HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

OVERVIEW

We are a leading, fast-growing, multi-brand fruit company in China, with an end-to-end

supply chain propelled by advanced digital capabilities. We focus on the entire supply chain

operations for quality fruit from overseas and China. Capitalizing on our extensive industry

experience accumulated through nearly 20 years of operations, we established a comprehensive

product portfolio covering 49 fruit categories as of the Latest Practicable Date, among which,

durian, mangosteen, longan, dragon fruit, cherry and grapes are our core products. Through

selecting and sourcing quality fruits from more than 100 places of origin around the world,

carrying out direct procurement from orchards, strict product selection, standardized

processing, and digitalized supply chain management, we have established compelling

competitive advantages for our fruit products, which further allow us to build up a portfolio of

self-owned fruit brands covering a variety of categories. Leveraging our strategic penetration

into premium places of origin, extensive sales and distribution network across China and

highly efficient end-to-end supply chain management, we are able to distribute our fruit

products directly from orchards around the world to retailers across China.

The history of our Company could date back to October 2002 when our founders, Mr.

Deng and Ms. Jiang, established the predecessor of our Company, Chongqing Hongjiu Fruit

Company Limited (重慶洪九果品有限公司), a limited liability company established under the

laws of the PRC with a registered share capital of RMB0.5 million. The shareholding structure

of Chongqing Hongjiu Fruit Company Limited as of the date of the establishment was as

follows:

Name of ShareholderPercentage ofshareholding

Mr. Deng � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 90.00%

Ms. Jiang � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 10.00%

For details of the biography of our founders, Mr. Deng and Ms. Jiang, please refer to the

section headed “Directors, Supervisors and Senior Management” in this document.

In April 2013, Chongqing Hongjiu Fruit Company Limited was converted into a joint

stock limited company and renamed as Chongqing Hongjiu Fruit Co., Limited (重慶洪九果品股份有限公司).

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

BUSINESS DEVELOPMENT MILESTONES

The following sets out the summary of our key development milestones:

Year Milestone(s)

2002 � � � � � � � � � � � � � Our predecessor, Chongqing Hongjiu Fruit Company Limited, was established.

2011 � � � � � � � � � � � � � We expanded our business to Thailand.

2013 � � � � � � � � � � � � � Chongqing Hongjiu Fruit Company Limited was converted into a joint stock limitedcompany with its name changed to Chongqing Hongjiu Fruit Co., Limited.

We first launched our self-owned brand in 2013.

We commenced listing on CSTC.

2015 � � � � � � � � � � � � � We were awarded “Top 100 Enterprises in the PRC Fruit Industry in 2015” (2015中國果業百強品牌企業) by China Fruit Marketing Association.

2017 � � � � � � � � � � � � � We expanded our business to Vietnam and we established our subsidiary in Chile.

2019 � � � � � � � � � � � � � We were recognized as “National Key Leading Enterprise in AgriculturalIndustrialization” (農業產業化國家重點龍頭企業) by Ministry of Agriculture and RuralAffairs of the PRC.

We were recognized as “The 40th Anniversary of Reform and Opening-Up — LeadingUnit in the Fruit Industry” (改革開放40週年果品行業先進單位) by China FruitMarketing Association.

We were awarded “Leading Private Enterprise in the Poverty Alleviation Campaign —Ten-Thousands Enterprises Helping Ten Thousand Villages” (全國萬企幫萬村,精準扶貧行動先進民營企業) by State Council Leading Group Office of Poverty Alleviation andDevelopment (國務院扶貧領導開發小組辦公室).

2020 � � � � � � � � � � � � � Our revenue exceeded RMB5 billion and we established our subsidiary in Philippines.


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OUR SUBSIDIARIES

The place of incorporation, date of incorporation and commencement of business and

principal business activities of our subsidiaries are as follows:

No. Name of subsidiaryPlace of

incorporation

Date ofincorporation andcommencement of

business Principal business activities

1. � � Chongqing Runjiu Supply ChainManagement Co., Ltd. (重慶潤九供應鏈管理有限公司) (“Chongqing Runjiu”)

PRC February 24, 2014 Customs declaration andinspection declarationagent; logisticstransportation

2. � � Chongqing Xinhongjiu Supply ChainManagement Co., Ltd. (重慶新洪九供應鏈管理有限公司) (“ChongqingXinhongjiu”)

PRC December 25, 2015 Supply and sale for onlinee-commerce andcommunity group buying

3. � � Niran International Trading CompanyLimited (“Niran International”)

Thailand May 18, 2017 Procurement, pre-processing and export offruits in Thailand

4. � � Green Fruit Holdings Company Limited(“Green Fruit”)

Thailand April 3, 2018 Factory rental

5. � � Yuelaimei Import & Export Co., Ltd.(“Yuelaimei”)

Vietnam May 19, 2017 Procurement, pre-processing and export offruits in Vietnam

6. � � Hongjiu Fruta Import & Export SpA(“Hongjiu Fruta”)

Chile August 9, 2017 Procurement, pre-processing and export offruits in Chile(1)

7. � � Hong Nine Philippine Fruit Inc. (“HongNine”)

Philippines November 4, 2020 Procurement, pre-processing and export offruits in Philippine(2)

Notes:

(1) Hongjiu Fruta had no actual operations since the date of its incorporation and up to the Latest Practicable Date.

(2) Hong Nine had no actual operations since the date of its incorporation and up to the Latest Practicable Date.

For more details of the shareholding changes of our subsidiaries, please refer to the

sub-section headed “— Major Shareholding Changes of our Group — Our Subsidiaries” below.


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MAJOR SHAREHOLDING CHANGES OF OUR GROUP

Our Company

1. Conversion into a Joint Stock Limited Company

Subsequent to a capital injection in June 2009 and the development and expansion of

business of our Group, on April 26, 2013, Chongqing Hongjiu Fruit Company Limited was

converted into a joint stock company and renamed as Chongqing Hongjiu Fruit Co., Limited.

The audited net assets of RMB6,061,214.42 of Chongqing Hongjiu Fruit Company Limited as

of March 31, 2013 were converted into 5,000,000 Shares of RMB1.00 per Share of our

Company, and the remaining portion was allocated to our capital reserve.

The shareholding structure of our Company immediately after completion of the

conversion into a joint stock limited company was as follows:

Name of ShareholderRegistered capital

subscribed forPercentage ofshareholding

(RMB)

Mr. Deng � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4,950,000 99.00%

Ms. Jiang� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 50,000 1.00%

We underwent a series of capital injections from May 2013 up to January 2017, after

completion of which we were owned by Mr. Deng, Ms. Jiang (being the spouse of Mr. Deng)

and 110 other individual Shareholders (who were our key employees, strategic partners and

employees of our associated companies) as to approximately 89.09%, 0.90% and 10.01%,

respectively.

2. Employee Incentive Platforms

Pursuant to the shareholders’ resolutions passed on February 24, 2016, our Company

adopted a capital increase scheme which enabled our key employees and strategic partners to

subscribe for our registered capital (the “Capital Increase Scheme”). The registered capital of

our Company was increased from RMB50,000,000 to RMB55,536,500, and 108 participants

and our then Shareholders (Li Dan (李丹) and Yu Wenli (余文莉)) (collectively, the

“Participants”) completed the subscription of our registered capital of RMB5,536,500 on

March 28, 2016.

On March 10, 2017, in order to streamline the shareholding structure of our Company,

each of Chongqing Hezhong and Chongqing Heli was established as a limited partnership

under the laws of the PRC as one of our Employee Incentive Platforms, and Mr. Deng Hongjiu

has been the general partner of each of the Employee Incentive Platforms since their respective

establishment. On June 21, 2017, among the 110 Participants, 97 Participants subscribed for

the limited partnership interests in the Employee Incentive Platforms and transferred their


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respective Shares to the Employee Incentive Platforms as consideration of such subscriptions.

In addition to the 97 Participants, Mr. Deng also transferred a portion of his equity interest in

our Company in exchange for the subscription for limited partnership interests in each of

Chongqing Hezhong and Chongqing Heli. Upon completion of the abovementioned equity

transfers, Chongqing Hezhong and Chongqing Heli owned 1,412,700 Shares and 2,866,750

Shares, respectively, representing approximately 1.79% and 3.63% of our then total share

capital.

As of the Latest Practicable Date, Chongqing Hezhong held approximately 0.9354%equity interest in our Company, and Chongqing Heli held approximately 1.8982% equityinterest in our Company.

3. [REDACTED] Investments and Shareholding Changes of Our Company

(a) Series Pre-A Financing

Pursuant to a number of convertible loans investment agreements entered into,among others, our Company and each of the series pre-A investors (collectively, the“Series Pre-A Agreements”) from August 25, 2016 to December 31, 2016 respectively,each of the series pre-A investors agreed to convert the respective outstanding convertibleloan into equity interest in our Company subject to terms set out in the correspondingSeries Pre-A Agreement (collectively, the “Conversion of Series Pre-A Loans”).

