Hangzhou Green Cloud Software Co., Ltd. (Green Cloud) submitted a listing application to the Main Board of the Hong Kong Stock Exchange on February 20, 2026, with China International Capital Corporation (CICC) acting as the sole sponsor.
Despite once being fervently pursued by capital, shareholders appear to have lost patience. In February 2025, several shareholders reduced their holdings by 383 million yuan, leading to the exit of investors including Hangzhou Kounen, Haikong Tiancheng, Tongchuang Kounen, Fenzi Technology, and Yunxi Investment. This significantly increased the concentration of company ownership, with co-founders Yang Mingkui and Gao Liang collectively controlling nearly 60% of the voting rights.
Furthermore, Green Cloud had previously attempted an A-share IPO and a listing on the New Third Board, both without success. Notably, material discrepancies exist between key financial data in the current prospectus and the company's earlier Public Transfer Prospectus, raising questions about the accuracy of its information disclosure.
According to its website, Green Cloud is headquartered in Hangzhou and has over 30 years of experience in hotel information systems, being an early pioneer in China's PMS industry. PMS acts as the central nervous system for hotel operations, handling front-desk duties such as check-ins, room changes, check-outs, payment settlements, and cross-channel order management. Green Cloud's business has now expanded beyond traditional PMS, forming four major business clusters: Green Cloud PMS, OperaPMS, Data Platform, and E-commerce Platform.
The company was once a darling of investors. In 2016, it completed Series A and A+ financing rounds of 12.75 million yuan and 30 million yuan within two months, with post-investment valuation rising from 100 million yuan to 250 million yuan. Subsequently, it completed Series B, C, and D financing rounds in 2018, 2020, and 2023, raising 80 million yuan, 28.47 million yuan, and 50 million yuan respectively, and attracting investors like Tongwei Venture and Trip.com. Upon completion of the Series D round, the post-investment valuation reached 2.525 billion yuan.
After the Series D round, Green Cloud planned an A-share IPO. It completed its IPO辅导备案 in September 2023, appointing Guotai Junan as its sponsor. In June 2024, it applied for a New Third Board listing, but the process stalled after the second round of inquiries. As of July 2025, the company was still in the IPO辅导 phase. However, it has since terminated its A-share listing plan, with the official reason undisclosed; market analysis suggests it may be related to litigation involving its founders.
In the competitive hotel PMS sector, Green Cloud has competed for years with XiRuan, a subsidiary of Shiji. The history between the two companies spans over a decade. In December 2006, XiRuan's founding shareholders, including Yang Mingkui and Gao Liang, signed agreements with Shiji that included non-compete clauses. After Yang Mingkui sold his remaining XiRuan shares and left in 2011, Shiji sued him in 2015 for violating the non-compete agreement. A final judgment in 2017 ordered Yang to pay 5.4 million yuan in compensation. Co-founder Gao Liang was also involved in related litigation, with a final ruling dismissing the claims against him in February of this year. Shortly after this ruling, Green Cloud swiftly submitted its Hong Kong IPO application. Pre-IPO, Yang and Gao collectively control 58.81% of the voting rights.
The shareholder exits in February 2025 resulted in a net cash outflow of 375 million yuan from financing activities for Green Cloud in the first three quarters of 2025. Cash and cash equivalents decreased by 341 million yuan net, leaving a balance of just 52.18 million yuan, a sharp 86.7% decrease from the start of the year, with the debt-to-asset ratio approaching 100%. These early exits suggest a loss of confidence in Green Cloud's story within the primary market, making this IPO a critical attempt to secure necessary funding.
Operationally, Green Cloud faces pressures. From 2022 to 2024 and the first three quarters of 2025, it reported revenues of 256 million yuan, 337 million yuan, 327 million yuan, and 225 million yuan, with net profits of 38.864 million yuan, 73.851 million yuan, 68.968 million yuan, and 34.57 million yuan, respectively. While performance surged in 2023, it declined in 2024, indicating instability.
Another significant issue is high supplier concentration. The OperaPMS system, crucial for entering the high-end hotel market, relies heavily on external technology. In 2023, 2024, and the first three quarters of 2025, purchases from its largest supplier, Oracle, accounted for 65.1%, 63.9%, and 66.1% of total procurement, respectively. In contrast, Shiji's purchases from its largest supplier were only 13.9% and 19.7% in 2023 and 2024, indicating much lower concentration. According to inquiry responses, approximately 40% of Green Cloud's oHotel-related business revenue and gross profit involves Oracle Hospitality products, requiring purchases of OPERA, Simphony, and related support services from Oracle.
Crucially, several financial figures in the current prospectus differ materially from those in the Public Transfer Prospectus. - Regarding gross margin: The prospectus reports 64.1% for 2023, while the Public Transfer Prospectus shows 65.71%, a difference of about 1.6 percentage points. - Regarding business segmentation: The prospectus states revenue from Digital Solutions for the Accommodation Industry was 270 million yuan (80.1% of total) in 2023, whereas the Public Transfer Prospectus reports 139 million yuan (41.2% of total), nearly doubling the figure and raising questions about the change in segmentation methodology. - Regarding sales model: The prospectus reports distribution revenue of 9.628 million yuan (2.8% of total) for 2023, compared to 15.326 million yuan (4.5% of total) in the Public Transfer Prospectus, a 59.2% discrepancy. - Regarding customer retention rate: The prospectus shows rates of 96.6%, 96.0%, 97.5%, and 97.3% for 2023, 2024, and the first three quarters of 2025, consistently above 96%. The Public Transfer Prospectus, however, reports a 64% rate for 2023, a difference of 32.6 percentage points. - Regarding operating cash flow: The prospectus reports 91.505 million yuan for 2023, while the Public Transfer Prospectus shows 93.841 million yuan, a 2.55% difference. - Regarding investing cash flow: The prospectus reports net cash used of -49.738 million yuan for 2023, whereas the Public Transfer Prospectus reports net cash generated of 68.426 million yuan, indicating opposite cash flow directions.
These discrepancies are difficult or impossible to explain by differences in accounting standards, raising questions about whether they are unintentional errors or deliberate actions, and what role was played by sponsor CICC and auditor EY.
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