As of the end of 2024, Haipai Ke has developed 92 proprietary brands and established partnerships with 153 manufacturers, serving over 38,000 paying buyers [7] Financial Performance - Haipai Ke's total transaction volume reached 11 billion RMB in 2024, making it the largest trading and service platform in the household care and nutrition sector in China's lower-tier markets [7] - However, the company has experienced a significant decline in annual transaction volume from 2022 to 2024, impacting revenue [8] - Revenue figures for 2022, 2023, and 2024 were 895 million RMB, 1.067 billion RMB, and 1.032 billion RMB, respectively, indicating a downward trend [8] - The revenue structure shows a shift towards self-operated business, with self-operated revenue increasing from 60.4% in 2022 to 77.7% in 2024, while digital platform revenue has decreased [9][10] Profitability and Cash Flow - Gross profit figures for 2022, 2023, and 2024 were 393 million RMB, 401 million RMB, and 335 million RMB, with gross margins declining from 43.9% to 32.5% [10] - The company reported net losses of 1.012 million RMB in 2022, 56.54 million RMB in 2023, and 78.83 million RMB in 2024, indicating ongoing financial challenges [11] - Operating cash flow showed net outflows of 133 million RMB in 2022, 6 million RMB in 2023, and 112 million RMB in 2024, highlighting reliance on external financing [11] Future Plans - The IPO aims to inject capital into Haipai Ke for enhancing collaboration within its ecosystem, improving technological capabilities, and pursuing strategic alliances or acquisitions when opportunities arise [12]

Core Viewpoint - Yangtuo Technology Inc. has submitted a listing application to the Hong Kong Stock Exchange, with CITIC Securities as its sole sponsor, positioning itself as the largest trading and service platform in China's low-tier market for household care and nutrition products, holding a market share of 10.1% based on 2024 transaction volume [1][4]. Group 1: Company Overview - Yangtuo Technology Inc. is a leading trading and service platform in China, focusing on household care and nutrition products, optimizing consumer experience and driving consumption upgrades in low-tier markets [4]. - The company's platform, Haipai Ke, operates on a light asset model, efficiently connecting sellers (manufacturers, distributors, and brands) with various buyers, creating a sustainable ecosystem [4]. Group 2: Market Position - By 2024, the company is expected to generate a transaction volume of RMB 8.6 billion in the low-tier market for household care and nutrition products [4]. - The Haipai Ke platform has connected approximately 4,200 registered sellers and covers over 290,000 registered buyers across 31 provinces, cities, and autonomous regions in China [4]. Group 3: Financial Performance - The company's revenue increased by 19.2% from RMB 895.3 million in 2022 to RMB 1,066.8 million in 2023, primarily due to a strategic shift towards a profit-focused model [5][7]. - Revenue is projected to remain relatively stable at RMB 1,066.8 million for 2023 and RMB 1,032.4 million for 2024 [5][7]. - The company reported a net loss of RMB 56.5 million for the year ending December 31, 2023, and a projected loss of RMB 78.8 million for 2024 [7].