奈雪的茶-奈雪招股书

1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in rel

2、iance upon the whole or any part of the contents of this Application Proof.Application Proof ofNayuki Holdings Limited奈雪的茶控股有限公司 (the “Company”)(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by The Stock Exchange of Hong Kong L

3、imited (the “Exchange”)/the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong.This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewin

4、g this document, you acknowledge, accept and agree with the Company, its sponsor, advisers or member of the underwriting syndicate that:this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision s

5、hould be based on the information contained in this document;the publication of this document or supplemental, revised or replacement pages on the Exchanges website does not give rise to any obligation of the Company, its sponsor, advisers or members of the underwriting syndicate to proceed with an

6、offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering;the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document;the Application Proo

7、f is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Listing Rules;this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any

8、jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;this document must not be regarded as an inducement to subscribe for or purchase any securit

9、ies, and no such inducement is intended;neither the Company nor any of its affiliates, advisers or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document;no application for the securities mentioned in this document should

10、 be made by any person nor would such application be accepted;the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States;as there may be legal restrictions on the

11、distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; andthe application to which this document relates has not been approved for listing and the Exchange and the Commissio

12、n may accept, return or reject the application for the subject public offering and/or listing.If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Companys prospectus registered with t

13、he Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period.If you have doubt about any of the contents in this Document, you should obtain independent professional advice.Nayuki Holdings Limited奈雪的茶控股有限公司 (Incorporated in the Cayman Islands with

14、 limited liability)REDACTEDNumber of REDACTED under theREDACTED:REDACTED Shares (subject to theREDACTED)Number of REDACTED:REDACTED Shares (subject to reallocation)Number of REDACTED:REDACTED Shares (subject to reallocationand the REDACTED)REDACTED:HK$REDACTED per REDACTED plusbrokerage of 1.0%, SFC

15、 transaction levy of 0.0027% and Hong Kong Stock Exchangetrading fee of 0.005% (payable in full onapplication in Hong Kong dollars, subject to refund)Nominal value:US$0.00005 per ShareREDACTED:REDACTEDJoint SponsorsREDACTEDHong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Lim

16、ited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of

17、the contents of this Document.A copy of this Document, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies and available for inspection” in Appendix V to this Document, has been registered by the Registrar of Companies in Hong Kong

18、 as required by Section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this Document or any other documents r

19、eferred to above.The REDACTED is expected to be determined by agreement between the REDACTED (for themselves and on behalf of the REDACTED) and our Company on the REDACTED. The REDACTED is expected to be on or around REDACTED and, in any event, not later than REDACTED.The REDACTED will be not more t

20、han HK$REDACTED and is currently expected to be not less than HK$REDACTED unless otherwise announced. If, for any reason, the REDACTED is not agreed by REDACTED between the REDACTED (for themselves and on behalf of the REDACTED) and our Company, the REDACTED will not proceed and will lapse.The REDAC

21、TED (on behalf of the REDACTED) may, with our consent, reduce the number of REDACTED being offered under the REDACTED and/or the indicative REDACTED below that stated in this Document at any time on or prior to the morning of the last day for lodging applications under the REDACTED. For further info

22、rmation, please refer to the sections headed “Structure of the REDACTED” and “How to apply for REDACTED” in this Document.The obligations of the REDACTED under the REDACTED are subject to termination by the REDACTED (on behalf of the REDACTED) if certain grounds arise prior to 8:00 a.m. on the REDAC

23、TED. See the section headed “ REDACTED” in this Document.Prior to making an REDACTED decision, prospective REDACTED should consider carefully all of the information set out in this Document, including the risk factors set out in the section headed “Risk Factors” in this Document.The REDACTED have no

24、t been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be REDACTED, sold, pledged, or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S) exception in transactions

25、 exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The REDACTED are being offered and sold (i) solely to QIBs pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in accordance wit

26、h Regulation S.REDACTEDREDACTEDREDACTEDIMPORTANTREDACTEDREDACTEDREDACTEDREDACTEDIMPORTANT NOTICE TO PROSPECTIVE REDACTEDThis Document is issued by us solely in connection with the REDACTED and the REDACTED and does not constitute an REDACTED to sell or a solicitation of an REDACTED to buy any securi