Details of the series pre-A investors and the subscription for additional registered

capital of our Company by Conversion of Series Pre-A Loans are as follows:

Name of series pre-A investor

Date ofseries pre-Ainvestmentagreement

Registeredcapital

subscribed forAggregate

consideration

Correspondingapproximate equity

interest in ourCompany (upon

completion of theseries pre-Afinancing)

(RMB) (RMB)

Zhenjiang Fenghui JointInvestment Fund ManagementCenter (Limited Partnership) (鎮江豐會聯合投資基金管理中心(有限合夥)) (“Fenghui Joint”) � � �

August 25,2016(1)

1,000,000 8,000,000 1.2674%

December 2,2016(1)

250,000 2,000,000 0.3168%

Zhenjiang Fenghui HongjiuInvestment Fund ManagementCenter (Limited Partnership) (鎮江豐會洪九投資基金管理中心(有限合夥)) (“Fenghui Hongjiu”) �

October 8,2016

2,000,000 16,000,000 2.5348%

Zhenjiang Fenghui Lianhe YihaoInvestment Fund ManagementCenter (Limited Partnership) (鎮江豐會聯合壹號投資基金管理中心(有限合夥)) (“LianheYihao”) � � � � � � � � � � � � � �

December 1,2016

2,125,000 17,000,000 2.6932%


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Name of series pre-A investor

Date ofseries pre-Ainvestmentagreement

Registeredcapital


consideration



completion of theseries pre-Afinancing)

(RMB) (RMB)

Chongqing Jiuyuxian Commerceand Trading Partnership(Limited Partnership) (重慶九羽仙商貿合夥企業(有限合夥))(“Chongqing Jiuyuxian”) � � � �

December 31,2016(2)

1,330,000 10,640,000 1.6856%

Total � � � � � � � � � � � � � � � � � 6,705,000 53,640,000 8.4978%

Notes:

(1) Pursuant to the investment agreement entered into, among others, Fenghui Joint and our Company datedAugust 25, 2016, Fenghui Joint agreed to provide a convertible loan of RMB8 million (the “August2016 Loan”) to our Company and subsequently subscribe for additional registered capital of ourCompany for RMB1,000,000 by conversion of the August 2016 Loan. Pursuant to the investmentagreement entered into, among others, Fenghui Joint and our Company dated December 2, 2016,Fenghui Joint agreed to provide a convertible loan of RMB2.00 million (the “December 2016 Loan”)to our Company and subsequently subscribe for additional registered capital of our Company forRMB250,000 by conversion of the December 2016 Loan. Upon completion of the series Pre-Afinancing, Fenghui Joint in aggregate acquired approximately 1.5843% equity interest in our Company.

(2) Pursuant to the investment agreement entered into, among others, Chongqing Jiuyuxian and ourCompany, Chongqing Jiuyuxian provided a loan of RMB10.64 million to our Company on December 29,2016 and subsequently agreed to convert the respective loan into equity interest in our Company onDecember 31, 2016.

(b) Series A Financing

Pursuant to a number of convertible loan investment agreements and/or capital

increase agreements entered into, among others, between our Company and each of the

series A investors (collectively, the “Series A Agreements”), each of the series A

investors agreed to (i) convert the respective outstanding loan into equity interest in our

Company subject to terms set out in the corresponding Series A Agreement (collectively,

the “Conversion of Series A Loans”); and/or (ii) subscribe for additional registered

capital of our Company.


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Details of the series A investors with the subscription for additional registered

capital of our Company are as follows:

Name of series A investor

Date of series Ainvestmentagreement

Registeredcapital


consideration



completion of theseries A financing)

(RMB) (RMB)

Subscription for additional registered capital of our Company by Conversion of Series A Loans

Li Xia (李霞) � � � � � � � � � � � � April 27, 2017andNovember30, 2017(1)

1,193,574 20,000,000 1.3333%

Subscription for additional registered capital of our Company by Conversion of Series A Loans and bycapital injection

Gongqingcheng Fengsheng YihaoInvestment Center (LimitedPartnership) (共青城豐盛壹號投資中心(有限合夥))(“Fengsheng Yihao”) � � � � � �

June 26,2017(2)

16,100,000

November 15,2017(2)

2,029,075 17,900,000 2.2667%

Subscription for additional registered capital by capital injection

Hefei Zhongan Runxin FundInvestment Partnership(Limited Partnership) (合肥中安潤信基金投資合夥企業(有限合夥)) (“Zhongan Runxin”) � �

October 12,2017

2,387,148 40,000,000 2.6667%

Beijing Weicheng XindeDecoration and EngineeringLimited (北京唯誠信德裝飾工程有限公司) (“BeijingWeicheng”)� � � � � � � � � � � �

November 15,2017

895,180 15,000,000 1.0000%

Chongqing Jiuyuxian� � � � � � � � January 5, 2018 2,983,935 50,000,000 4.8191%(3)

Chongqing Yibainian ModernAgricultural Equity InvestmentFund Partnership (LimitedPartnership) (重慶逸百年現代農業股權投資基金合夥企業(有限合夥)) (“ChongqingYibainian”) � � � � � � � � � � �

February 1,2018

1,126,734 18,880,000 1.2587%

Total � � � � � � � � � � � � � � � � � 10,615,646 177,880,000 13.3444%

Notes:

(1) Pursuant to the investment agreement and supplemental agreement entered into, among others, LiXia and our Company dated April 27, 2017 and November 30, 2017 respectively, Li Xia agreedto provide a convertible loan of RMB20 million (the “April 2017 Loan”) to our Company andsubsequently subscribe for additional registered capital of our Company by conversion of theApril 2017 Loan.


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(2) Pursuant to the investment agreement entered into, among others, Fengsheng Yihao and ourCompany dated June 26, 2017, Fengsheng Yihao agreed to provide a convertible loan ofRMB16.10 million (the “June 2017 Loan”) to our Company. On November 15, 2017, pursuantto the investment agreement entered into, among others, Fengsheng Yihao and our Company,Fengsheng Yihao agreed to (i) subscribe for additional registered capital of our Company byconversion of the June 2017 Loan; and (ii) further subscribe for additional registered capital ofour Company for RMB17,900,000 by capital injection. Upon the completion of series Afinancing, Fengsheng Yihao in aggregate acquired approximately 2.2667% equity interest in ourCompany.

(3) Chongqing Jiuyuxian is one of the series pre-A investors and acquired approximately 1.6856%equity interest in our Company upon completion of the series pre-A financing. Upon completionof the series A financing, Chongqing Jiuyuxian in aggregate acquired approximately 4.8191%equity interest in our Company.

(c) Series B Financing

Pursuant to a number of capital increase agreements entered into between, among

others, our Company and each of the series B investors, each of the series B investors

agreed to subscribe for additional registered capital of our Company.

Details of the series B investors with the subscription for additional registered


Name of series B investor

Date of series Binvestmentagreement

Registeredcapital


consideration



completion of theseries B financing)

(RMB) (RMB)

Zhuhai Wanheng ExpressInvestment Center (LimitedPartnership) (珠海萬亨運通投資中心(有限合夥)) (“ZhuhaiWanheng”) � � � � � � � � � � � �

June 29, 2018 2,486,613 50,000,000 2.1368%

Chongqing Yibainian� � � � � � � � August 1, 2018 4,973,227 100,000,000 5.2417%(1)

China Agricultural ReclamationIndustry Development Fund(Limited Partnership) (中國農墾產業發展基金(有限合夥))(“China Agricultural”)� � � � �

December 3,2018

9,946,455 200,000,000 8.5470%

Shenzhen Capital Group Co., Ltd.(深圳市創新投資集團有限公司)(“SCGC”) � � � � � � � � � � � �

December 11,2018

994,645 20,000,000 0.8547%


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Name of series B investor

Date of series Binvestmentagreement

Registeredcapital


consideration



completion of theseries B financing)

(RMB) (RMB)

Chongqing Yeruhongtu InnovationEquity Investment FundPartnership (LimitedPartnership) (重慶業如紅土創新股權投資基金合夥企業(有限合夥)) (“ChongqingYeruhongtu”) � � � � � � � � � �

December 11,2018

994,645 20,000,000 0.8547%

Sunshine Life Insurance Co., Ltd.(陽光人壽保險股份有限公司)(“Sunshine Life”) � � � � � � � �

December 14,2018

4,973,227 100,000,000 4.2735%

Hainan Agricultural ReclamationIndustry Investment Fund(Limited Partnership)) (海南農墾農業產業投資基金(有限合夥)) (“Hainan Agricultural”) �

March 31, 2019 2,486,613 50,000,000 2.1368%

Total � � � � � � � � � � � � � � � � � 26,855,425 540,000,000 24.0451%

Note:

(1) Chongqing Yibainian is one of the series A investors and acquired approximately 1.2587% ofequity interest in our Company upon completion of the series A financing. Upon completion ofseries B financing, Chongqing Yibainian in aggregate acquired approximately 5.2417% of equityinterest in our Company.

(d) Series C-1 Financing

Pursuant to a capital increase agreement entered into between, among others,

Suzhou Zhilan Equity Investments Center (Limited Partnership) (蘇州致藍股權投資中心(有限合夥)), (“Suzhou Zhilan”), Zhuhai Jinyiming Equity Investment Fund Partnership

(Limited Partnership) (珠海金鎰銘股權投資基金合夥企業(有限合夥)) (“ZhuhaiJinyiming”), Jiaxing Capitallink Anjing Investment Partnership (Limited Partnership)

(嘉興凱聯安靖投資合夥企業(有限合夥)) (“Capitallink Anjing”), Suzhou Yingqi Fund

Management Partnership (Limited Partnership) (蘇州盈啟基金管理合夥企業(有限合夥))

(“Suzhou Yingqi”), Shenzhen Mingde Holding Development Co., Ltd. (深圳明德控股發展有限公司) (“Shenzhen Mingde”), Shanghai Jinshun Real Estate Co., Ltd. (上海金順房地產有限公司) (currently known as Minli (Shanghai) Enterprise Development Co., Ltd.

(敏利(上海)企業發展有限公司))(“Minli Shanghai”) (collectively, the “Series C-1Investors”) and our Company on October 31, 2019, the Series C-1 Investors agreed to

subscribe for additional registered capital of RMB15,256,371 of our Company at a total

consideration of RMB485,000,000.


