JST GROUP launched its global offering on October 13, 2025, with listing expected on October 21. The company is using a fixed pricing mechanism with an offer price of HK$30.60 per share. The base offering consists of approximately 68.17 million shares, representing a fundraising scale of HK$2.09 billion and a post-listing market capitalization of HK$13 billion. If the offering size adjustment option and over-allotment option are exercised in full, the fundraising scale will further increase to HK$2.76 billion. According to the prospectus, 55% of the net proceeds will be used for R&D, 25% for sales and marketing, 10% for strategic investments, and 10% for general corporate purposes. The offering adopts Mechanism B, with the Hong Kong public offering representing 10% of the total offering.

After four attempts to go public in June 2023, March 2024, November 2024, and May 2025, JST GROUP finally launched its global offering in October 2025. This timing precisely meets the betting agreement deadline of "completing listing before the end of 2025," clearly carrying the urgency of a sprint to meet betting requirements. However, this "sprint-style" listing to meet deadlines raises questions about whether the company is fully prepared for capital market scrutiny. From currently exposed issues, the answer may not be optimistic - on the profitability front, the 2024 turnaround to profit relied on non-recurring factors such as deferred income tax, with fundamental profitability not yet solidified, and returning to losses in H1 2025 due to preferred share adjustments, showing obvious instability; on valuation, the HK$13 billion market cap corresponds to P/E and P/S ratios far exceeding Hong Kong SaaS industry averages, with elevated valuations lacking sufficient fundamental support; notably, before the IPO homestretch, existing shareholder Goldman Sachs not only did not participate as a sponsor but completely exited through share repurchases, further amplifying market concerns about the company's prospects.

**Three Existing Shareholders Participate as Cornerstone Investors, No Foreign Long-term or Industrial Investors**

As a company deeply rooted in e-commerce SaaS ERP, JST GROUP's development trajectory is closely tied to industry cycles. Established in 2014, the company initially entered the market with e-commerce SaaS ERP as its core, quickly gaining traction through products and services. As customer needs evolved, it has now expanded into a comprehensive SaaS collaborative platform integrating various merchant services, covering core scenarios including multi-platform order management, inventory collaboration, and business-finance integration.

For this IPO offering, JST GROUP secured 13 cornerstone investors to strengthen its issuance foundation, with each cornerstone investor subscribing to US$10 million, totaling US$130 million in subscriptions, corresponding to 33.06 million shares, representing 48.5% of the base offering size. Cornerstone investors include existing shareholders Blue Lake Capital, GGV Capital, and Sequoia Capital; renowned domestic institutions such as China Universal Asset Management, Greenwoods Asset Management, High-Flyer, and Panzer Capital; as well as overseas investors including Dymon Asia, Fourier Capital, and Jain Global. Compared to recent Hong Kong IPO projects, while the company stands out in terms of cornerstone investor count and proportion, the cornerstone lineup lacks industrial investors and foreign long-term funds. Additionally, the participation of three existing shareholders suggests that the company's fundamentals and future growth potential may not have successfully convinced more new investors to participate. Overall, there remains room for improvement in the diversity of the company's cornerstone investor structure.

**2024 Full-Year Profit Entirely Dependent on Deferred Income Tax Turnaround, Returns to Loss in H1 2025**

Financially, the company's revenue for 2022-2024 was RMB520 million, RMB700 million, and RMB910 million respectively, with a three-year CAGR of 31.9%, demonstrating certain growth resilience. However, H1 2025 revenue of RMB520 million showed a slowdown in growth momentum with a year-over-year growth rate of 24.4%. On profitability, the company finally achieved accounting turnaround after 10 years of establishment in 2024 - net profits for 2022-2024 were -RMB510 million, -RMB490 million, and RMB10 million respectively. However, the 2024 profit mainly relied on approximately RMB90 million contribution from deferred income tax. Excluding this factor, the company still had a pre-tax loss of approximately RMB80 million in 2024, indicating that fundamental profitability has not yet solidified. In H1 2025, the company achieved operating profit of RMB270 million, but due to convertible redeemable preferred share loss adjustments, overall net loss was RMB40 million. Overall, while the company shows significant revenue growth, profitability performance remains unstable with "extraordinary items" still affecting final profit levels. Although the clearing of convertible redeemable preferred share losses after listing will reduce some loss pressure, whether the company can maintain profitability operationally remains to be seen.

**HK$13 Billion Market Cap Doubles Series C Valuation, TTM P/S Ratio of 14x Far Exceeds Comparable Companies**

From the financing history perspective, JST GROUP benefited from the boom period of the e-commerce SaaS track to achieve rapid valuation growth, but the valuation level of this IPO still needs to be examined in conjunction with industry environment and company fundamentals. From 2015-2020, the company completed 7 rounds of financing, with valuation skyrocketing from RMB8.3 million in the angel round to RMB6 billion in Series C, growing over 70 times in 6 years. This growth mainly relied on the high-speed expansion of the e-commerce SaaS industry at the time. Based on 2020 revenue levels (RMB290 million), the company's Series C valuation reached as high as 20x 2020 PS. However, after 2020, as industry enthusiasm cooled, the company conducted no new financing, and overall SaaS industry valuations significantly retreated. Yet this Hong Kong IPO sees its valuation leap to HK$13 billion, nearly doubling the Series C's RMB6 billion (approximately HK$6.57 billion at current exchange rates). While the company's business scale has expanded over the five-year interval, can this valuation leap be supported by fundamentals against the backdrop of declining SaaS industry sentiment?

The company's IPO market cap corresponds to a 2024 P/E ratio of 1,175x, significantly elevated. In terms of P/S ratio, 2024's 15.7x far exceeds the 7.6x average of Hong Kong SaaS companies, and the TTM P/S ratio of 14.1x also exceeds the industry average of 7.7x. Even Kingdee International, a leading Hong Kong SaaS company with a market cap of HK$59 billion, has 2024 P/S and TTM P/S ratios of only 10.3x and 9.8x respectively, still significantly lower than JST GROUP's P/S ratios. Combined with insufficient valuation safety margin reserved for the IPO, the possibility of the company facing a break-issue after listing has become a widespread market concern.

**Goldman Sachs Participated in Series C but Did Not Serve as Sponsor, Exited in May 2025 with 50% Gains**

Notably, as a participant in the company's Series C financing, Goldman Sachs's exit adds uncertainty to this IPO. Goldman Sachs participated in JST GROUP's Series C financing in 2020. Typically, such investments are common arrangements for investment banks to compete for subsequent IPO sponsor roles. However, when the company first filed in June 2023, the joint sponsors were CICC and J.P. Morgan, with Goldman Sachs not among the sponsors. More critically, according to the latest prospectus disclosure, JST GROUP has repurchased all of Goldman Sachs's Series C investment shares at 150% of the original purchase price, totaling approximately US$75.6 million (calculated at 10% annual rate post-Series C). Before the IPO homestretch, as an existing shareholder with better understanding of the company's operating conditions and industry trends, does Goldman Sachs's exit stem from concerns about the company's post-listing performance?