石榴云医美股招股说明书(2025-10-09版)

POMDOCTOR LIMITED Representing 833,334 Class A Ordinary Shares Thisis an initial public offering of 5,000,004 American depositary shares,orADSs, by POMDOCTOR LIMITED, a holding company incorporated in the Cayman Islands withitsoperations conducted by its subsidiaries and contractual arrangements with itsvariableinterest entity(the“VIE”).Six ADSs represent one ClassAordinaryshare,par value US$0.0001 per share.The initial public offering price is US$4.00per ADS. Priorto this offering,there has been no public market for the ADSs or ourClassAordinary shares.Our ADSs have been approved for listing on the NasdaqGlobal Market (the “Nasdaq”) under the symbol “POM.” Followingthe completion of this offering,our issued and outstanding sharecapital will consist of ClassA ordinary shares and Class B ordinary shares. HoldersofClass A ordinary shares and Class B ordinary shares have the same rights exceptforvoting and conversion rights.Each ClassAordinary share is entitled to onevote per share, while each ClassB ordinary share is entitled to 20 votes per share.Holdersof ClassAand Class B ordinary shares will vote together as one class onallmatters that require a shareholders’vote.Each ClassBordinary share isconvertible into one ClassA ordinary share at any time by the holder thereof, whileeachClass A ordinary shares is not convertible into Class B ordinary shares underanycircumstance.See“Description of Share Capital.”Following the completion ofthisoffering,Mr.ZhenyangShi,our Chairman and Chief Executive Officer,and Ms.LiXu,our Chief Financial Officer,will beneficially own all of our issued andoutstandingClassBordinary shares,which will constitute approximately 10.3%ofourtotal issued and outstanding ordinary shares on an as-converted basis,assumingthatthe underwriters do not exercise their option to purchase additional ADSs.Mr.ZhenyangShi,as a result of his sole voting power and an irrevocable voting proxygranted by Ms. Li Xu, will beneficially own all of our issued Class B ordinary sharesandwill collectively be able to exercise 76.0%of the aggregate voting power of ourtotal issued and outstanding ordinary shares immediately after the completion of thisoffering,assuming that the underwriters do not exercise their option to purchaseadditionalADSs.As a result of the dual-class share structure,the delegation ofvotingrights and the concentration of ownership,Mr.Zhenyang Shi will haveconsiderableinfluenceovermatterssuchasdecisionsregardingmergersandconsolidations,election of directors,and other significant corporate actions.Immediatelyfollowing the completion of this offering,we will be a“controlledcompany” within the meaning of the Nasdaq rules. See “Principal Shareholders.” Weare an“emerging growth company”under applicable U.S.federalsecuritieslaws and are eligible for reduced public company reportingrequirements.Investing in our ADSs involves risks.See“Risk Factors”beginningon page 25. TheVIE is consolidated for accounting purpose only and PomDoctor does not own anyequityinterest in the VIE.PomDoctor does not conduct operations directly,and itssubsidiaries and the VIE conduct operations Table of Contents inChina.Foreign ownership of certain of our businesses including value-addedtelecommunicationservices and medical institutions is subject to restrictions undercurrent PRC laws and regulations. As such, our WFOE is not eligible to provide value-addedtelecommunication services,services as internet hospitals or provide certainotherrestricted services related to our businesses.We therefore operate thesebusinessesin China through the VIE and its subsidiaries.Fora summary of thesecontractualarrangements,see“Corporate History and Structure—ContractualArrangementswith The VIE and Its Shareholders.” Investors in the ADSs thus are notpurchasing,and may never directly hold,equity interests in the VIE.Asused inthis prospectus, “we,” “us” or “our” refers to PomDoctorand its subsidiaries. Ourcorporate structure is subject to risks relating to our contractualarrangementswith Qilekang Digital Health and its shareholders.Such contractualarrangementshave not been tested in any of the PRC courts.There are substantialuncertaintiesregarding the interpretation and application of current and future PRClaws,regulations,and rules relating to these contractual arrangements.If the PRCgovernmentfinds these contractual arrangements non-compliantwiththe restrictionson direct foreign investment in the relevant industries, or if the relevant PRC laws,regulations,and rules or the interpretation thereof change in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in the VIE orforfeit our rights under the contractual arrangements. PomDoctor and investors in theADSsface uncertainty about potential future actions by the PRC government,whichcould affect the enforceability of our contractual arrangements with Qilekang DigitalHealth and, consequently, could result in a material adverse change in our operationsandthe