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Details of the Series C-1 Investors with the subscription for additional registered


Name of series C-1 Investor

Registeredcapital


consideration



completion of theseries C-1 financing)

(RMB) (RMB)

Suzhou Zhilan � � � � � � � � � � � � � � � � 8,178,673 260,000,000 6.2134%

Zhuhai Jinyiming � � � � � � � � � � � � � � 2,359,232 75,000,000 1.7923%

Capitallink Anjing � � � � � � � � � � � � � � 1,572,822 50,000,000 1.1949%

Suzhou Yingqi � � � � � � � � � � � � � � � � 1,572,822 50,000,000 1.1949%

Shenzhen Mingde � � � � � � � � � � � � � � 943,693 30,000,000 0.7169%

Minli Shanghai � � � � � � � � � � � � � � � 629,129 20,000,000 0.4780%

Total � � � � � � � � � � � � � � � � � � � � � 15,256,371 485,000,000 11.5904%

(e) November 2019 Transfers

In November 2019, the following parties entered into a number of equity transfer

agreements respectively, details of such transfers of equity interest in our Company are

as follows:

Date of

agreement Name of transferor Name of transferee

Registeredcapital

transferredAggregate

consideration

(RMB) (RMB)

November 20,2019� � � � �

Huang Zhiqi(黃志奇)(1)

Mr. Deng 325,000 1,293,300(2)

November 25,2019� � � � �

Shenzhen Mingde(3) Tianjin Weixiang InvestmentManagement Co., Ltd. (天津瑋祥投資管理有限公司)(3)

(“Tianjin Weixiang”), being awholly-owned subsidiary ofShenzhen Mingde as of the dateof transfer

943,693 30,000,000(4)

Notes:

(1) Mr. Huang Zhiqi (a Participant and an Independent Third Party) subscribed for our registeredcapital and became our Shareholder in March 2016 under the Capital Increase Scheme. Mr. Dengacquired the registered capital of our Company subscribed by Mr. Huang Zhiqi upon his departurefrom our Company.

(2) The consideration of RMB1,293,300 was determined with reference to the original investmentcosts of Mr. Huang Zhiqi at certain premium as agreed under the Capital Increase Scheme. Theconsideration of RMB1,293,300 was settled on November 20, 2019.


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(3) Each of Shenzhen Mingde and Tianjin Weixiang is an Independent Third Party.

(4) The consideration of RMB30,000,000 was determined based on arm’s length negotiation betweenthe parties and the consideration was settled on November 26, 2019.

Upon completion of the above equity transfers on January 22, 2020, each of Mr. Huang

Zhiqi and Shenzhen Mingde ceased to be a Shareholder respectively.

(f) Series C-2 Financing

Pursuant to (i) a capital increase agreement dated March 16, 2020 entered into

between, among others, Ningbo Tianshi Renhe Equity Investments Partnership (Limited

Partnership) (寧波天時仁合股權投資合夥企業(有限合夥)) (“Tianshi Renhe”) and our

Company, pursuant to which Tianshi Renhe agreed to subscribe for additional registered

capital of RMB5,850,217 of our Company at a total consideration of RMB200 million;

and (ii) a capital increase agreement dated March 27, 2020 and a supplemental agreement

to the capital increase agreement dated March 27, 2020 entered into between, among

others, Nanjing Chuangding Minghe Equity Investment Partnership (Limited Partnership)

(南京創鼎銘和股權投資合夥企業(有限合夥)) (“Nanjing Chuangding Minghe”) and our

Company, pursuant to which Nanjing Chuangding Minghe agreed to subscribe for

additional registered capital of RMB1,462,554 of our Company at a total consideration of

RMB50 million.

Details of the series C-2 investors with the subscription for additional registered


Name of series C-2 investor

Date of seriesC-2 investment

agreement

Registeredcapital


consideration

Correspondingapproximate

equity interestin our Company (uponcompletion of the series

C-2 financing)

(RMB) (RMB)

Tianshi Renhe � � � � � � � � March 16,2020

5,850,217 200,000,000 4.2105%

Nanjing ChuangdingMinghe� � � � � � � � � � �

March 27,2020

1,462,554 50,000,000 1.0526%

Total � � � � � � � � � � � � � 7,312,771 250,000,000 5.2632%


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(g) April 2020 Transfer

On April 14, 2020, Zhongan Runxin and Nanjing Chuangding Minghe, both being

Independent Third Parties, entered into an equity transfer agreement, pursuant to which

Zhongan Runxin agreed to transfer 1,300,052 Shares to Nanjing Chuangding Minghe at

a total consideration of RMB39,999,999.94. The equity transfer was completed on July

28, 2020.

(h) Series C+ Financing

Pursuant to a share subscription agreement dated September 19, 2020 entered into

between, among others, our Company and Alibaba (China) Network Technology Co., Ltd.

(阿里巴巴(中國)網絡技術有限公司) (“Alibaba China”), Alibaba China agreed to

subscribe for RMB12,081,971 additional registered capital of our Company, representing

approximately 8.00% of equity interest in our Company upon completion of the Series C+

financing, at a total consideration of RMB591,303,743.

(i) October 2020 Transfer

On October 25, 2020, for the purpose of family estate planning, the following parties

entered into a number of equity transfer agreements respectively (collectively, the

“October Transfer Agreements”), details of such transfers of equity interest in our

Company are as follows:

Name of transferor Name of transferee

Registeredcapital

transferredAggregate

consideration

(RMB) (RMB)

Mr. Deng� � � � � � � � � � � � � � � Ms. Jiang, being the spouse ofMr. Deng

6,040,985 6,040,985

Mr. Deng Haoji (鄧浩吉), beingthe son of Mr. Deng and Ms.Jiang

4,530,739 4,530,739

Ms. Deng Haoyu (鄧浩宇), beingthe daughter of Mr. Deng andMs. Jiang

4,530,739 4,530,739

The consideration under each of the October Transfer Agreements was determined

with reference to the nominal value of the Shares and was subsequently waived by Mr.

Deng on September 8, 2021. The equity transfers were completed on December 22, 2020.

Since the acquisition of Shares by Mr. Deng Haoji and Ms. Deng Haoyu in October 2020,

the respective voting rights attached to the Shares held by Mr. Deng Haoji and Ms. Deng

Haoyu have been entrusted to Mr. Deng solely and exclusively pursuant to the

Entrustment Agreement. As a result, our Controlling Shareholders were entitled to control


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approximately 46.06% voting rights of our Company as of the Latest Practicable Date.

For details on the Entrustment Agreement, please refer to the section headed

“Relationship with our Controlling Shareholders” in this document.

(j) Capitalization of Capital Reserve

On December 15, 2020, the then Shareholders passed a resolution and approved the

capitalization of the capital reserve of our Company on the basis of two shares for every

one share, upon the completion of which the total registered capital of our Company

increased from RMB151,024,634 to RMB453,073,902.

(k) Adoption and termination of weighted voting rights structure

On December 15, 2020, to benefit from the continuous leadership and vision of Mr.

Deng who controls our Company with a view to its long-term prospects and strategy, we

adopted a weighted voting rights structure by way of shareholders’ resolution. Under the

structure, our Company’s share capital comprises 148,579,611 class A ordinary shares and

304,494,291 class B ordinary shares. All class A ordinary shares were directly owned by

Mr. Deng, representing approximately 32.79% of the then total share capital of our

Company, and the shares held by other Shareholders before the adoption of the weighted

voting rights structure were all re-classified to class B ordinary shares. Each class A

ordinary share entitled its holder to exercise five votes and each class B ordinary share

entitled its holder to exercise one vote, respectively, on certain matters that require a

shareholder’s vote. Subsequent to the transfer of 22,653,695 Shares from Mr. Deng to Ms.

Jiang in January 2021 as described below, the number of class A ordinary shares of the

Company was adjusted to 125,925,916 and the number of class B ordinary shares was

adjusted to 327,147,986 by way of shareholders’ resolution on January 27, 2021. All class

A ordinary shares remained as directly owned by Mr. Deng.

On September 6, 2021, in view of the [REDACTED] on the Stock Exchange of our

Company, we terminated the weighted voting rights structure by way of shareholders’

resolution.

(l) January 2021 Transfer

On January 5, 2021, Mr. Deng and Ms. Jiang entered into an equity transfer

agreement, pursuant to which Mr. Deng further agreed to transfer 22,653,695 Shares to

Ms. Jiang at a consideration of RMB22,653,695. The consideration thereunder was

determined with reference to the nominal value of the Shares and was subsequently

waived by Mr. Deng on September 8, 2021. The equity transfer was completed on

February 9, 2021.


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(m) August 2021 Transfer

On August 1, 2021, Zhuhai Wanheng and Chongqing Tengrong Enterprise

Management Partnership (Limited Partnership) (重慶騰榮企業管理合夥企業(有限合夥))

(“Chongqing Tengrong”), both being Independent Third Parties, entered into an equity

transfer agreement, pursuant to which Zhuhai Wanheng agreed to transfer 7,459,839

Shares to Chongqing Tengrong at a consideration of RMB125,000,000. Upon completion

of the equity transfer on August 12, 2021, Zhuhai Wanheng ceased to be a shareholder of

our Company.

Our Subsidiaries

1. Chongqing Runjiu

Chongqing Runjiu was established as a limited liability company in the PRC on February

24, 2014 with an initial registered capital of RMB5 milllion. It is principally engaged in

customs declaration and inspection declaration agency and logistics transportation. Following

a series of equity transfers and as of the Latest Practicable Date, it was owned by our Company

and Chongqing Runchuang International Logistics Transportation Co., Ltd. (重慶潤創國際貨物運輸代理有限公司) (“Chongqing Runchuang”, an Independent Third Party except for

being a substantial shareholder of Chongqing Runjiu) as to 65.00% and 35.00%, respectively.

