Herborist-affiliated company deregistered; over 50% of revenue used for sales and marketing behind Hong Kong IPO push

Questioning AI · How to Optimize the Natural Hall Hong Kong Stock Listing Structure After Affiliate Company Deregistration?

The deregistration of the affiliate company has brought renewed attention to Nature堂, which is currently advancing its Hong Kong IPO process.

According to Tianyancha, recently, Shanghai Gami Fashion Cultural Industry Partnership (Limited Partnership) (hereinafter referred to as “Gami Fashion”) changed its business status from “Active” to “Deregistered.” Beijing News Shell Finance noted that this company, established in 2018, has been mentioned multiple times in the prospectuses of Nature堂 Global Holdings Limited (hereinafter “Nature堂”) during its Hong Kong IPO.

Gami Fashion Deregistration and Multiple Mentions in Prospectuses

This seemingly routine business change may be a key step in Nature堂’s “lightweight” approach to restructuring.

Tianyancha shows that Gami Fashion was founded in May 2018 with a registered capital of 25 million yuan. It is a limited partnership focused on cultural and creative services, with business scope including cultural and artistic exchange planning, creative services, exhibition display services, and more.

Beijing News Shell Finance’s investigation through the National Enterprise Credit Information Publicity System revealed that in February this year, Gami Fashion issued a simplified deregistration announcement, citing “decision to dissolve” as the reason. The company’s registration status is now “Deregistered.”

Rewinding to September 29, 2025, Nature堂 submitted its IPO prospectus to the Hong Kong Stock Exchange, planning to list on the Main Board, with Huatai International and UBS Group serving as joint sponsors. In this prospectus, Gami Fashion is mentioned multiple times.

The prospectus states that, to optimize its corporate structure and facilitate easier access to international capital markets, Nature堂 has undergone a series of reorganizations. Gami Fashion played an important role in this process.

Specifically, in June 2018, Gami Fashion subscribed to 25 million yuan of newly issued registered capital in one of Nature堂’s main subsidiaries, Nature堂 Limited, at a total consideration of 25 million yuan. After this capital increase, Nature堂 Limited’s registered capital increased to 250 million yuan, with Gami Fashion holding a 10% stake.

Before the reorganization, Gami Fashion was held by Nature堂 founder Zheng Chunying and her brother Zheng Chunbin, with 99% and 1% ownership respectively.

[Image: Screenshot of Nature堂 IPO Prospectus]

As part of the restructuring, in March 2024, Gami Fashion entered into a share transfer agreement with Nature堂’s wholly foreign-owned enterprise, agreeing to transfer all its equity in Nature堂 Limited to the foreign-owned enterprise. Following a series of acquisitions, Nature堂 Limited became wholly owned by the foreign enterprise, further clarifying and optimizing Nature堂’s shareholding structure.

Repeated Emphasis on “Technology Leadership,” R&D Expense Ratio Declining Year by Year

Behind Gami Fashion’s deregistration, Nature堂 faces scrutiny from capital markets. It needs to demonstrate not only impressive revenue figures but also its determination and ability to break the stereotypes of “dependence on a single brand” and “heavy marketing, light R&D.”

In the prospectus, Nature堂 positions itself as “one of the few domestic cosmetics companies with over 20 years of history.”

Founded in 2001, the company launched its flagship brand “Nature堂” and the mid-to-high-end anti-aging brand “Meisu” in the field of tech beauty. Subsequently, Nature堂 accelerated the construction of a multi-brand matrix, launching the tech anti-aging brand “Chunxia,” the sensitive skin-focused skincare brand “Pofu Yan,” and the scientific skincare brand “Jichu” between 2018 and 2023.

With the advertising slogan “You are already very beautiful,” the Nature堂 brand has become well-known among consumers. From 2022 to 2024, the brand contributed 94.6%, 95.9%, and 95.4% of the company’s revenue respectively. In the first half of 2025, Nature堂 generated 2.323 billion yuan in revenue, accounting for approximately 94.9% of the company’s total revenue.

[Image: Screenshot of Nature堂 IPO Prospectus]

In contrast, in the first half of 2025, the combined revenue share of the other four brands was only 4.8%, indicating that a second growth curve with scale effects has yet to form. This has led to questions about Nature堂’s “over-reliance on a single brand.”

Additionally, Beijing News Shell Finance noted that Nature堂 is also labeled as “heavy on marketing and light on R&D.”

In the first half of 2025, Nature堂’s sales and marketing costs increased by approximately 5.5% year-over-year to 1.347 billion yuan, accounting for 55% of total revenue. More than half of its income is spent on sales and marketing. Breaking down these costs, marketing and promotion expenses reached 1.045 billion yuan, an 8.6% increase from the previous year.

Regarding R&D, despite repeatedly emphasizing “technology leadership” in the prospectus and aiming to “become China’s number one and the world’s leading tech beauty company,” the company’s R&D expense ratio is not industry-leading and has been decreasing annually.

Data shows that from 2022 to 2024, R&D expenditures were approximately 120 million yuan, 93.82 million yuan, and 91.12 million yuan respectively, accounting for about 2.8%, 2.1%, and 2% of annual revenue. In the first half of 2025, this ratio dropped further to 1.7%, with R&D spending decreasing to 42.38 million yuan from 44.73 million yuan year-over-year, a 5.27% decline.

It is worth noting that according to HKEX IPO procedures, the submitted prospectus is valid for six months. If the company does not complete the listing hearing or process within this period, the prospectus will automatically expire, and the company must update data and resubmit.

For Nature堂, which submitted its prospectus to HKEX on September 29 last year, time is running out. Whether the listing process can make substantial progress in the short term remains to be seen. Beijing News Shell Finance will continue to monitor.

Beijing News Shell Finance Reporter: Li Zheng

Editor: Wang Jinyu

Proofreader: Liu Baoqing