27、ty other than the REDACTED offered by this Document pursuant to the REDACTED. This Document may not be used for the purpose of making, and does not constitute, an REDACTED or REDACTED in any other jurisdiction or in any other circumstances. No action has been taken to permit a REDACTED of the REDACT

28、ED in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this Document in any jurisdiction other than Hong Kong. The distribution of this Document for purposes of a REDACTED and the REDACTED and sale of the REDACTED in other jurisdictions are subject to

29、restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.You should rely only on the information contained in this Documen

30、t and the REDACTED to make your REDACTED decision. The REDACTED is made solely on the basis of the information contained and the representations made in this Document. We have not authorized anyone to provide you with information that is different from what is contained in this Document. Any informa

31、tion or representation not contained nor made in this Document and the REDACTED must not be relied on by you as having been authorized by us, the Joint Sponsors, the REDACTED, the REDACTED, the REDACTED, any of the REDACTED, any of our or their respective directors, officers, employees, agents, or r

32、epresentatives of any of them or any other parties involved in the REDACTED.PageExpected Timetable iContents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivSummary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33、 . . . . . . . . . . . . . . . . . . . . . . . 1Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Glossary of Technical Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Forward-Lookin

34、g Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 HYPERLINK l _TOC_250002 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Waivers from Strict Compliance with the Listing Rules a

35、nd the Companies(Winding Up and Miscellaneous Provisions) Ordinance . . . . . . . . . . . . . . . . . . 85Information about this Document and the REDACTED . . . . . . . . . . . . . . . . . . 95Directors and Parties Involved in the REDACTED . . . . . . . . . . . . . . . . . . . . . . 99Corporate Info

36、rmation 106Industry Overview 109History, Reorganization and Corporate Structure 123Business 148Regulations 226Relationship with the Controlling Shareholders 244Connected Transactions 249Directors and Senior Management 258 HYPERLINK l _TOC_250001 Substantial Shareholders 273Share Capital 277Financial

37、 Information 280Future Plans and Use of REDACTED 337 HYPERLINK l _TOC_250000 REDACTED 340Structure of the REDACTED 353How to Apply for REDACTED 365Appendix IAccountants Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1Appendix IIREDACTED. . . . . . . . . . . . . . . . .

38、. . . . . . . . . . . . . . . . . . . . . . . II-1Appendix IIISummary of the Constitution of the Company andCayman Islands Company Law . . . . . . . . . . . . . . . . . . . . . . . . III-1Appendix IVStatutory and General Information. . . . . . . . . . . . . . . . . . . . . . . IV-1Appendix VDocument

39、s Delivered to the Registrar of Companies andAvailable for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1This summary aims to give you an overview of the information contained in this Document. As it is a summary, it does not contain all the information that may be import

40、ant to you and is qualified in its entirety by, and should be read in conjunction with, the full text of this Document. You should read the entire document before you decide to REDACTED in the REDACTED.There are risks associated with any REDACTED. Some of the particular risks in REDACTED in the REDA

41、CTED are set out in “Risk Factors” in this Document. You should read that section carefully before you decide to REDACTED in the REDACTED.OVERVIEWWe operate Nayuki teahouses, a leading premium modern teahouse chain in China serving top-quality tea drinks freshly made with fine ingredients. Six years

42、 ago, our founders, inspired by Chinese tea culture and the global coffee chain concept, opened our first Nayuki teahouse in Shenzhen, China, with a desire to re-invigorate the tea-drinking experience for those who crave fresher, better tasting, and more accessible tea drinks. Today, our flagship br

43、and, Nayuki, is synonymous with what our founders set out to create. We believe that Nayuki has become an icon among Chinas young, discerning tea drinkers who associate us with top-quality freshly-made tea drinks that taste great and are fun to drink.Through our self-operated premium modern teahouse

44、s, we have created a comfortable, upscale social space thoughtfully designed by us for our customers and communities to get together and enjoy a superior tea-drinking experience. Our tea drinks can also be conveniently enjoyed on-the-go to accommodate the increasingly rapid pace of everyday life. Ou

45、r Nayuki teahouse network has experienced a rapid expansion, with the number of Nayuki teahouses growing from 44 as of December 31, 2017 to 422 as of September 30, 2020, which include 420 Nayuki teahouses covering 61 cities across mainland China and one Nayuki teahouse in each of Hong Kong SAR and J