During the Track Record Period, there was no change in the shareholding of Chongqing Runjiu.

2. Chongqing Xinhongjiu

Chongqing Xinhongjiu was established as a limited liability company in the PRC on

December 25, 2015 with an initial registered capital of RMB10 milllion. It is principally

engaged in supply and sale for online e-commerce and community group buying. Upon its

establishment, Chongqing Xinhongjiu was owned as to 80.00% and 20.00% by Liu Fuzhong

(劉福中) and Liu Huan (劉歡) respectively, each of whom is an Independent Third Party.

Following a series of equity transfers and prior to the purchase of the equity interest of

Chongqing Xinhongjiu by the Group, Mr. Deng and Ms. Jiang jointly held 100% of the equity

interest of Chongqing Xinhongjiu. On December 25, 2017, Mr. Deng and Ms. Jiang entered

into an agreement with our Company pursuant to which Mr. Deng and Ms. Jiang agreed to

transfer 100% of the equity interest of Chongqing Xinhongjiu to our Company at an aggregate

consideration of RMB10 million based on arm’s length negotiation and the consideration was

settled on December 28, 2017. The relevant business registration was completed on January 4,

2018, and since then, Chongqing Xinhongjiu was wholly owned by our Company. The

acquisition of Chongqing Xinhongjiu was to optimise the structure of our end-to-end supply

chain management. After the completion of such equity transfer, there was no change in the

shareholding of Chongqing Xinhongjiu.


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3. Niran International

Niran International was established as a limited liability company in Thailand on May 18,

2017 with an initial registered capital of THB 50,000,000. It is principally engaged in

procurement, pre-processing and export of fruits in Thailand. Upon its establishment, Niran

International was owned by our Company, Mr. Rungrueang Wiromrat, Mr. Thawee Saewang

and Mr Vicharn Jairakpreedamitr as to 99.00%, 0.50%, 0.20% and 0.30% respectively.

On September 20, 2018, the registered capital of Niran International was increased from

THB 50,000,000 to THB 150,000,000 and the shareholding percentage owned by the then

shareholders remained the same as of its establishment date. On July 15, 2019, (i) Mr. Vicharn

Jairakpreedamitr (an Independent Third Party) transferred his 4,500 shares to our Company and

(ii) the registered capital of Niran International was decreased to THB 139,152,800. As of the

Latest Practicable Date, Niran International was owned by our Company, Mr. Rungrueang

Wiromrat and Mr. Thawee Saewang as to approximately 99.24%, 0.54% and 0.22%

respectively. Mr. Rungrueang Wiromrat is a director of Niran International and Mr. Thawee

Saewang is a director of Green Fruit.

4. Green Fruit

Green Fruit was established as a limited liability company in Thailand on April 3, 2018

with an initial registered capital of THB 5,000,000. It is principally engaged in factory rental.

Upon its establishment, Green Fruit was owned by Niran International, Mr. Thawee Saewang,

Mr. Rungrueang Wiromrat and Mr. Wang Yihe as to approximately 48.998%, 25.50%, 25.50%

and 0.002% respectively. Mr. Wang Yihe is a director of each of Niran International and Green

Fruit.

On July 15, 2019, Mr. Wang Yihe transferred his entire shareholding to Niran

International. As of the Latest Practicable Date, Green Fruit was owned by Niran International,

Mr. Thawee Saewang and Mr. Rungrueang Wiromrat as to approximately 49.00%, 25.50% and

25.50%, respectively. Despite not holding majority shareholding in Green Fruit, our Company

has majority voting power of Green Fruit in accordance with the articles of association of

Green Fruit. Therefore, our Company has control over Green Fruit and Green Fruit was

accounted for as a subsidiary of our Company as of the Latest Practicable Date.

5. Yuelaimei

Yuelaimei was established as a limited liability company in Vietnam on May 19, 2017

with an initial registered capital of 55,000,000,000 Vietnamese Dong. It is principally engaged

in procurement, pre-processing and export of fruits in Vietnam. Upon its establishment and as

of the Latest Practicable Date, it was wholly owned by our Company. Following a capital

reduction of registered capital to 22,000,000,000 Vietnamese Dong in October 2017, the

registered capital of Yuelaimei was increased to 82,685,000,000 Vietnamese Dong on January

24, 2019.


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6. Hongjiu Fruta

Hongjiu Fruta was established as a limited liability company in Chile on August 9, 2017,

with an initial registered capital of US$2,000,000. It is principally engaged in procurement,

pre-processing and export of fruits in Chile. Since its establishment and as of the Latest

Practicable Date, it was wholly owned by our Company. On June 14, 2021, the registered

capital of Hongjiu Fruta was decreased from US$2,000,000 to US$50,000. Hongjiu Fruta had

no actual operations since the date of its incorporation and up to the Latest Practicable Date.

7. Hong Nine

Hong Nine was established as a limited liability company in the Philippines on November

4, 2020 with an initial registered capital of 100,000,000 Philippine peso. It is principally

engaged in procurement, pre-processing and export of fruits in the Philippines. Upon its

establishment, Hong Nine was owned by our Company, Li Hui, Jessie O. Aquino, Donna Olive

S. Monta, Dometila O. Aquino, Edwin O. Aquino and Nenita C. Tomamac as to 99.00%, 0.50%,

0.10%, 0.10%, 0.10%, 0.10% and 0.10% respectively.

On March 2, 2021, Li Hui, an employee of our Group, transferred his shareholding in

Hong Nine to our Company. As of the Latest Practicable Date, Hong Nine was owned by our

Company, Jessie O. Aquino, Donna Olive S. Monta, Dometila O. Aquino, Edwin O. Aquino and

Nenita C. Tomamac as to 99.50%, 0.10%, 0.10%, 0.10%, 0.10% and 0.10% respectively, and

each of Jessie O. Aquino, Donna Olive S. Monta, Dometila O. Aquino, Edwin O. Aquino and

Nenita C. Tomamac is a director of Hong Nine. Hong Nine had no actual operations since the

date of its incorporation and up to the Latest Practicable Date.

MAJOR ACQUISITIONS, DISPOSALS AND MERGERS

During the Track Record Period, save as disclosed in the subsection headed “— Major

Shareholding Changes of Our Group — Our Subsidiaries”, we have not conducted any

acquisitions, disposals or mergers that we consider material to us.

FURTHER DETAILS OF THE [REDACTED] INVESTMENTS

1. Overview

Our Company underwent several rounds of [REDACTED] Investments as described

above in the subsection headed “— Major Shareholding Changes of our Group” in this section.


– 148 –


2. Principal terms of the [REDACTED] Investments

The below table summarizes the principal terms of the [REDACTED] Investments:

Series Pre-A Series A Series B Series C-1 Series C-2Transfer of Shares in

April 2020 Series C+Transfer of Shares in

August 2021

Amount of registeredcapital increase (RMB) �

6,705,000 10,615,646 26,855,425 15,256,371 7,312,771 Not applicable 12,081,971 Not applicable

Amount of registeredcapital subsequent toeach round of[REDACTED]Investment(1) (RMB)� �

78,902,450 89,518,096 116,373,521 131,629,892 138,942,663 138,942,663 151,024,634 453,073,902(2)

Total consideration paid � RMB53,640,000 RMB177,880,000 RMB540,000,000 RMB485,000,000 RMB250,000,000 RMB39,999,999.94 RMB591,303,743 RMB125,000,000

Date of agreements(3) � � August 25,2016 to

December 31,2016

April 27, 2017to February 1,

2018

June 29,2018 to March

31, 2019

October 31,2019

March 16, 2020to

March 27, 2020

April 14, 2020 September 19, 2020 August 1, 2021

Date of payment of fullconsideration for therespective financinground � � � � � � �

July 29, 2016 toDecember 29,

2016

April 27, 2017to April 26,

2018

July 12, 2018to April 9,

2019

November 4,2019 to

November 8,2019

March 20, 2020to March 27,

2020

May 6, 2020 September 23, 2020 August 5, 2021

Approximate cost perShare paid under the[REDACTED]Investments � � � � �

RMB8.0000 RMB16.7564 RMB20.1077 RMB31.7900 RMB34.1868 RMB30.7680 RMB48.9410 RMB16.7564

Discount to the[REDACTED](4) � � �

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]

Basis of determination ofconsideration � � � �

The consideration for each round of [REDACTED] Investments was determined based on arm’s length negotiation with reference to the timing of the investments, thescale and valuation of our business and operating entities.

Lock-up Period � � � � Pursuant to the PRC Company Law, all current Shareholders (including the [REDACTED] Investors) are subject to a lock-up period of 12 months following the[REDACTED].

Use of proceeds from the[REDACTED]Investments � � � � �

We utilized the proceeds from the [REDACTED] Investments for the principal business of our Group, including but not limited to growth and expansion of our Group’sbusiness within PRC and the overseas regions and general working capital purposes. As of the Latest Practicable Date, all of the funds raised from the [REDACTED]Investments have been utilized.

Strategic benefits from the[REDACTED]Investments to ourCompany � � � � � �

At the time of the [REDACTED] Investments, our Directors were of the view that our Company could benefit from the additional capital that would be provided bythe [REDACTED] Investors, particularly for the purpose of expanding our business. The [REDACTED] Investments also demonstrate confidence from the[REDACTED] Investors in our Group, which serve as endorsement on our performance and future prospects.

Notes:

(1) For details on the approximate shareholding percentage of each of the [REDACTED] Investors as of the LatestPracticable Date and as of the [REDACTED] (assuming [REDACTED] is not exercised), see the subsectionheaded “Shareholding Structure of Our Company.”

(2) The increase in amount of registered capital was attributable to the capitalization of capital reserve inDecember 2020 prior to the transfer of Shares from Zhuhai Wanheng to Chongqing Tengrong in August 2021.For further details, see subsection headed “— Major Shareholding Changes of Our Group — Our Company —3. [REDACTED] Investments and Shareholding Changes of Our Company.”

(3) Please refer to the subsection headed “— Major Shareholding Changes of our Group — Our Company — 3.[REDACTED] Investments and Shareholding Changes of Our Company” for the date of each of theagreements under each round of [REDACTED] Investments.

(4) The discount to the [REDACTED] is calculated based on the assumption that the [REDACTED] isHK$[REDACTED] per [REDACTED], being the mid-point of the indicative [REDACTED] range ofHK$[REDACTED] to HK$[REDACTED].


– 149 –


3. Special Rights of the [REDACTED] Investors

Our Company and, among others, the [REDACTED] Investors entered into a number of

shareholders’ agreements (collectively, the “Shareholders’ Agreements”), pursuant to which

certain customary special rights (collectively, the “Special Rights”) were granted to the

[REDACTED] Investors.

Pursuant to the supplemental agreements to the Shareholders’ Agreements (collectively,

“the Supplemental Shareholders’ Agreements”) entered into among our Company and our

Shareholders on April 15, 2021 and September 6, 2021, all the Special Rights have been

terminated prior to or on the date of our Company’s first submission of the [REDACTED] to

the Stock Exchange (the “First Filing”). Pursuant to the Supplemental Shareholders’

Agreements, certain Special Rights which imposed obligations on, among others, our

Controlling Shareholders, under the Shareholders’ Agreements shall be restored upon

occurrence of the following events, whichever is the earliest:

(i) the non-acceptance for review of the First Filing by the Stock Exchange and/or the

SFC and/or the CSRC;

(ii) the termination of review or withdrawal (and no renewed [REDACTED] having

been made within six months thereafter) of the First Filing by the Stock Exchange

and/or the SFC and/or the CSRC or lapse or rejection of the First Filing or failure

to obtain the [REDACTED] approval from the Stock Exchange; or

(iii) our Company having failed to complete the [REDACTED] prior to December 31,

2022, however, if there is other [REDACTED] made by our Company to any other

stock exchange (“Other [REDACTED]”), the long stop date for completing the

qualified [REDACTED] as agreed between our Company and the [REDACTED]

Investors shall be extended to such date when the Other [REDACTED] is rejected.

4. Sole Sponsor’s Confirmation

On the bases that (i) the consideration for the [REDACTED] Investments was

irrevocably settled more than 28 clear days before the date of our first submission of the

[REDACTED] to the Stock Exchange; and (ii) no special rights granted to the [REDACTED]

Investors shall survive upon the First Filing, the Sole Sponsor confirms that the [REDACTED]

Investments are in compliance with the Guidance Letter HKEx-GL29-12 issued in January

2012 and updated in March 2017 by the Stock Exchange, the Guidance Letter HKEx-GL43-12

issued in October 2012 and updated in July 2013 and in March 2017 by the Stock Exchange

and the Guidance Letter HKEx-GL44-12 issued in October 2012 and updated in March 2017

by the Stock Exchange.


– 150 –


5. Information of the [REDACTED] Investors

We have received the [REDACTED] Investments from a number of investors. The

background information of all of our [REDACTED] Investors is set out below.

Alibaba China

Alibaba China is a company established under the laws of PRC with limited liability,

being a subsidiary of Alibaba Group Holding Limited (阿里巴巴集團控股有限公司), a

company incorporated in the Cayman Islands and the American depositary shares of which are

listed on the New York Stock Exchange (sticker: BABA), and the shares of which are listed on

the Stock Exchange (stock code: 9988). Alibaba China is primarily engaged in the operations

of the online wholesale marketplaces of Alibaba Group Holding Limited.

China Agricultural

China Agricultural is a limited partnership established under the laws of PRC and its

general partner is Zhaoken Capital Management (Beijing) Co., Ltd. (招墾資本管理(北京)有限公司), a limited liability company which is ultimately wholly owned by the PRC Government.

Suzhou Zhilan

Suzhou Zhilan is a limited partnership established under the laws of PRC and its general

partner is Shanghai CMC Industry Equity Investment Management Center (Limited

Partnership) (上海華人文化產業股權投資管理中心(有限合夥)) (“Shanghai CMC”). The

general partner of Shanghai CMC is CMC (Shanghai) Equity Investment Management Co.,

Ltd. (華人文化(上海)股權投資管理有限公司) (“CMC Equity”), which is ultimately owned as

to 99% and 1% by Mr. Li Ruigang (黎瑞剛) and Mr. Gu Jiong (顧炯) respectively, each of

whom is an Independent Third Party. CMC Equity primarily engages in investment

management activities.

Chongqing Yibainian

Chongqing Yibainian is a limited partnership established under the laws of PRC and its

general partner is Chongqing Yibainian Equity Investment Fund Management Co., Ltd. (重慶逸百年股權投資基金管理有限公司) (“Yibainian Equity”). Yibainian Equity is an indirect

wholly owned subsidiary of YBN Holdings Limited (“YBN Holdings”). YBN Holdings is a

limited liability company incorporated in Hong Kong, which is principally engaged in

investment management and is owned as to 46.75%, 38.25% and 15.00% by CITIC

International Assets Management Limited (“CITIC International”), Taihe Dali Investment

Hongkong Limited and Value Magic Limited respectively. CITIC International is owned as to

46% by CITIC International Financial Holdings Limited, which is a wholly owned subsidiary

of China CITIC Bank Corporation Limited, a company listed on the Stock Exchange (stock

code: 998) and Shanghai Stock Exchange (stock code: 601998.SH). CITIC International is

owned as to 15%, 19% and 20% by entities which are ultimately owned by CITIC Securities


– 151 –


Company Limited (a company listed on the Stock Exchange (stock code: 6030) and Shanghai

Stock Exchange (stock code: 600030.SH)), ITOCHU Corporation (a company listed on the

Tokyo Stock Exchange (stock code: 8001)) and Ithmaar Holding B.S.C. (a company listed on

the Bahrain Bourse (stock code: ITHMR)), respectively. To the best of our Directors’

knowledge, the rest of the shareholdings in YBN Holdings are owned by a number of private

investors who are Independent Third Parties.

Tianshi Renhe

Tianshi Renhe is a limited partnership established under the laws of PRC and its general

partner is Ningbo Meishan Free Trade Port Dirui Investment Management Parntership (Limited

Parntership) (寧波梅山保稅港區迪銳投資管理合夥企業(有限合夥)) (“Ningbo Meishan”)

focusing on investment management. Ningbo Meishan is owned as to 69.5% and 30.5% by Mr.

Tang Meng (唐萌) and Ms. Duan Ranran (段冉冉) respectively, each of whom is an

Independent Third Party.

Sunshine Life

Sunshine Life is a joint stock company established under the laws of

PRC with limited liability, which is owned as to 99.9999%, by Sunshine Insurance Group Inc.,

Ltd. (陽光保險集團有限公司) (“Sunshine Insurance”). Sunshine Insurance operates in a range

of business segments including personal insurance businesses such as life insurance, health

insurance, accident insurance; reinsurance business to personal insurance; business in

utilization of insurance funds (as permitted by the PRC laws and regulations) and sales of

securities investment fund. To the best knowledge of our Directors, Sunshine Life and its

ultimate beneficial owners are Independent Third Parties.

Chongqing Jiuyuxian

Chongqing Jiuyuxian is a limited partnership established under the laws of PRC and its

general partner is Mr. Wang Chuanhong (汪傳宏), an Independent Third Party.

Nanjing Chuangding Minghe

Nanjing Chuangding Minghe is a limited partnership established under the laws of PRC

and its general partner is Nanjing Chuangding Mingrui Equity Investment Partnership (Limited

Partnerhsip) (南京創鼎銘銳股權投資合夥企業(有限合夥)) (“Chuangding Mingrui”). The

general partner of Chuangding Mingrui is CDC Investment Management Co., Limited (國創中鼎(上海)股權投資管理有限公司) (“CDC”), which is ultimately controlled by Mr. Shi Haining

(施海寧), an Independent Third Party. CDC is a private equity investment firm and Mr. Shi

Haining primarily focuses on private equity investment area.


– 152 –


Hainan Agricultural

Hainan Agricultural is a limited partnership established under the laws of PRC and its

general partner is Hainan Nongken Fund Management Co., Ltd. (海南農墾基金管理有限公司),

a limited liability company which is ultimately wholly owned by the PRC Government.

Chongqing Tengrong

Chongqing Tengrong is a limited partnership established under the laws of PRC and its

general partner is Qingdao Gaohong Supply Chain Management Consulting Co., Ltd. (青島高洪供應鏈管理諮詢有限公司) (“Qingdao Gaohong”). Qingdao Gaohong is owned as to 51%,

47% and 2% by Ms. Cheng Yiching (程伊晴), Mr. Wu Xi (吳曦) and Mr. Hu Yuxi (胡餘希)

respectively, each of whom is an Independent Third Party.

Zhuhai Wanheng

Zhuhai Wanheng is a limited partnership established under the laws of the PRC and its

general partner is Panzhou Chengzhen Supply Chain Management Co., Ltd. (盤州晟箴供應鏈管理有限公司) (“Panzhou Chengzhen”). Panzhou Chengzhen is owned as to 99% and 1% by

Mr. Zhou Longrun (周隆潤) and Mr. Zhou Longguo (周隆國), respectively, each of whom is an

Independent Third Party.