46、apan. Nayuki had the most extensive premium modern teahouse network in China in terms of the number of cities covered as of September 30, 2020, according to CIC. In November 2020, we launched our new teahouse format, Nayuki PRO, with a goal to bring Nayuki closer to our customers everyday life. With

47、 the debut of Nayuki PRO, we have successfully deployed an extensive network of Nayuki teahouses covering high-traffic locations such as premium premises in upscale shopping malls, office buildings and the centers of residential neighborhoods, thereby making our Nayuki products and experience more a

48、ccessible by our customers, at their leisure or on their daily commute.We are committed to product quality and innovation. According to CIC, we are the first in China to make freshly brewed tea drinks with fresh fruit and the first to innovate the concept of pairing freshly-made tea drinks with hand

49、crafted freshly baked goods in China. Headed by our co-founder and General Manager, our product development team tirelessly refines our menu with new and innovative items. This has led to a core Nayuki menu of over 25 varieties of classic tea drinks and over 25 varieties of baked goods as of the Lat

50、est Practicable Date. To keep our offerings fresh, we also continuously innovate around our core menu, with approximately one new drink launched every week on average and approximately 60 seasonal products introduced since 2018. Our tea drinks include fresh fruit teas, milk teas and pure teas-all fr

51、eshly prepared using premium tea leaves and top-quality ingredients sourced from quality suppliers. We make most of our innovative baked goods fresh within our teahouses every day to complement our tea drinks. In addition, we offer a wide selection of retail products, such as gift tea boxes, snacks

52、and ready-to-drink tea beverages, catering to the diversified needs and preferences of our customers.To make the Nayuki experience more convenient and personalized for our customers, we have introduced the Nayuki membership program and our Nayuki app, which are fully integrated with our Nayuki teaho

53、use network. As of the Latest Practicable Date, we had approximately 29.2 million members registered with our Nayuki membership program. In the nine months ended September 30, 2020, approximately 49.4% of the total number of our Nayuki orders was contributed by our Nayuki members. Through our Weixin

54、/WeChat and Alipay mini programs and Nayuki app, our customers can easily join our membership program, find the nearest Nayuki teahouse, and place delivery and pickup orders at their fingertips. In 2018 and 2019, and the nine months ended September 30, 2019 and 2020, approximately 4.4%, 12.5%, 11.5%

55、 and 23.9% of Nayuki orders, respectively, were delivery orders placed by our customers through our Weixin/WeChat and Alipay mini programs, Nayuki app and other third-party online ordering platforms.We have achieved strong operational and financial performance for our Nayuki teahouse network during

56、the Track Record Period. Our Nayuki teahouse network grew rapidly from 44 as of December 31, 2017 to 422 as of September 30, 2020, and further to 507 as of the Latest Practicable Date. Revenues generated by our Nayuki teahouses increased from RMB909.5 million in 2018 to RMB2,291.5 million in 2019, a

57、nd from RMB1,591.6 million for the nine months ended September 30, 2019 to RMB1,985.5 million for the same period in 2020. Our profitability at the group level improved from 2018 to 2019, with non-IFRS adjusted net loss decreasing substantially from RMB56.6 million in 2018 to RMB11.7 million in 2019

58、. Additionally, same store profit margin for Nayuki remained stable at 24.9% and 25.3% in 2018 and 2019, respectively.OUR TEAHOUSE BRANDSOur flagship brand is Nayuki, a leading premium modern teahouse brand with a broad network of regular Nayuki teahouses and a growing network of Nayuki PRO teahouse

59、s. We also operate a sub-brand Tai Gai. During the Track Record Period, our flagship Nayuki teahouses had generated a vast majority of our revenues and we expect Nayuki teahouses to continue to account for substantially all of our business operations in the near future.The following table sets forth

60、 a breakdown of our revenues for the periods indicated.For the year ended December 31,For the nine months ended September 30,2018RMB%2019RMB%2019RMB%2020RMB%(in thousands, except percentages)Nayuki909,53983.72,291,45991.61,591,59691.01,985,49893.9Tai Gai155,74114.3185,2077.4139,4558.0111,2175.3Other