Zhuhai Jinyiming

Zhuhai Jinyiming is a limited partnership established under the laws of PRC and its

general partner is Zhuhai Jinyiheng Enterprise Management Partnership (Limited Partnership)

(珠海金鎰衡企業管理合夥企業(有限合夥)) (“Zhuhai Jinyiheng”). The general partner of

Zhuhai Jinyiheng is Zhuhai Jinyifeng Enterprise Management Co., Ltd. (珠海金鎰豐企業管理有限公司), which is a wholly-owned subsidiary of Jinyi (Zhuhai) Equity Investment

Management Co., Ltd. (金鎰(珠海)股權投資管理有限公司) (“Jinyi Zhuhai”). Jinyi Zhuhai is

owned as to 50% and 50% by Mr. Li Shuai (李帥) and Mr. Song Xiaowei (宋曉威) respectively,

each of whom is an Independent Third Party.

Fenghui Entities

Each of the Fenghui Entities is a limited partnership established under the laws of PRC

and its general partner is Shanghai Fenghui Investment Management Co., Ltd. (上海豐會投資管理有限公司) (“Shanghai Fenghui”), which primarily focuses on investment management

activities. Shanghai Fenghui is owned as to 60%, 20%, 10% and 10% by Mr. Chen Yongxian

(陳泳憲), Mr. Yuan Zhibin (袁志斌), Mr. Xie Anqiang (謝安強) and Mr. Mo Ying (莫英)

respectively, each of whom is an Independent Third Party.


– 153 –


Suzhou Yingqi

Suzhou Yingqi is a limited partnership established under the laws of PRC and its general

partner is Suzhou Yingxu Fund Management Co., Ltd. (蘇州迎旭基金管理有限公司) (“SuzhouYingxu”). Suzhou Yingqi is owned as to 70% and 30% by Ms. Tan Ying (譚迎) and Mr. Zhang

Xuhui (張旭輝) respectively, each of whom is an Independent Third Party.

Capitallink Anjing

Capitallink Anjing is a limited partnership established under the laws of PRC and its

general partner is Capitallink (Beijing) Investment Fund Management Co., Ltd. (凱聯(北京)投資基金管理有限公司) (“Capitallink Beijing”). Capitallink Beijing is owned as to 90% and

10% by Capitallink Investment Management Group Co., Ltd. (凱聯資本管理集團有限公司)

(“Capitallink Investment”) and Beijing Capitallink International Investment Co., Ltd. (北京凱聯國際投資有限公司) (“Capitallink International”) respectively. Capitallink Investment is

owned as to 90% and 10% by Capitallink International and Beijing Weishitong Information

Technology Co., Ltd. (北京維視通信息技術有限公司) (“Beijing Weishitong”). Capitallink

International primarily engages in investment management activities and is owned as to 97%

and 3% by Mr. Wang Wei (王瑋) and Ms. Liu Guiqin (劉桂琴) respectively, each of whom is

an Independent Third Party. Beijing Weishitong is owned as to 95% and 5% by Mr. Wang Wei

and Ms. Liu Guiqin.

Zhongan Runxin

Zhongan Runxin is a limited partnership established under the laws of PRC and its

general partner is Beijing Runxin Zhongan Investment Management Co., Ltd. (北京潤信中安投資管理有限公司) (“Beijing Runxin”). Beijing Runxin is owned as to 80% and 20% by China

Capital Management Co., Ltd. (中信建投資本管理有限公司) (“China Capital Management”)

and Anhui Railway Development Fund Co., Ltd. (安徽省鐵路發展基金股份有限公司) (“AnhuiRailway”). China Capital Management is a wholly-owned subsidiary of China Securities Co.,

Ltd. (中信建投證券股份有限公司), which is listed on the Stock Exchange with stock code 6066

and Shanghai Stock Exchange with stock code 601066.SH, respectively. Anhui Railway is a

company incorporated under the laws of PRC, which is ultimately controlled by the PRC

Government.

SCGC

SCGC is a company established under the laws of PRC with limited liability, which was

established in August 1999 under the sponsorship from the Shenzhen Municipal Government,

who still holds 28.1952% equity interest as its largest shareholder. SCGC primarily focuses on

venture capital investments. To the best knowledge of our Directors, SCGC and its ultimate

beneficial owners are Independent Third Parties.


– 154 –


Chongqing Yeruhongtu

Chongqing Yeruhongtu is a limited partnership incorporated under the laws of PRC andits general partner is Chongqing Yeruhongtu Equity Investment Fund Management Co., Ltd.(重慶業如紅土股權投資基金管理有限公司) (“Yeruhongtu Equity”). Yeruhongtu Equity isowned as to 42%, 32% and 10% by SCGC Hongtu Equity Investment Management (Shenzhen)Co., Ltd. (深創投紅土股權投資管理(深圳)有限公司) (“SCGC Hongtu”), Chongqing YeruEquity Investment Fund Management Co., Ltd. (重慶業如股權投資基金管理有限公司)(“Chongqing Yeru”) and Chongqing Industry Guidance Equity Investment Fund Co., Ltd. (重慶產業引導股權投資基金有限責任公司), (“Chongqing Industry”) respectively. SCGCHongtu is wholly owned by SCGC. Chongqing Yeru is controlled by Yeru Financial HoldingsCo., Ltd. (業如金融控股有限公司), which is in turn controlled by Chongqing ZhongganruiEnterprise Management Co., Ltd. (重慶中乾瑞企業管理有限責任公司) (“ChongqingZhongganrui”). Chongqing Zhongganrui is owned as to 73.5% and 26.5% to Mr. Jiang Yu (蔣宇) and Ms. Fa Baozhen (法寶珍), respectively and each of whom is an Independent ThirdParty. Chongqing Industry is controlled by Chongqing Development Investment Co., Ltd. (重慶發展投資有限公司), which is ultimately owned by the PRC Government. The remainingequity interests of Yeruhongtu Equity are held by three private investors, to the best knowledgeof our Directors, each of whom is an Independent Third Party.

Tianjin Weixiang

Tianjin Weixiang is a company incorporated under the laws of PRC with limited liabilityand primarily engaged in investment management. Tianjin Weixiang is a wholly-ownedsubsidiary of Shenzhen Mingde, which was owned as to 99.9% by Mr. Wang Wei (王衛), anIndependent Third Party.

Beijing Weicheng

Beijing Weicheng is a company established under the laws of PRC with limited liability,being owned as to 71.5476% and 28.4524% by Mr. Ma Hongwei (馬洪偉) and Ms. Lu Ailin (陸愛林) respectively, each of whom is an Independent Third Party.

Minli Shanghai

Minli Shanghai is a company established under the laws of PRC with limited liability,being a wholly owned subsidiary of Banner (China) Investment Company Limited (敏利（中國）企業有限公司). Banner (China) Investment Company Limited is a limited liabilitycompany incorporated in Hong Kong, which is ultimately controlled by Tjiang Giok Moy, anIndependent Third Party.

Ms. Li Xia

Ms. Li Xia is a private investor. Ms. Li Xia, born in August 1979, is a Chinese citizen whohas obtained a diploma in accounting from Xinjiang Agricultural University (新疆農業大學) inthe PRC in July 2008 and is an Independent Third Party.


– 155 –


SHAREHOLDING STRUCTURE OF OUR COMPANY

The table below sets forth the summary of the shareholding structure of our Company asof the Latest Practicable Date and the [REDACTED] (assuming the [REDACTED] is notexercised):

As of the Latest Practicable Date As of the [REDACTED]

Shareholder Number of Shares

Approximateshareholdingpercentage

Approximateshareholdingpercentage(assuming

[REDACTED] isnot exercised)

Mr. Deng(1)(2) � � � � � � � � � � � � � � � � � � 125,925,916 27.7937% [REDACTED]

Ms. Jiang(1)(2) � � � � � � � � � � � � � � � � � � 42,726,650 9.4304% [REDACTED]

Alibaba China(1) � � � � � � � � � � � � � � � � � 36,245,913 8.0000% [REDACTED]

China Agricultural(1) � � � � � � � � � � � � � � 29,839,365 6.5860% [REDACTED]

Suzhou Zhilan(1) � � � � � � � � � � � � � � � � � 24,536,019 5.4155% [REDACTED]

Chongqing Yibainian(1) � � � � � � � � � � � � � 18,299,883 4.0391% [REDACTED]

Tianshi Renhe(1) � � � � � � � � � � � � � � � � � 17,550,651 3.8737% [REDACTED]

Sunshine Life(1) � � � � � � � � � � � � � � � � � 14,919,681 3.2930% [REDACTED]

Deng Haoji(1)(2) � � � � � � � � � � � � � � � � � 13,592,217 3.0000% [REDACTED]

Deng Haoyu(1)(2)� � � � � � � � � � � � � � � � � 13,592,217 3.0000% [REDACTED]

Chongqing Jiuyuxian(1) � � � � � � � � � � � � � 12,941,805 2.8564% [REDACTED]

Chongqing Heli(1)(2)� � � � � � � � � � � � � � � 8,600,250 1.8982% [REDACTED]

Nanjing Chuangding Minghe(1) � � � � � � � � 8,287,818 1.8292% [REDACTED]

Hainan Agricultural(1)� � � � � � � � � � � � � � 7,459,839 1.6465% [REDACTED]

Chongqing Tengrong(1) � � � � � � � � � � � � � 7,459,839 1.6465% [REDACTED]

Zhuhai Jinyiming(1) � � � � � � � � � � � � � � � 7,077,696 1.5622% [REDACTED]

Lianhe Yihao(1) � � � � � � � � � � � � � � � � � 6,375,000 1.4071% [REDACTED]

Fengsheng Yihao(1) � � � � � � � � � � � � � � � 6,087,225 1.3435% [REDACTED]

Fenghui Hongjiu(1) � � � � � � � � � � � � � � � 6,000,000 1.3243% [REDACTED]

Suzhou Yingqi(1)� � � � � � � � � � � � � � � � � 4,718,466 1.0414% [REDACTED]

Capitallink Anjing(1) � � � � � � � � � � � � � � 4,718,466 1.0414% [REDACTED]

Chongqing Hezhong(1)(2) � � � � � � � � � � � � 4,238,100 0.9354% [REDACTED]

Fenghui Joint(1) � � � � � � � � � � � � � � � � � 3,750,000 0.8277% [REDACTED]

Li Xia(1) � � � � � � � � � � � � � � � � � � � � � 3,580,722 0.7903% [REDACTED]

Zhongan Runxin(1) � � � � � � � � � � � � � � � 3,261,288 0.7198% [REDACTED]

SCGC(1) � � � � � � � � � � � � � � � � � � � � � 2,983,935 0.6586% [REDACTED]

Chongqing Yeruhongtu(1) � � � � � � � � � � � � 2,983,935 0.6586% [REDACTED]

Tianjin Weixiang(1) � � � � � � � � � � � � � � � 2,831,079 0.6249% [REDACTED]

Beijing Weicheng(1) � � � � � � � � � � � � � � � 2,685,540 0.5927% [REDACTED]

Minli Shanghai(1) � � � � � � � � � � � � � � � � 1,887,387 0.4166% [REDACTED]

Peng He(1)(2) � � � � � � � � � � � � � � � � � � � 1,677,000 0.3701% [REDACTED]

Huang Ke(1) � � � � � � � � � � � � � � � � � � � 975,000 0.2152% [REDACTED]

Yang Junwen(1)(2) � � � � � � � � � � � � � � � � 975,000 0.2152% [REDACTED]

Zhang Zhongwei(1) � � � � � � � � � � � � � � � 975,000 0.2152% [REDACTED]

Zhou Xiansheng(1)� � � � � � � � � � � � � � � � 975,000 0.2152% [REDACTED]

Tan Bo(1)(2) � � � � � � � � � � � � � � � � � � � � 975,000 0.2152% [REDACTED]

Yu Lixia(1)(2) � � � � � � � � � � � � � � � � � � � 507,000 0.1119% [REDACTED]

Yu Wenli(1)(2) � � � � � � � � � � � � � � � � � � 195,000 0.0430% [REDACTED]

Xiang Min(1) � � � � � � � � � � � � � � � � � � � 195,000 0.0430% [REDACTED]

Lv Zongjie(1) � � � � � � � � � � � � � � � � � � � 195,000 0.0430% [REDACTED]


– 156 –


As of the Latest Practicable Date As of the [REDACTED]

Shareholder Number of Shares

Approximateshareholdingpercentage

Approximateshareholdingpercentage(assuming

[REDACTED] isnot exercised)

Luo Xiaoqin(1) � � � � � � � � � � � � � � � � � � 195,000 0.0430% [REDACTED]

Jiang Qinhui(1) � � � � � � � � � � � � � � � � � � 78,000 0.0172% [REDACTED]

Investors participating in the[REDACTED] � � � � � � � � � � � � � � � � – – [REDACTED]

Total � � � � � � � � � � � � � � � � � � � � � � � 453,073,902 100% 100%

Notes:

(1) As of the Latest Practicable Date, the Shares held by these Shareholders are Domestic Shares.Immediately upon the completion of the [REDACTED], [REDACTED] Domestic Shares held by theseShareholders will be converted into H Shares upon approval by the CSRC. For details of the conversion,please refer to the section headed “Share Capital — Conversion of Our Domestic Shares into H Shares”in this document. We have applied to the CSRC for the Conversion of Domestic Shares into H Shareson September 10, 2021, and such Conversion of Domestic Shares into H Shares is also subject to theapproval by the Stock Exchange.

(2) Such Shareholders are core connected persons of our Company upon completion of the [REDACTED].

PUBLIC FLOAT

Upon completion of the [REDACTED] and Conversion of the Domestic Shares into H

Shares (assuming the [REDACTED] is not exercised), the Controlling Shareholders Group

(being Mr. Deng, Ms. Jiang, Mr. Deng Haoji, Ms. Deng Haoyu, Chongqing Hezhong and

Chongqing Heli), Mr. Peng He (an executive Director), Mr. Yang Junwen (an executive

Director), Ms. Yu Wenli (the wife of Mr. Yang Junwen), Ms. Tan Bo (an executive Director)

and Ms. Yu Lixia (a Supervisor) will hold [REDACTED] Shares, [REDACTED] Shares,

[REDACTED] Shares, [REDACTED] Shares, [REDACTED] Shares and [REDACTED]

Shares, respectively, representing approximately [REDACTED]%, [REDACTED]%,

[REDACTED]%, [REDACTED]%, [REDACTED]% and [REDACTED]% of interest in our

enlarged total share capital, and such Shares will not be counted towards the public float of our

Company.

Save as disclosed above, no other Shareholder (including the [REDACTED] Investors)

(i) is a core connected person of our Company (as defined under the Listing Rules); (ii) has

been financed directly or indirectly by a core connected person of our Company for the

subscription of Shares; or (iii) is accustomed to take instructions from a core connected person

of our Company in relation to the acquisition, disposal, voting or other dispositions of the

Shares registered in his/her/its name or otherwise held by him/her/it, and all the H Shares held

by such Shareholders will count towards the public float of our Company for the purpose of

Rule 8.08 of the Listing Rules upon the [REDACTED]. In addition, immediately after the

completion of the [REDACTED], the [REDACTED] Domestic Shares held by Shareholders


– 157 –


of our Company that have not been converted into H Shares will not be counted towards the

public float of our Company. Based on the above, it is expected that immediately following

completion of the [REDACTED] and Conversion of the Domestic Shares into H Shares

(assuming the [REDACTED] is not exercised), the total number of [REDACTED] H Shares

of our Company held by the public represents approximately [REDACTED] of the total

number of issued Shares of our Company. Therefore, our Company will be able to fulfill the

minimum public float requirement under Rule 8.08 of the Listing Rules.

LISTING AND DELISTING PLAN FROM THE CSTC

In April 2013, Chongqing Hongjiu Fruit Company Limited was converted into a joint

stock limited company and renamed as Chongqing Hongjiu Fruit Co., Limited. In June 2013,

our Shares have commenced listing on the CSTC under the stock code of 910099. On

September 6, 2021, the shareholders’ resolution regarding the voluntary delisting of our

Company from the CSTC upon the receipt of regulatory approval from the CSTC was passed.

Our PRC Legal Advisers have confirmed that, in accordance with the “Measures for the

Quotation and Transfer of Shares of Non-listed Limited Company” (《非上市股份有限公司股份報價轉讓辦法》) of CSTC and relevant regulatory provisions, only upon the receipt of

[REDACTED] approval in principle from the Stock Exchange, CSTC would process the

delisting application of our Company, and our PRC Legal Advisers have advised us that there

is no substantial legal impediment for us to complete the delisting from CSTC prior to the

[REDACTED] on the Stock Exchange.

Immediately before our then issued Shares to be delisted from the CSTC, none of our then

issued Shares were publicly traded on the CSTC market, hence there was no trading price or

market capitalisation recorded.

Our Directors have confirmed that, to the best of their knowledge and belief, and the PRC

Legal Advisers believe that (a) based on the confirmation of competent authority, during the

period that our Company was listed on CSTC, the Company complied with the laws and

regulations and the relevant business rules and guidelines of the CSTC. There is no record of

being processed by CSTC due to violation of laws and regulations and relevant business rules

and guidelines of CSTC; and (b) there are no further matters in relation to the prior listing of

our Company that need to be brought to the attention of the Stock Exchange or our

Shareholders.

Our Directors are of the view that, the delisting from the CSTC would be a beneficial and

strategic decision to our Company based on our business development plans and desire to attain

greater access to international investors and markets by [REDACTED] on the Stock Exchange.

Our Directors believe that the delisting from the CSTC and the [REDACTED] on the Stock

Exchange will be in the interests of our Group and the Shareholders as a whole since Hong

Kong, being a gateway between the PRC and the international market, will allow our Company

to have greater access to international investors and global markets and hence, provide us a

wider source of capital to support our business expansion.


– 158 –


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– 159 –


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.50%

and

25.5

0%by

Nir

anIn

tern

atio

nal

(ano

n-w

holl

yow

ned

subs

idia

ryof

our

Com

pany

),M

r.T

haw

eeS

aew

ang

and

Mr.

Run

grue

ang

Wir

omra

t,re

spec

tive

ly.

Des

pite

not

hold

ing

maj

orit

ysh

areh

oldi

ngin

Gre

enF

ruit

,ou

rC

ompa

nyha

sm

ajor

ity

voti

ngpo

wer

ofG

reen

Fru

itin

acco

rdan

cew

ith

the

arti

cles

ofas

soci

atio

nof

Gre

enF

ruit

.The

refo

re,

our

Com

pany

has

cont

rol

over

Gre

enF

ruit

and

Gre

enF

ruit

was

acco

unte

dfo

ras

asu

bsid

iary

ofou

rC

ompa

nyas

ofth

eL

ates

tP

ract

icab

leD

ate.

(9)

Hon

gN

ine

was

owne

das

to99

.50%

byou

rC

ompa

nyan

dth

ere

mai

ning

equi

tyin

tere

stw

asow

ned

asto

0.10

%,

0.10

%,

0.10

%,

0.10

%an

d0.

10%

byJe

ssie

O.A

quin

o,D

onna

Oli

veS

.M

onta

,D

omet

ila

O.

Aqu

ino,

Edw

inO

.A

quin

oan

dN

enit

aC

.T

omam

acre

spec

tive

ly,

each

ofw

hom

isa

dire

ctor

ofH

ong

Nin

e.


– 160 –


CO

RP

OR

AT

ES

TR

UC

TU

RE

IMM

ED

IAT

EL

YF

OL

LO

WIN

GC

OM

PL

ET

ION

OF

TH

E[R

ED

AC

TE

D]

The

char

tbe

low

sets

out

the

shar

ehol

ding

stru

ctur

eof

our

Com

pany

imm

edia

tely

foll

owin

gco

mpl

etio

nof

the

[RE

DA

CT

ED

](a

ssum

ing

the

[RE

DA

CT

ED

]is

not

exer

cise

d):

65.0

0%10

0 %99

.24%

100%

100%

99.5

0%

Cho

ngqi

ng R

unji

uS

uppl

y C

hain

Man

agem

ent

Co.

, Ltd

.(7)

(PR

C)

Cho

ngqi

ng X

inho

ngji

uS

uppl

y C

hain

Man

agem

ent

Co.

, Ltd

(PR

C)

Nir

an I

nter

nati

onal

Tra

ding

Com

pany

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ited

(8)

(Tha

ilan

d)

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Com

pany

(PR

C)

[RED

AC

TED

]%[R

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[RED

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AC

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Mr.

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g(1)

Ms.

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ng(1

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liba

ba

Chi

na(1

)(3)

Chi

naA

gric

ultu

ral(1

)(3)

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hou

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lan(1

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Cho

ngqi

ngY

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nian

(1)(

3)

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nshi

Ren

he(1

)(3)

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shin

eL

ife(1

)(3)

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gH

aoji

(1)(

4)

Den

gH

aoyu

(1)(

4)

Cho

ngqi

ngJi

uyux

ian(1

)(3)

Em

ploy

eeIn

cent

ive

Pla

tfor

ms(1

)(5)

Oth

er e

xist

ing

29S

hare

hold

ers(1

)(3)

(6)

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er p

ubli

cS

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ers(2

)

49.0

0%

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en F

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ding

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ompa

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imit

ed(9

) (T

hail

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laim

ei I

mpo

rt &

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ort

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, Ltd

.(V

ietn

am)

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gjiu

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taIm

port

& E

xpor

t S

pA(C

hile

)

Hon

g N

ine

Phi

lipp

ine

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it I

nc.(1

0)

(Phi

lipp

ines

)

Not

es:

(1)

Imm

edia

tely

upon

the

com

plet

ion

ofth

e[R

ED

AC

TE

D],

[RE

DA

CT

ED

]D

omes

tic

Sha

res

held

byth

ese

Sha

reho

lder

sw

ill

beco

nver

ted

into

HS

hare

sup

onap

prov

alby

the

CS

RC

.For

deta

ils

ofth

eco

nver

sion

,ple

ase

refe

rto

“Sha

reC

apit

al—

Con

vers

ion

ofO

urD

omes

tic

Sha

res

into

HS

hare

s”in

this

docu

men

t.W

eha

veap

plie

dfo

rsu

chC

onve

rsio

nof

Dom

esti

cS

hare

sin

toH

Sha

res

toth

eC

SR

Con

Sep

tem

ber

10,

2021

and

such

Con

vers

ion

ofD

omes

tic

Sha

res

into

HS

hare

sis

also

subj

ect

toth

eap

prov

alby

the

Sto

ckE

xcha

nge.

(2)

The

Sha

res

held

byth

ese

Sha

reho

lder

sar

eH

Sha

res.

(3)

Ple

ase

refe

rto

the

subs

ecti

onhe

aded

“—F

urth

erD

etai

lsof

the

[RE

DA

CT

ED

]In

vest

men

ts—

5.In

form

atio

nof

the

[RE

DA

CT

ED

]In

vest

ors”

for

the

bene

fici

alow

ners

ofou

r[R

ED

AC

TE

D]

Inve

stor

san

dth

eir

rela

tion

ship

wit

hou

rC

ompa

ny.

(4)

Eac

hof

Mr.

Den

gH

aoji

and

Ms.

Den

gH

aoyu

isth

eso

nan

dda

ught

erof

Mr.

Den

gan

dM

s.Ji

ang

resp

ecti

vely

.

(5)

For

deta

ils

ofou

rE

mpl

oyee

Ince

ntiv

eP

latf

orm

s,pl

ease

refe

rto

the

subs

ecti

onhe

aded

“Maj

orS

hare

hold

ing

Cha

nges

ofou

rG

roup

—2.

Em

ploy

eeIn

cent

ive

Pla

tfor

ms”

inth

isse

ctio

n.


– 161 –


(6)

For

deta

ils

ofth

e29

othe

rS

hare

hold

ers,

plea

sere

fer

toth

esh

areh

oldi

ngst

ruct

ure

tabl

eof

our

Com

pany

inth

esu

bsec

tion

head

ed“—

Sha

reho

ldin

gS

truc

ture

ofO

urC

ompa

ny”.

Am

ong

the

29ot

her

Sha

reho

lder

s,as

ofth

eL

ates

tP

ract

icab

leD

ate,

(i)

Mr.

Pen

gH

ew

asou

rex

ecut

ive

Dir

ecto

r;(i

i)M

s.Ji

ang

Qin

ghui

was

the

elde

rsi

ster

ofM

s.Ji

ang;

(iii

)M

r.Y

ang

Junw

enw

asou

rex

ecut

ive

Dir

ecto

r,th

ene

phew

ofM

r.D

eng

and

Ms.

Yu

Wen

liis

the

wif

eof

Mr.

Yan

gJu

nwen

;(i

v)M

s.T

anB

ow

asou

rex

ecut

ive

Dir

ecto

r;(v

)M

s.Y

uL

ixia

was

our

Sup

ervi

sor

and

(vi)

ther

ew

ere

12cu

rren

tem

ploy

ees

ofou

rC

ompa

ny(i

nclu

ding

Mr.

Pen

gH

e,M

s.Ji

ang

Qin

ghui

,M

r.Y

ang

Junw

en,

Ms.

Yu

Wen

lian

dM

s.Y

uL

ixia

).A

ccor

ding

ly,

each

ofM

r.P

eng

He,

Mr.

Yan

gJu

nwen

,M

s.Y

uW

enli

,M

s.T

anB

oan

dM

s.Y

uL

ixia

isa

core

conn

ecte

dpe

rson

ofou

rC

ompa

nyan

dhi

sor

her

Sha

res

wil

lno

tbe

coun

ted

tow

ards

the

publ

icfl

oat.

Sav

eas

disc

lose

dab

ove,

the

Sha

res

held

byth

ere

mai

ning

24ot

her

shar

ehol

ders

wil

lbe

coun

ted

tow

ards

the

publ

icfl

oat.

(7)

Cho

ngqi

ngR

unji

uw

asow

ned

asto

65.0

0%an

d35

.00%

byou

rC

ompa

nyan

dC

hong

qing

Run

chua

ng,

anIn

depe

nden

tT

hird

Par

ty(o

ther

than

bein

ga

subs

tant

ial

shar

ehol

der

inC

hong

qing

Run

jiu)

,re

spec

tive

ly.

(8)

Nir

anIn

tern

atio

nal

was

owne

das

to99

.24%

,0.

54%

and

0.22

%by

our

Com

pany

,M

r.R

ungr

uean

gW

irom

rat

and

Mr.

Tha

wee

Sae

wan

gre

spec

tive

ly.

Mr.

Run

grue

ang

Wir

omra

tw

asth

edi

rect

orof

Nir

anIn

tern

atio

nal

and

Mr.

Tha

wee

was

the

dire

ctor

ofG

reen

Fru

it.

(9)

Gre

enF

ruit

was

owne

das

to49

.00%

,25

.50%

and

25.5

0%by

Nir

anIn

tern

atio

nal

(ano

n-w

holl

yow

ned

subs

idia

ryof

our

Com

pany

),M

r.T

haw

eeS

aew

ang

and

Mr.

Run

grue

ang

Wir

omra

t,re

spec

tive

ly.

Des

pite

not

hold

ing

maj

orit

ysh

areh

oldi

ngin

Gre

enF

ruit

,ou

rC

ompa

nyha

sm

ajor

ity

voti

ngpo

wer

ofG

reen

Fru

itin

acco

rdan

cew

ith

the

arti

cles

ofas

soci

atio

nof

Gre

enF

ruit

.The

refo

re,

our

Com

pany

has

cont

rol

over

Gre

enF

ruit

and

Gre

enF

ruit

was

acco

unte

dfo

ras

asu

bsid

iary

ofou

rC

ompa

nyas

ofth

eL

ates

tP

ract

icab

leD

ate.

(10)

Hon

gN

ine

was

owne

das

to99

.50%

byou

rC

ompa

nyan

dth

ere

mai

ning

equi

tyin

tere

stw

asow

ned

asto

0.10

%,

0.10

%,

0.10

%,

0.10

%an

d0.

10%

byJe

ssie

O.A

quin

o,D

onna

Oli

veS

.M

onta

,D

omet

ila

O.

Aqu

ino,

Edw

inO

.A

quin

oan

dN

enit

aC

.T

omam

acre

spec

tive

ly,

each

ofw

hom

isa

dire

ctor

ofH

ong

Nin

e.


– 162 –


Documents

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE