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琻捷電子科技 ( 江蘇 ) 股份有限公司
SENASIC Electronics Technology Co., Ltd.
GLOBAL OFFERING
Stock Code : 6675
(A joint stock company incorporated in the People’s Republic of China with limited liability)
琻捷電子科技 ( 江蘇 ) 股份有限公司
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice.
ܩ
SENASIC Electronics Technology Co., Ltd.
Ҧ (Ϫᘽ )ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
Global Offering
Number of Offer Shares under
the Global Offering
: 53,407,000 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 5,340,800 H Shares (subject to reallocation)
Number of International Offer Shares : 48,066,200 H Shares (subject to reallocation
and the Over-allotment Option)
Offer Price : HK$18.36 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Hong Kong Stock Exchange trading fee of
0.00565% (payable in full on application in
Hong Kong dollars and subject to refund)
Nominal value : RMB0.05 per H Share
Stock code : 6675
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and
Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or
in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and
Available on Display” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong 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 of Hong Kong and the Registrar of Companies
in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price will be HK$18.36 per Offer Share. The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters), may, with the consent of our Company, reduce
the number of Offer Shares and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the last date for lodging ap plications under the
Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price will be publ ished as soon as
practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applic ations under the Hong
Kong Public Offering. Such notices will also be available on the website of our Company at https://www.senasic.com/ and on the website of the Stock Exchange at
www.hkexnews.hk . Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, in partic ular, the risk factors
set out in “Risk Factors”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Sponsor-OCs
(for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwri ting” in this prospectus.
It is important that you refer to that section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold,
pledged or transferred within or to the United States, or for the account or benefit of US persons (as defined in Regulation S), except in transactions e xempt from,
or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside of the United States in offshore
transactions in accordance with Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in
relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at https://www.senasic.com/ . If you require
a printed copy of this prospectus, you may download and print from the websites above.
IMPORTANT
June 9, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this prospectus to the public.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at
www.senasic.com. If you require a printed copy of this prospectus, you may download and
print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to
apply on your behalf by instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via HKSCC’s FINI system to
apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer
Shares by the public. The contents of the electronic version of this prospectus are identical to the
printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses above.
See “How to Apply for Hong Kong Offer Shares” for further details of the procedures through
which you can apply for the Hong Kong Offer Shares electronically.
IMPORTANT
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Y our application through the HK eIPO White Form service or the HKSCC EIPO channel must be
made for a minimum of 200 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer
Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will
be considered and such an application is liable to be rejected.
If you are applying through the HK eIPO White Form service, you may refer to the table below for
the amount payable for the number of H Shares you have selected. Y ou must pay the respective amount
payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to pre-fund your
application based on the amount specified by your broker or custodian, as determined based on the
applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30
400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35
600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42
800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48
1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55
1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60
1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90
1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20
1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400
(1) 49,522,996.86
2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially
offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules)
or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO
White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be
paid to the SFC, the Stock Exchange and the AFRC, respectively.
IMPORTANT
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Should there be any changes to the dates mentioned in the following expected timetable (1) of
the Hong Kong Public Offering, an announcement will be made and published on the website of the
Stock Exchange at www.hkexnews.hk and our website at www.senasic.com of the revised timetable.
Hong Kong Public Offering commences .................................... .9:00 a.m. on
Tuesday, June 9, 2026
Latest time for completing electronic applications under the
HK eIPO White Form service through the designated website at
www.hkeipo.hk (2) .................................................. 1 1:30 a.m. on
Friday, June 12, 2026
Application lists open (3) ................................................ 1 1:45 a.m. on
Friday, June 12, 2026
Latest time for (a) completing payment for HK eIPO White Form
applications by effecting internet banking transfer(s) or PPS
payment transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ........................................... .12:00 noon on
Friday, June 12, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to apply for Hong Kong
Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for
giving such instructions, which may be different from the latest time as stated above.
Application lists close (3) .............................................. .12:00 noon on
Friday, June 12, 2026
Announcement of the Offer Price, the level of applications in the
Hong Kong Public Offering, the level of indications of interest in
the International Offering and the basis of allocation of the Hong
Kong Offer Shares to be published on the website of the Stock
Exchange at www.hkexnews.hk and our website at
www.senasic.com by(5) .............................................. 1 1:00 p.m. on
Tuesday, June 16, 2026
EXPECTED TIMETABLE
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Results of allocation in the Hong Kong Public Offering to be available through a variety of channels
as described in “How to Apply for Hong Kong Offer Shares—B. Publication of Results,” including
through:
(1) from the “Allotment Results” page at the designated results of
allocations website at www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with a “search by ID” function on
a 24-hour basis from .............................................. 1 1:00 p.m. on
Tuesday, June 16, 2026 to
12:00 midnight on
Monday, June 22, 2026
(2) the allocation results telephone enquiry line by calling
+852 3691 8488 between 9:00 a.m. and 6:00 p.m. from .........W ednesday, June 17, 2026, to
Tuesday, June 23, 2026
(excluding Saturday, Sunday and
public holidays in Hong Kong)
H Share certificates in respect of wholly or partially successful
applications to be dispatched or deposited into CCASS on or
before (6)(7) ................................................. T uesday, June 16, 2026
HK eIPO White Form e-Auto Refund payment instructions or refund
checks in respect of wholly or partially unsuccessful applications
to be dispatched on or before
(8) ............................... W ednesday, June 17, 2026
Dealings in H Shares on the Stock Exchange to commence at .................... .9:00 a.m. on
Wednesday, June 17, 2026
(1) All dates and times refer to Hong Kong local dates and times.
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the designated website
at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application
and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to
continue the application process (by completing payment of application monies) until 12:00 noon on the last day for
submitting applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, June 12, 2026, the application
lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares—E. Bad Weather Arrangements”.
(4) Applicants who apply for Hong Kong Offer Shares by giving electronic instructions to HKSCC should refer to “How to Apply
for Hong Kong Offer Shares—A. Application for Hong Kong Offer Shares—2. Application Channels” of this prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) Applicants being individuals must not authorize any other person to collect on their behalf. Applicants being corporations
must attend by their respective authorized representative bearing a letter of authorization from the corporation stamped with
the corporation’s chop. Evidence of identity acceptable to the H Share Registrar, Tricor Investor Services Limited, must be
produced at the time of collection. Uncollected H Share certificate(s) will be sent to the addresses specified in the relevant
application instructions by ordinary post at the applicants’ own risk. See “How to Apply for Hong Kong Offer Shares—D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected to be
Wednesday, June 17, 2026, provided that the Global Offering has become unconditional in all respects and the right of
termination described in “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds
for Termination” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or prior to
the H Share certificates becoming valid evidence of title do so entirely at their own risk.
EXPECTED TIMETABLE
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(8) HK eIPO White Form e-Auto Refund payment instructions or refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document number,
or, if the application is made by joint applicants, part of the identification document number of the first-named applicant,
provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party
for refund purposes. Banks may require verification of an applicant’s identification document number before encashment of
the refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment
of the refund check.
The above expected timetable is a summary only. For details of the structure of the Global Offering,
including its conditions, and the procedures for applications for Hong Kong Offer Shares, see “Structure
of the Global Offering” and “How to Apply for Hong Kong Offer Shares,” respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its terms,
the Global Offering will not proceed. In such a case, our Company will make an announcement as soon
as practicable thereafter.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public Offering and
the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the
Hong Kong Public Offering. This prospectus may not be used for the purpose of, and does not
constitute, an offer or a solicitation of an offer to subscribe for or buy, any security in any other
jurisdiction or in any other circumstances. No action has been taken to permit a public offering of
the Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong. The
distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions are
subject to 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 prospectus to make your investment
decision. The Hong Kong Public Offering is made solely on the basis of the information contained
and the representations made in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. Any information or
representation not contained nor made in this prospectus must not be relied on by you as having been
authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of the
Underwriters, any of our or their respective directors, officers, employees, agents or representatives
of any of them or any other parties involved in the Global Offering.
Page
EXPECTED TIMETABLE ................................................. i v
CONTENTS ............................................................ v i i
SUMMARY ............................................................. 1
DEFINITIONS .......................................................... 1 3
GLOSSARY ............................................................ 2 1
FORW ARD-LOOKING STATEMENTS ........................................ 2 5
RISK FACTORS ......................................................... 2 7
W AIVERS AND EXEMPTIONS ............................................. 5 5
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING ....... 5 9
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ............. 6 2
CORPORATE INFORMATION ............................................. 7 0
INDUSTRY OVERVIEW .................................................. 7 2
CONTENTS
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REGULATORY OVERVIEW ............................................... 8 8
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE .................... 1 0 6
BUSINESS ............................................................. 1 3 4
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS ...... 1 9 2
CORNERSTONE INVESTORS ............................................. 1 9 6
DIRECTORS AND SENIOR MANAGEMENT .................................. 2 0 1
SUBSTANTIAL SHAREHOLDERS ........................................... 2 1 1
SHARE CAPITAL ........................................................ 2 1 4
FINANCIAL INFORMATION ............................................... 2 1 7
FUTURE PLANS AND USE OF PROCEEDS ................................... 2 4 7
UNDERWRITING ........................................................ 2 5 2
STRUCTURE OF THE GLOBAL OFFERING .................................. 2 6 2
HOW TO APPLY FOR HONG KONG OFFER SHARES .......................... 2 7 0
APPENDIX I — ACCOUNTANTS’ REPORT ............................. I - 1
APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION ..... II-1
APPENDIX III — SUMMARY OF ARTICLES OF ASSOCIATION ............. III-1
APPENDIX IV — STATUTORY AND GENERAL INFORMATION ............. I V - 1
APPENDIX V — DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ......................................... V - 1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus. As
it is a summary, it does not contain all the information that may be important to you. You should read
the whole prospectus before you decide to invest in the Offer Shares. There are unique challenges,
risks and uncertainties associated with investing in companies such as ours. In addition, we have
incurred net losses since our inception, and we may incur net losses for the foreseeable future. We
had net cash used in operating activities during the Track Record Period. We did not declare or pay
any dividends during the Track Record Period and may not pay any dividends in the foreseeable
future. Your investment decision should be made in light of these considerations.
There are risks associated with any investment. Some of the particular risks in investing in the
Offer Shares are set out in the section headed “Risk Factors” in this prospectus. You should read
that section carefully in full before you decide to invest in the Offer Shares.
OVERVIEW
We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor
chips. We are the third largest automotive wireless sensor SoC company globally and the largest
automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S
report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC
market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC
market in aggregate, according to the same source. In 2025, the automotive wireless sensor SoC market
accounted for over 50% in the overall global wireless sensor SoC market.
We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing
wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive
advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018.
Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in
other high-growth verticals such as energy storage, industrial electronics, robotics and consumer
electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge
applications.
OUR PRODUCT PORTFOLIO
Intelligent Tire Sensing SoCs. We achieved the mass production of our tire pressure monitoring
system (“TPMS”) SoCs, our major product for intelligent tire sensing, in 2018. We are the first supplier
in China that had achieved mass production of TPMS chips, according to the F&S report. We established
first-mover advantage when China promulgated the mandatory standard for TPMS of passenger cars in
2017 (i.e., Performance Requirements and Test Methods of Tire Pressure Monitoring System for Passenger
Cars (جGB 26149-2017), implemented from 2020.
Pursuant to such standard, our TPMS SoCs are adopted in Type I TPMS (i.e., sensor-based), which is the
predominant TPMS solution for passenger vehicles in China, according to the F&S report. We are also the
first supplier in China that had achieved mass production of bluetooth low energy (“BLE,” i.e., a wireless
personal area network technology designed for applications requiring low power consumption) TPMS
chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades of new energy
vehicles (“NEVs”) in China that require TPMS sensors to achieve high data rates, high bandwidth and
bi-directional communications. BLE TPMS solutions are emerging as the new industry trend due to their
high integration and platform-based advantages, according to the same source. Additionally, we are the
first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according
to the same source.
BMS SoCs. In 2021, we achieved the mass production of our battery pressure sensor (“BPS”) SoCs,
one of our major BMS products, to address the challenges of early fault detection in thermal scenarios.
We fortified our first-mover advantage with the launch of such product, when China promulgated the
mandatory safety standard of the power batteries for electric vehicles (EVs) in 2020 (i.e., Electric V ehicles
SUMMARY
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Traction Battery Safety Requirements (Ӌ) (GB 38031-2020), requiring
five-minute advance warnings before thermal runaway. We remain our position in this market segment,
ranking No. 1 globally in terms of the revenue of BPS SoC products in 2025, according to the F&S report.
We continue to achieve breakthroughs with battery monitoring system (“BMS”) SoCs, with the
launch of new-generation BPS SoC product that meets the elevated safety standard of power batteries from
passive alerts to proactive defense. In 2025, a more stringent mandatory requirement was promulgated for
the power batteries for EVs in China, which mandates that power batteries must not ignite or explode for
at least two hours following a thermal runaway event, and will be implemented from July 2026. We
developed the first BPS chip in China that met such new mandatory standard, according to the F&S report.
Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on
wireless battery monitoring system (“wBMS”), or wBMS technology—a future-facing architecture with
the potential to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by
significantly enhancing battery cell monitoring reliability and precision, streamlining battery pack
assembly, reducing wiring complexity and overall cost, and driving battery system intelligence.
Specifically, compared with traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring
harnesses and enables modular pack design to achieve overall production cost savings. They also offer
critical value by improving connection reliability and mitigating mechanical failure, minimizing
peripheral component costs, and enhancing the maintainability of battery packs (e.g., in energy storage
systems, battery packs can be swapped in and out rather than plug in and out wiring harnesses). By virtue
of the unique benefits offered by wBMS SoCs, the market for wBMS SoCs is projected for long-term
growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a
CAGR of 457.5%, according to the F&S report. We began to generate revenue in connection with our
wBMS SoCs in 2025. Our wBMS SoCs had entered into front-end validation and were in the process of
obtaining formal designation from leading cell and battery manufacturers in China as of the Latest
Practicable Date.
USI SoCs. We achieved the mass production of our universal sensor interface (“USI”) SoCs in 2021,
which has enabled us to diversify the application scenarios of our products. USI SoCs are characterized
by applications in a wide range of sensors such as air conditioning pressure sensor, intelligent chassis
brake pressure sensor and vehicle acceleration sensor. We identified that the USI SoCs address critical
demands, e.g., (1) the replacement of legacy components of traditional internal combustion engine
vehicles, such as temperature and manifold absolute pressure sensors (“TMAP sensors,” i.e., an integrated
electronic component in an internal combustion engine that measures the absolute pressure inside the
intake manifold and the temperature of the intake air) for intake manifold pressure, engine oil pressure
sensors, and transmission pressure sensors; and (2) emerging applications in NEVs, including sensors for
air conditioning systems, and for monitoring pressure, temperature and humidity and intelligent chassis
pressure. The image below illustrates the primary applications of our products, in the instance of
automotive electronics sector.
• Battery pressure sensor (BPS)
• Battery aerosol sensor (BAS)
• wBMS
• ......
Intelligent Tire Sensing
• Tire pressure monitoring system (TPMS)
• Load monitoring
• Blowout monitoring
• ......
Battery Monitoring System
Other Settings
• Air conditioning pressure
• Intelligent chassis brake pressure
• Vehicle acceleration
• ......
• Ultrasonic sensor system
(USS)
• ......
Universal Sensor Interface
SUMMARY
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OUR BUSINESS MODEL
We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication
and chip packaging and testing activities to third-party business partners. By concentrating our resources
on product design and R&D processes, we can swiftly respond to evolving market demands and
continuously innovate our product offerings. According to the F&S report, the fabless business model is
consistent with the increasing trend of specialized division of labor within the semiconductor industry,
allowing fabless companies to focus attention and resources on design and R&D.
We provide SoCs based on our proprietary design, as well as integrated solutions based on the
specific demands of certain customers. For our integrated solutions, we leverage our industry know-how
and collaborate closely with our customers to design and provide customized modules. This enables us to
reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors
and constantly upgrade and enhance our offerings.
We have adopted a transaction-based model. The price range of our products tend to vary depending
on different functions and complexity and customer specifications. We determine our product pricing
through negotiations with our customers. We consider factors such as our costs, desired profit margin,
pricing of similar products of competitors and degree of market competition in formulating our pricing
policies.
OUR BUSINESS AND FINANCIAL PERFORMANCE
We achieved robust growth and continually improved gross profit margin during the Track Record
Period. Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and
further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer
retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key
customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin
increased from 16.6% in 2023 to 20.3% in 2024 and further to 28.0% in 2025.
OUR COMPETITIVE STRENGTHS
We believe the following strengths have contributed to our success and differentiated us from our
competitors: (1) a top wireless sensor SoC provider, dedicated to the mission-critical automotive sensor
chip market; (2) efficient and adaptive sensor SoC platform empowered by proprietary technologies,
enabling product capabilities; (3) customer-centric development, fostering synergistic partnerships and
strong customer base; (4) extensive supply chain coordination experience and high-quality fulfillment
capabilities, empowering proven record of large-scale delivery; (5) expanding applications in in-vehicle
sensing and natural extension to adjacent fields to seize commercialization opportunities; and (6) seasoned
and visionary management team and strategic collaborations with industry shareholders, supporting
sustained innovation.
See “Business—Our Competitive Strengths.”
OUR GROWTH STRATEGIES
We intend to pursue the following strategies to further grow our business: (1) commit to innovations
to seize market opportunities and reinforce technology advantages; (2) advance product development to
expand product portfolio and application scenarios; (3) reinforce collaborations with our blue-chip
customers and expand our customer base; (4) pursue overseas expansion and enhance global exposure; and
(5) build a robust talent pipeline to sustain innovation and growth.
See “Business—Our Growth Strategies.”
SUMMARY
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OUR RESEARCH AND DEVELOPMENT
Our technological capabilities are the cornerstone for our value proposition. Since our inception, we
have established a proprietary sensor SoC platform that integrates sensing, processing and wireless
transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC
capabilities and engineering capabilities, which together form our technology foundation. See
“Business—Our Technology Foundation.”
Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in
particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products
and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D
commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify
and extend our competitive edge in the industry. See “Business—Research and Development.”
OUR CUSTOMERS AND SUPPLIERS
Our Customers
Our customers during the Track Record Period primarily include direct sales customers in relevant
downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by
a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery
Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers.
Such automotive OEMs are the end customers of our direct sales customers. Currently, our products are
deployed by a number of automotive OEMs through their Tier 1 suppliers. In 2023, 2024 and 2025,
revenue generated from our top five customers for each period during the Track Record Period accounted
for 35.6%, 52.1% and 52.3% of our total revenue of such period, respectively, and revenue generated from
our largest customer for each period during the Track Record Period accounted for 9.2%, 25.2% and 31.9%
of our total revenue in the same periods, respectively. See “Business—Customers.”
Our Suppliers
Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service
providers. Our suppliers are primarily located in China. In 2023, 2024 and 2025, purchases from our top
five suppliers for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of
our total purchase amount of such period, respectively, and the purchase from our largest supplier for each
period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase
amount in the same periods, respectively. See “Business—Suppliers.”
INTELLECTUAL PROPERTY RIGHTS
We believe that our intellectual property rights are critical to our continued success. We have taken
the following key measures to protect our intellectual property rights, including (1) establishing a set of
comprehensive internal policies to implement effective management over our intellectual property rights,
(2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely
report to the management upon identification of infringement of our intellectual property rights by third
parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure
our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing
the ownership and protection of intellectual properties in the employment agreements and employee
handbook.
As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent.
As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25
registered trademarks. Our Directors confirm that we did not have any material disputes or any other
pending material legal proceedings of intellectual property rights with third parties during the Track
Record Period and up to the Latest Practicable Date. See “Business—Intellectual Property Rights.”
SUMMARY
–4–


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RISK FACTORS
Our business and operations involve certain risks and uncertainties including those set out in the
“Risk Factors” section in this prospectus. Some of the major risk factors that we face include: (1) failure
to keep up with the constantly evolving and developing industries; (2) limited operating history and
commercialization record; (3) unsuccessful execution of growth strategies; (4) failure to retain existing
customers or attract new customers; (5) failure to compete with our competitors; (6) failure to fully
maintain the quality control over our products and to price our product effectively; (7) failure to enhance
our brand recognition and sales and marketing capabilities; and (8) failure to maintain relationship with
our distributors and to manage our distribution network. As different investors may have different
interpretations and criteria when determining the significance of a risk, you should carefully read the
“Risk Factors” section in its entirety before you decide to invest in our Shares.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our financial information during the
Track Record Period, extracted from the Accountants’ Report as set out in Appendix I to this prospectus.
The summary financial data set forth below should be read together with, and is qualified in its entirety
by reference to, our financial statements in this prospectus, including the related notes. Our consolidated
financial information was prepared in accordance with HKFRS Accounting Standards.
Summary of Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss items for
the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Revenue Amount
%o f
Revenue Amount
%o f
Revenue
(RMB in thousands, except for percentages)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0
Loss from operations /H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9)
Loss before taxation /H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2)
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – –
Loss for the year /H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2)
Non-HKFRS Measure
To supplement our consolidated financial statements which are presented in accordance with the
HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional
financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting
Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance
from period to period and company to company by eliminating potential impacts of certain items. We
believe that such measure provides useful information to investors and others in understanding and
evaluating our consolidated results of operations in the same manner as they help our management.
However, our presentation of adjusted loss for the year (non-HKFRS measure) may not be comparable to
similarly titled measures presented by other companies. The use of such non-HKFRS measure has
limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for
analysis of, our results of operations or financial condition as reported under HKFRS Accounting
Standards.
SUMMARY
–5–


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We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing
expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to
investors and equity-settled share-based payment expenses. Listing expenses were incurred with the
Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising
from the share incentives that we grant to employees. Changes in the carrying amount of liabilities
recognized for financial instruments issued to investors represent changes in the carrying amount of our
Shares with preferential rights, which are measured at the higher amount expected to be paid to the
investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end
of each reporting period. We do not expect to record any further changes in the carrying amount of such
Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets
out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in
accordance with the HKFRS Accounting Standards.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564)
Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224
Add: changes in the carrying amount of liabilities
recognized for financial instruments issued to
investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288
Add: equity-settled share-based payment expenses /H1100/H1100/H11003,819 2,978 2,176
Adjusted loss for the year (non-HKFRS measure) /H1100(187,476) (97,200) (31,876)
Our loss for the year remained relatively stable at RMB355.8 million for 2023 and RMB351.3
million for 2024. Our loss for the year decreased from RMB351.3 million for 2024 to RMB330.6 million
for 2025, primarily due to the increase of our gross profit, which was generally in line with our overall
increase in revenue. See “Financial Information—Period to Period Comparison of Results of Operations.”
Revenue
During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire
sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025,
our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began
to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a
breakdown of our revenue by product type and further by customer type for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
SUMMARY
–6–


--- page 16 ---
(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs.
The following table sets forth a breakdown of our revenue by distribution channels for the periods
indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
Gross profit and gross profit margin
In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6
million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The
following table sets forth a breakdown of our gross profit and gross profit margin by product type and
further by customer type for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Gross
profit/(loss)
Gross
profit/(loss)
margin Gross profit
Gross profit
margin Gross profit
Gross profit
margin
(RMB) (%) (RMB) (%) (RMB) (%)
(RMB in thousands, except for percentages)
Intelligent tire sensing
SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3
– Tier 1 suppliers /H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4
– Distributorship /H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5
– Tier 1 suppliers /H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2
– Distributorship /H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8
– Tier 1 suppliers /H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4
– Distributorship /H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0
During the Track Record Period, the gross profit margin for our sales to distributors was generally
higher than that for our sales to Tier 1 suppliers, primarily because Tier 1 suppliers were major industry
players with larger order volumes and stronger bargaining power.
The following table sets forth a breakdown of our gross profit and gross profit margin by distribution
channels for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,546 19.0 40,242 21.8 73,737 32.3
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,600 14.2 30,362 18.7 59,851 24.0
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0
SUMMARY
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Summary of Consolidated Statements of Balance Sheet
The following table sets forth a summary of our consolidated balance sheet as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756
Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012)
Our net current assets further increased from RMB502.1 million as of December 31, 2023 to
RMB554.1 million as of December 31, 2024, primarily due to (1) the increase in our financial assets at
FVPL; and (2) the increase in our pledged bank deposits, partially offset by the increases in the current
portion of our loans and borrowings and trade and other payables. Our net current assets then decreased
to RMB544.1 million as of December 31, 2025, primarily due to the increase in the current portion of our
loans and borrowings.
Our net liabilities increased from RMB840.3 million as of December 31, 2023 to RMB1,159.6
million as of December 31, 2024, primarily due to an addition to our accumulated loss of RMB351.3
million mainly representing our operating losses, and the net impact of recognition of financial
instruments issued to investors of RMB105.0 million, partially offset by capital injections of RMB134.0
million. Our net liabilities then increased to RMB1,479.0 million as of December 31, 2025, primarily due
to an addition to our accumulated loss of RMB329.8 million mainly representing our operating losses. We
expect to achieve net assets position upon the completion of the Listing and Global Offering as our
financial instruments issued to investors are converted from liabilities to equity.
See “Financial Information—Discussion of Certain Balance Sheet Items.”
Summary of Consolidated Statements of Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows for the periods
indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637)
Net cash (used in)/ generated from investing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775
Net cash generated from financing activities /H1100 297,431 171,244 69,121
Net (decrease)/increase in cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259
Cash and cash equivalents at the beginning of
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088
Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347
SUMMARY
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We recorded net cash outflows from operating activities throughout the Track Record Period,
primarily due to (1) the relatively small sales volume of our products, as we were still at the early stage
of commercialization; (2) our continual investment into R&D; and (3) the procurement of certain wafers
of relatively higher price during the Track Record Period, due to the cyclical impact of the semiconductor
supply chain.
For details, see “Financial Information—Liquidity and Capital Resources.”
Key Financial Ratios
As of/for the year ended December 31,
2023 2024 2025
Profitability:
Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0%
Liquidity:
Current ratio
(1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3
Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9
(1) The calculation of current ratio is based on current assets divided by current liabilities as of period end.
(2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end.
See “Financial Information—Key Financial Ratios” for details.
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
During the Track Record Period and up to the date of this prospectus, Dr. Li and Mr. Li have acted
in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li
and Mr. Li have jointly, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang,
Shanghai Y aojun and Gongqingcheng SENASIC, controlled approximately 32.25% of our total issued
share capital. Upon the Listing, and without taking into account any Shares that may be issued upon
exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr.
Li will be entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang,
Shanghai Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company.
Therefore, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and
Gongqingcheng SENASIC will be our Single Largest Group of Shareholders. See “Relationship with Our
Single Largest Group of Shareholders” for more information.
PRE-IPO INVESTMENTS
Since our establishment, we have attracted many reputable sophisticated investors to invest in our
Company such as Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao,
Huaxin Chuangyuan, Shangqi Capital and Geely. See “History, Development and Corporate
Structure—Pre-IPO Investments” for details.
CSRC FILING
We had submitted a filing to the CSRC for application of the Listing and the Global Offering. The
CSRC filing was completed on January 30, 2026.
SUMMARY
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DIVIDENDS
We are a holding company incorporated under the laws of the PRC. During the Track Record Period,
we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend
pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future
operations and earnings, capital requirements and surplus, general financial condition, contractual
restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting
may approve any declaration of dividends, which must not exceed the amount recommended by our Board.
As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits
and reserves lawfully available for distribution. Any future net profit that we make will have to be first
applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10%
of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our
registered capital.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Our business had continued to expand and experience growth subsequent to the Track Record Period
and up to the Latest Practicable Date, and our sales volume has been on an upward trajectory. In particular,
we experienced sales growth in the four months ended April 30, 2026 compared to the same period of
2025.
Our Directors confirm that, up to the date of this prospectus, there has been no material adverse
change in our financial or trading position since December 31, 2025 (being the date on which the latest
audited consolidated financial information of our Group was prepared) and there is no event since
December 31, 2025 which would materially affect the information shown in our consolidated financial
statements included in the Accountants’ Report in Appendix I to this prospectus. We expect that we will
record a net loss for the year ending December 31, 2026, primarily because we are in the stage of
expanding our business and operations in the rapidly growing wireless sensor SoCs industry and are
continuously investing in R&D.
IMPACT OF THE COVID-19 PANDEMIC
The COVID-19 pandemic has disrupted the normal operations of multiple industries worldwide. In
particular, it had a cyclical impact on the semiconductor supply chain, during which our wafer suppliers
increased wafer prices due to capacity shortages at wafer foundries. See “Industry Overview—Cost and
Raw Material Analysis of Major Automotive Sensor SoCs.” We strategically increased our inventory levels
to secure production capacity and ensure supply chain stability. We recorded a gross loss of RMB8.3
million for our intelligent tire sensing SoCs in 2023, primarily due to higher material costs for wafers in
2023 arising from the consumption of wafers purchased in 2022 at relatively higher prices, which reflected
the cyclical impact of the semiconductor supply chain. In addition, we recorded longer inventory turnover
days in 2023, primarily due to the lasting impact of our stock-up in response to the cyclical impact of the
semiconductor supply chain, which carried higher costs. However, as we adopted temporary contingency
measures and maintained close communication with our customers, the progress of projects and delivery
fulfillment rate, and as a result, our sales, were not materially adversely affected as a result of the
pandemic.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the listing committee of the Stock Exchange for the granting of the listing of,
and permission to deal in, among others, our Shares in issue and to be issued pursuant to the Global
Offering on the basis that, among other things, we satisfy the market capitalization/revenue test under Rule
8.05(3) of the Listing Rules with reference to (i) our revenue for the year ended December 31, 2025 was
over HK$500 million, and (ii) our expected market capitalization at the time of Listing, which, based on
the Offer Price of HK$18.36 per Offer Share, exceeds HK$4 billion.
SUMMARY
–1 0–


--- page 20 ---
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (1) the Global Offering has
been completed and 53,407,000 H Shares are newly issued in the Global Offering; (2) without taking into
account any Shares that may be issued upon exercise of the Over-allotment Option and under the
Employee Incentive Schemes; and (3) the financial instruments issued to investors are converted into
equity following the completion of the Global Offering:
Based on the Offer Price
of HK$18.36 per
Offer Share
Market capitalization (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$6,959.2 million
Unaudited pro forma adjusted consolidated
net tangible assets per Share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$4.13
(1) Assuming 379,041,820 Shares are issued and outstanding following the completion of the Global Offering.
For more details of the unaudited pro forma adjusted net tangible assets attributable to the equity
shareholders of our Company per Share, please see “Unaudited Pro Forma Financial Information” in
Appendix II.
LISTING EXPENSES
We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the
Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or
loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total
of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global
Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer
Price of HK$18.36 per Offer Share, and assuming that the Over-allotment Option is not exercised),
including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC
transaction levy for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2)
non-underwriting related expenses of approximately RMB33.3 million (HK$38.3 million), which consist
of (i) fees and expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0
million), and (ii) other fees and expenses of approximately RMB15.1 million (HK$17.3 million).
Approximately RMB29.0 million (HK$33.3 million) is expected to be charged to our consolidated
statements of profit or loss, and approximately RMB35.3 million (HK$40.6 million) is expected to be
deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date
and for reference only. The actual amount may differ from this estimate.
USE OF PROCEEDS
We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting
commissions and other fees and expenses payable by us in connection with the Global Offering, will be
approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of
the Over-allotment Option.
 Approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our
business scale and accelerating the commercialization of our new products;
SUMMARY
–1 1–


--- page 21 ---
 Approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the
enhancement of our R&D capabilities for advanced technologies and foundational technologies
in intelligent tire sensing SoCs, BMS SoCs and USI SoCs;
 Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our
domestic and international sales network and enhance our global market presence;
 Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic
investment or acquisition to achieve long-term development goals; and
 Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital
and other general corporate purposes.
See “Future Plans and Use of Proceeds.”
SUMMARY
–1 2–


--- page 22 ---
In this prospectus, unless the context otherwise requires, the following terms shall have the
meanings set out below. Certain other terms are explained in the section headed “Glossary” in this
prospectus.
“2015 Employee Incentive
Scheme”
the employee incentive scheme adopted by our Company in
December 2015
“2026 Pre-IPO Share Option
Scheme”
the share option scheme adopted by our Company in April 2026
“Accountants’ Report” the accountants’ report of our Group for the Track Record Period
as set out in Appendix I to this prospectus
“affiliate(s)” with respect to any specified person, any other person, directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person
“AFRC” the Accounting and Financial Reporting Council
“Articles” or “Articles of
Association”
the articles of association of our Company, conditionally adopted
on August 28, 2025 with effect upon the Listing Date (as amended
from time to time), a summary of which is set out in Appendix III
to this prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Board” or “Board of Directors” the board of directors of our Company
“Business Day” any day (other than a Saturday, Sunday or public holiday in Hong
Kong) on which banks in Hong Kong are generally open for normal
banking business
“Capital Market Intermediaries” or
“CMIs”
has the meaning ascribed thereto under the Listing Rules and,
unless the context requires otherwise, refers to the capital market
intermediaries named in “Directors and Parties Involved in the
Global Offering” in this prospectus
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“China” or “PRC” the People’s Republic of China excluding for the purpose of this
prospectus, Hong Kong, Macau Special Administrative Region of
the People’s Republic of China and Taiwan
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from
time to time
DEFINITIONS
–1 3–


--- page 23 ---
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance” or “Companies
(WUMP) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as amended,
supplemented or otherwise modified from time to time
“Company” or “our Company” SENASIC Electronics Technology Co., Ltd. (
⑏Ҧ(Ϫᘽ)
ʮ̡) (formerly known as Nanjing Yingruichuang
Electronics Co., Ltd. (ʮ̡) and Ningbo
SENASIC Electronics Technology Co., Ltd.
(ت
⑏ʮ̡) successively), a limited company
established in the PRC on March 19, 2015 and converted into a
joint stock company with limited liability in the PRC on November
7, 2024
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
“CSRC” China Securities Regulatory Commission (ࡰ
ึ)
“Director(s)” the director(s) of our Company
“Dr. Li” Dr. Li Mengxiong ( ҽྫྷඪ), our co-founder, the chairman of the
Board, executive Director and chief executive officer
“Employee Incentive Schemes” the 2015 Employee Incentive Scheme and the 2026 Pre-IPO Share
Option Scheme
“ESOP Platforms” Shanghai Ruixinchuang and Shanghai Chuangyingrui
“Exchange Participant(s)” a person: (a) who, in accordance with the Listing Rules, may trade
on or through the Stock Exchange; and (b) whose name is entered
in a list, register or roll kept by the Stock Exchange as a person
who may trade on or through the Stock Exchange
“Extreme Conditions” extreme conditions caused by a super typhoon as announced by the
government of Hong Kong
“FINI” “Fast Interface for New Issuance”, an online platform operated by
HKSCC that is mandatory for admission to trading and, where
applicable, the collection and processing of specified information
on subscription in and settlement for all new listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent market research and consulting company, our
independent industry consultant
“F&S report” an industry research report prepared by Frost & Sullivan and
commissioned by our Company
DEFINITIONS
–1 4–


--- page 24 ---
“Gainsil” Juxun Semiconductor Technology (Shanghai) Co., Ltd. (̒ኬ
Ҧ(ɪऎ)ʮ̡), our wholly-owned subsidiary
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or modified from
time to time and where the context so permits, shall include the
HKSCC Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International Offering
“Gongqingcheng SENASIC” Gongqingcheng SENASIC Investment Partnership (Limited
Partnership) (۬ڡ
⑏ઠҳ༟ΥྫΆุ(Υྫ)), a limited
partnership established under the laws of the PRC in 2022, which
is controlled and managed by Dr. Li
“Group,” “our Group,” “we,” “us”
or “our”
our Company and its subsidiaries from time to time, or where the
context so requires, in respect of the period before our Company
became the holding company of our present subsidiaries, the
entities or the predecessors of the present subsidiaries (as the case
may be) which carried on the business of the present Group at the
relevant time
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise modified from
time to time
“H Share(s)” ordinary Shares issued in the share capital of our Company with a
nominal value of RMB0.05 each, which will be subscribed for and
traded in HKD and listed on the Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“HK$,” “Hong Kong dollars” or
“HKD”
Hong Kong dollars, the lawful currency of Hong Kong
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted online through the designated
website at www.hkeipo.hk
“HK eIPO White Form Service
Provider”
the HK eIPO White Form service provider designated by our
Company as specified on the designated website at
www.hkeipo.hk
“HKFRS” Hong Kong Financial Reporting Standards, as issued by the Hong
Kong Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“HKSCC EIPO” the electronic initial public offering services offered by HKSCC to
HKSCC Participants
DEFINITIONS
–1 5–


--- page 25 ---
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of the
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS,
FINI or any other platform, facility or system established, operated
and/or otherwise provided by or through HKSCC, as from time to
time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Hong Kong Listing Rules” or
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (as amended from time to time)
“Hong Kong Offer Shares” the 5,340,800 H Shares initially being offered for subscription in
the Hong Kong Public Offering (subject to reallocation as
described in the section headed “Structure of the Global Offering”
in this prospectus)
“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the
public in Hong Kong, on the terms and subject to the conditions
described in this prospectus, as further described in the section
headed “Structure of the Global Offering” in this prospectus
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the
section headed “Underwriting—Hong Kong Underwriters” in this
prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 8, 2026 relating to the Hong
Kong Public Offering and entered into by and among our
Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single
Largest Group of Shareholders and the Hong Kong
Underwriters, as further described in the section
headed “Underwriting—Underwriting Arrangements and
Expenses—Hong Kong Public Offering” in this prospectus
“Independent Third Party(ies)” any entity or person who is not a connected person of our Company
within the meaning ascribed thereto under the Listing Rules
“International Offer Shares” the 48,066,200 H Shares being initially offered for subscription
and purchased at the Offer Price under the International Offering
together, where relevant, with any additional H Shares that may be
sold and transferred pursuant to any exercise of the Over-allotment
Option, subject to reallocation as described under the section
headed “Structure of the Global Offering” in this prospectus
DEFINITIONS
–1 6–


--- page 26 ---
“International Offering” the offer of the International Offer Shares at the Offer Price outside
the United States in offshore transactions in accordance with
Regulation S or any other available exemption from registration
under the U.S. Securities Act, as further described in the section
headed “Structure of the Global Offering” in this prospectus
“International Sanctions Legal
Advisor”
DLA Piper Singapore Pte. Ltd., the legal advisor of our Company
as to international sanction law
“International Underwriters” the underwriters of the International Offering
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering and expected to be entered into by, our
Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single
Largest Group of Shareholders and the International Underwriters
on or around June 15, 2026, as further described in the section
headed “Underwriting—International Offering” in this prospectus
“Joint Bookrunners” the joint bookrunners as named in the section headed “Directors
and Parties Involved in the Global Offering” in this prospectus
“Joint Global Coordinators” the joint global coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in this
prospectus
“Joint Lead Managers” the joint lead manages as named in the section headed “Directors
and Parties Involved in the Global Offering” in this prospectus
“Joint Sponsors” the joint sponsors of the listing of the H Shares on the Hong Kong
Stock Exchange as named in the section headed “Directors and
Parties Involved in the Global Offering” in this prospectus
“Joint Sponsor-OCs” the joint sponsors-OCs of the listing of the H Shares on the Hong
Kong Stock Exchange as named in the section headed “Directors
and Parties Involved in the Global Offering” in this prospectus
“Latest Practicable Date” June 1, 2026, being the latest practicable date for the purpose of
ascertaining certain information contained in this prospectus prior
to its publication
“Listing” the listing of the H Shares on the Main Board of the Hong Kong
Stock Exchange
“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or around June 17, 2026, from which
the H Shares are listed and dealings in the H Shares are permitted
to take place on the Hong Kong Stock Exchange
DEFINITIONS
–1 7–


--- page 27 ---
“Main Board” the stock market (excluding the option market) operated by the
Hong Kong Stock Exchange which is independent from and
operated in parallel with the GEM of the Hong Kong Stock
Exchange
“MIIT” Ministry of Industry and Information Technology of the PRC
“MOF” Ministry of Finance of the PRC (௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
“Mr. Li” Mr. Li Shuguang ( ҽᏣΈ), our co-founder and executive Director
“NDRC” the National Development and Reform Commission of the PRC ( ʕ
ึ)
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷Ό਷
ɽึ)
“Offer Price” the offer price of HK$18.36 per Offer Share (exclusive of
brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Hong Kong Stock Exchange
trading fee of 0.00565%) at which the Offer Shares are to be
subscribed for and issued pursuant to the Global Offering as
described in the section headed “Structure of the Global Offering”
in this prospectus
“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares,
where relevant, with any additional H Shares to be issued by our
Company pursuant to the exercise of the Over-allotment Option
“Over-allotment Option” the option expected to be granted by us to the International
Underwriters exercisable by the Joint Sponsor-OCs (for
themselves and on behalf of the International Underwriters) under
the International Underwriting Agreement, to require our Company
to allot and issue up to an aggregate of 8,011,000 additional H
Shares at the Offer Price, to cover over-allocations in the
International Offering, if any, further details of which are
described in the section headed “Structure of the Global Offering”
in this prospectus
“Overall Coordinators” the overall coordinators as named in the section headed “Directors
and Parties Involved in the Global Offering”
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ)
“PRC Legal Advisor” King & Wood (הthe legal advisor of our
Company as to PRC laws
“Pre-IPO Investment(s)” the existing Shareholder(s) who participated in our Pre-IPO
Investments, details of which are set out in “History, Development
and Corporate Structure”
DEFINITIONS
–1 8–


--- page 28 ---
“Pre-IPO Investor(s)” the existing Shareholder(s) who participated in our Pre-IPO
Investments, details of which are set out in the section headed
“History, Development and Corporate Structure” in this
prospectus. For the definition of each Pre-IPO Investor, see
“History, Development and Corporate Structure—Capitalization of
Our Company” for details
“Regulation S” Regulation S under the U.S. Securities Act
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ
̮ි၍ଣ҅)
“SAMR” the State Administration for Market Regulation of the PRC ( ʕശ
̹ఙ္ຖ၍ଣᐼ҅)
“SA T” the State Administration of Taxation of the PRC ( ʕശɛ͏΍ձ਷
೼ਕᐼ҅)
“Securities and Futures
Commission” or “SFC”
the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented or otherwise modified
from time to time
“Shanghai Chuangyingrui” Shanghai Chuangyingrui Enterprise Management Partnership
(Limited Partnership) (ቚΆุ၍ଣΥྫΆุ(Υྫ)),
a limited partnership established under the laws of the PRC in 2021
which is one of our ESOP Platforms and a member of our Single
Largest Group of Shareholders
“Shanghai Ruixinchuang” Shanghai Ruixinchuang Enterprise Management Partnership
(Limited Partnership) (௴Άุ၍ଣΥྫΆุ(Υྫ)),
a limited partnership established under the laws of the PRC in 2017
which is one of our ESOP Platforms and a member of our Single
Largest Group of Shareholders
“Shanghai SENASIC” Shanghai SENASIC Electronics Technology Co., Ltd. ( ɪऎ
⑏ઠཥ
ʮ̡), a wholly-owned subsidiary of our Company
established on January 9, 2019
“Share(s)” ordinary share(s) with nominal value RMB0.05 each upon the
completion of the Share Subdivision; before the completion of the
Share Subdivision, ordinary share(s) in the share capital of our
Company with a nominal value of RMB1.00 each
“Share Subdivision” the subdivision of each of our Share with nominal value of RMB1
into 20 Shares with nominal value of RMB0.05 each
“Shareholder(s)” holder(s) of our Share(s)
DEFINITIONS
–1 9–


--- page 29 ---
“Single Largest Group of
Shareholders”
the single largest group of Shareholders which comprise Dr. Li,
Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang,
Shanghai Y aojun Management Consulting Co., Ltd. ( ɪऎᓚᒺ၍ଣ
ʮ̡) and Gongqingcheng SENASIC
“Stabilizing Manager” China International Capital Corporation Hong Kong Securities
Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as
amended, supplemented or otherwise modified from time to time
“Track Record Period” the three financial years ended December 31, 2023, 2024 and 2025
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
“United States” or “U.S.” the United States of America, its territories, its possessions and all
areas subject to its jurisdiction
“Unlisted Share(s)” ordinary share(s) in the share capital of our Company with a
nominal value of RMB0.05 each, which is/are subscribed for and
paid up in Renminbi by domestic investors and not listed or traded
on any stock exchange
“U.S. dollars,” “US$” or “USD” United States dollars, the lawful currency of the United States
“U.S. Securities Act” the U.S. Securities Act of 1933, as amended, supplemented or
otherwise modified from time to time, and the rules and regulations
promulgated thereunder
“%” per cent
For ease of reference, the names of the PRC established companies or entities, laws or regulations
have been included in this prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese versions shall prevail.
Certain amounts and percentage figures included in this prospectus have been subject to rounding.
Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table or chart between the total shown and the sum of the
amounts listed are due to rounding.
DEFINITIONS
–2 0–


--- page 30 ---
This glossary contains certain technical terms used in this prospectus in connection with our
Company and our business. Such terms and their meanings may not correspond to standard industry
definitions or usage.
“ADAS” advanced driver assistance system, which is designed to assist
drivers in the operation and safety of vehicles, by utilizing various
sensors, cameras and software algorithms to provide additional
functionalities and enhance the driving experience
“ADC” analog-to-digital converter, an important component when it comes
to dealing with digital systems communicating with real-time
signals, used to convert conditioned analog signals into a stream of
digital data so that the data acquisition system can process them for
display, storage, and analysis
“AEC-Q” Automotive Electronic Council (“AEC”) qualification standard,
which is derived by AEC component technical committee for
electrical components and their qualification requirement
“AEC-Q100 Grade 1 standard” a failure mechanism based stress test qualification for packaged
integrated circuits used in automotive applications
“AFE” analog front end, a circuit block used to interface sensors with
digital processors by conditioning and converting analog signals
“AI” artificial intelligence, the ability of a machine or computer system
to perform tasks that typically require human intelligence
“ASIC” application-specific IC, a type of motor control chip that is
customized to the needs of a specific application
“ASIL” automotive safety integrity level, a risk classification system
defined by the ISO 26262 standard for the functional safety of road
vehicles
“automotive-grade” an automotive-grade chip refers to a chip that is specifically
designed, manufactured and qualified to meet the stringent
requirements and standards of the automotive industry (such as
AEC-Q100) Grade 1 standard, for which “automotive-grade” is
commonly used in the automotive industry, according to the F&S
report
“automotive OEM” original equipment manufacturer, which assembles and installs
automotive parts during the construction of a new vehicle, which
is a commonly used and recognized term in the automotive
industry, according to the F&S report
“BAS” battery aerosol sensor
“BLE” Bluetooth low energy, a wireless personal area network technology
designed for applications requiring low power consumption
GLOSSARY
–2 1–


--- page 31 ---
“BMS” battery monitoring system
“BPS” battery pressure sensor
“CAGR” compound annual growth rate
“EDA” electronic design automation, a category of software tools used for
designing electronic systems, particularly integrated circuits and
PCBs
“EMC” electromagnetic compatibility, the ability of electronic devices and
systems to function properly in their electromagnetic environment
without causing or experiencing interference
“EMI” electromagnetic interference, the disturbance generated by an
external source that affects an electrical circuit by electromagnetic
induction, electrostatic coupling, or conduction
“EV” electric vehicles
“eVTOL” electric vertical take-off and landing
“fabless” the development, design and sale of semiconductor chips while
outsourcing their wafer fabrication, packaging and testing services
to a specialized manufacturer called a semiconductor foundry
“IC” or “integrated circuit” integrated circuits, a set of electronic circuits on one small plate of
semiconductor material
“IEC” or “International
Electrotechnical Commission”
an organization for the preparation and publication of international
standards for all electrical, electronic and related technologies
“ISO” International Organization for Standardization, an international
non-governmental organization that develops and publishes
standards to ensure quality, safety and efficiency across various
industries
“ISO 26262” an international standard for automotive functional safety which
applies to electrical and electronic systems consisting of hardware
and software components
“key customers” customers whose revenue contribution to our Group exceeds
RMB1.0 million for a given fiscal year. Such numerical benchmark
is based on the operational experience and judgment of our
management, taking into account our historical financial and
operating data and customer revenue contribution profiles, which
we believe is representative of such customers that are important to
us given our current business scale our business operations and
financial performance. According to F&S, it is not uncommon for
companies in our industry to adopt such benchmark in defining key
customers
GLOSSARY
–2 2–


--- page 32 ---
“key customer retention rate” calculated by dividing the number of key customers from both
current and previous periods by the number of key customers from
the previous period, multiplied by 100%
“key distributors” distributors whose revenue contribution to our Group exceeds
RMB1.0 million for a given fiscal year. Such numerical benchmark
is based on the operational experience and judgment of our
management, taking into account our historical financial and
operating data and customer revenue contribution profiles, which
we believe is representative of such distributors that are important
to us given our current business scale our business operations and
financial performance. According to F&S, it is not uncommon for
companies in our industry to adopt such benchmark in defining key
distributors
“MCU” microcontroller unit, a chip that integrates a microprocessor core,
memory, and peripheral interfaces, which is typically used to
control the operation of embedded systems and is widely used in
electronic products
“MEMS” micro-electro-mechanical system, miniature devices that integrate
mechanical and electrical components
“net dollar retention rate of key
customers”
calculated by dividing the revenue of a current period from key
customers from both current and previous periods by the revenue
of the previous period of such customers, multiplied by 100%
“NEV” new energy vehicles
“PCB” printed circuit board, a board with electronic circuits connecting
various components
“PPM” parts per million, a metric used to measure the quality of a product
or system, indicating how many defects or failures are expected in
every one million products or components
“RF” or “radio frequency” a measurement of the oscillation rate of electromagnetic radiation
spectrum or electromagnetic radio waves
“R&D” research and development
“sensor” a device that measures or detects real-world conditions, such as
motion, heat or light, and converts the conditions into analog or
digital representations
“SMT” surface mounting technology, a method for producing electronic
circuits in which components are mounted directly onto the surface
of printed circuit boards
“SoC” or “system-on-chip” programmable integrated circuit(s) that integrates central
processing unit, memory interfaces, on-chip input/output devices,
input/output interfaces and secondary storage interfaces
GLOSSARY
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“tape-out” the final result of the design process for integrated circuits before
they are sent for manufacturing
“Tier 1 suppliers” a company that supplies parts or systems directly to automotive
OEMs. Other types of suppliers in the automotive industry include
Tier 2 and Tier 3 suppliers. Tier 2 suppliers supply to Tier 1
suppliers. Tier 3 suppliers supply to Tier 2 suppliers. According to
the F&S report, the term “Tier 1 supplier” is commonly used and
recognized in the automotive industry
“TMAP sensors” temperature and manifold absolute pressure sensor, an integrated
electronic component in an internal combustion engine that
measures the absolute pressure inside the intake manifold and the
temperature of the intake air
“TPMS” tire pressure monitoring system
“USI” universal sensor interface
“USS” ultrasonic sensor system
“wafer” a thin slice of semiconductor, used for the fabrication of ICs and
other microelectronic devices
“wBMS” wireless battery monitoring system
“wireless spectrum mask
requirement”
a regulatory technical specification that defines the maximum
permitted power levels a transmitter can emit across different
frequencies
“µs” microsecond, equaling to one millionth of a second
GLOSSARY
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We have included in this prospectus forward-looking statements. Statements that are not
historical facts, including statements about our intentions, beliefs, expectations or predictions for
the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating to us and our
subsidiaries that are based on the beliefs of our management as well as assumptions made by and
information currently available to our management. When used in this prospectus, the words “aim,”
“anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “forecast,” “going forward,” “intend,”
“may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “wish,”
“would” and the negative of these words and other similar expressions, as they relate to our Company or
our management, are intended to identify forward-looking statements. Such statements reflect the current
views of our Company’s management with respect to future events, operations, liquidity and capital
resources, some of which may not materialize or may change. These forward-looking statements are
subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this
prospectus. Although we believe that our expectations expressed in these forward-looking statements are
reasonable, our expectations may later be found to be incorrect. Our actual results could be materially
different from our expectations. Important risks and factors that could cause our actual results to be
materially different from our expectations are generally set forth in “Risk Factors,” “Business,” “Financial
Information” and other sections in this prospectus. Y ou should read thoroughly this prospectus with the
understanding that our actual future results may be materially different from and worse than what we
expect.
Y ou are strongly cautioned that reliance on any forward-looking statements involves known and
unknown risks and uncertainties. The risks and uncertainties facing our Company that could affect the
accuracy of forward-looking statements include, but are not limited to, the following:
 our business strategies, plans, objectives and goals and our ability to implement such strategies,
plans, objectives and goals;
 our future business development, financial conditions and results of operations;
 our ability to develop new products and bring them to market in a timely manner and make
enhancements to our existing products;
 our ability to acquire new users/customers and enhance their loyalty;
 changes to regulatory and operating conditions in the industry and markets in which we
operate;
 the future developments and competitive environment in our industry;
 our ability to stay in compliance with laws and regulations that currently apply or become
applicable to our business both in China and internationally;
 our ability to maintain, protect, and enhance our intellectual property;
 margins, overall market trends, risk management and exchange rates;
 the actions and developments of our competitors;
 capital market development;
 other statements in this prospectus that are not historical fact; and
 all other risks and uncertainties described in the section headed “Risk Factors” in this
prospectus.
FORW ARD-LOOKING STATEMENTS
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Since actual results or outcomes could differ materially from those expressed in any forward-looking
statements, we strongly caution investors against placing undue reliance on any such statements. Any
forward-looking statement speaks only as of the date on which such statement is made, and, except as
required by the Listing Rules, we undertake no responsibility to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is made or to reflect
the occurrence of any subsequent unanticipated event. Statements of or references to our intentions or
those of any of our Directors are made as of the date of this prospectus. Any such intentions may change
in light of future developments.
All forward-looking statements in this prospectus are expressly qualified by reference to this
cautionary statement.
FORW ARD-LOOKING STATEMENTS
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An investment in our H Shares may involve significant risks. Potential investors should read
and consider carefully all the information set out in this prospectus, and, in particular , should
evaluate the following risks and uncertainties before deciding to make any investment in our H
Shares. Any of the risks and uncertainties listed below could have a material adverse effect on our
business, results of operations, financial condition or on the trading price of our H Shares, and
could cause you to lose all or part of your investment. The risks and uncertainties identified below
are not the only ones we face. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also affect our business and results of operations.
These factors are contingencies that may or may not occur , and we are not in a position to
express a view on the likelihood of any such contingency occurring. The information given is as of
the Latest Practicable Date unless otherwise stated, will not be updated after the date hereof, and
is subject to the cautionary statements in “Forward-looking Statements.”
We believe there are certain risks and uncertainties involved in our operations, some of which are
beyond our control. We have categorized these risks and uncertainties into (1) risks relating to our general
operations and industry, (2) risks relating to the research and development and intellectual property rights
of our products, (3) risks relating to our financial condition and need for additional capital, (4) risks
relating to conducting business in jurisdictions where we operate, and (5) risks relating to the Global
Offering.
Additional risks and uncertainties that are presently not known to us or not expressed or implied
below or that we currently deem immaterial could also harm our business, results of operations and
financial condition. Y ou should consider our business and prospects in light of the challenges we face,
including those discussed in this section.
RISKS RELATING TO OUR GENERAL OPERATIONS AND INDUSTRY
The industries that we operate in are characterized by constant changes. If we fail to stay abreast
of technology innovation and continuously advance our products to meet the expectations and needs
of our customers and downstream industries, our business, results of operations and financial
condition may be materially and adversely affected.
The industries that we operate in are characterized by constant changes, including rapid
technological evolution, constant emergence of new industry and regulatory standards and practices,
frequent introductions of new products and shifts in customer demands. Specifically, our products are
currently primarily used in automotive scenarios, and we are also expanding to energy storage and
industrial electronics scenarios. Technological advancement and new industry standards in these
downstream industries, including new mandatory requirements for automotive-grade chips, may affect the
requirements of our customers, and we must develop new products or refine our technologies to match the
different or additional requirements of these customers. As such, our success will depend, in part, on our
ability to respond to these changes in a cost-effective and timely manner. To remain competitive, we must
continue to stay abreast of the evolving industry trends and rapid technological development.
We have invested, and will continue to invest, significant resources to enhance our products and
technologies. Nevertheless, given the fast pace with which our industry has been and will continue to be
developed, as well as the rapid development of the downstream sectors that our customers operate in, we
may not be able to timely upgrade our products and technologies in an efficient and cost-effective manner,
or at all. Despite our constant innovations, our products and the underlying technologies may become
suboptimal, obsolete, inefficient, or otherwise unfavored by customers and market. We cannot assure you
that these initiatives will ultimately meet market expectations and needs. In addition, leading industry
players continually upgrade their product portfolios, and we may not be able to match their achievements
effectively. Any of the circumstances would render our existing technologies or products obsolete or
unattractive and result in customer dissatisfaction. As a result, our business, results of operations, financial
condition and prospects may be materially and adversely affected.
RISK FACTORS
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We have a limited operating history and commercialization record, which makes it difficult to
evaluate our business and prospects, and our historical growth may not be indicative of our future
performance.
We commenced operations in 2015, and we have a limited operating history compared to some of
our competitors. We have achieved rapid growth during the Track Record Period. Our revenue increased
from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for
2025. However, despite our commercialization efforts in recent years, our operations since inception have
primarily focused on R&D activities. As a result of our limited operating history, and particularly in light
of the rapidly evolving nature of the wireless sensor SoC industry, it may be difficult to evaluate our
current business and reliably predict our future performance. Our historical results may not provide a
meaningful basis for evaluating our business, results of operations, financial condition and prospects, and
we may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown
factors, and may not be able to achieve promising results in future periods.
In particular, we have a limited track record in the commercialization and sales and marketing of our
products. For instance, we began to recognize revenue from our TPMS SoCs from 2017 and BMS SoCs
from 2020. Our ability to successfully commercialize our future products may involve more inherent risks,
take longer and cost more than it would have if we were a company with a longer track record in
commercialization. In particular, the commercialization of new products requires critical efforts to
effectively demonstrate the benefits of our products over competitors and maintain and further
development key customers with robust and stable demand, including securing our access to their supply
chain. Due to our limited track record in the commercialization of our products, there can be no assurance
that the sales results of our products will meet our expectation and forecast or that third parties will
purchase and deploy our products, which, individually or collectively, would materially and adversely
affect the commercialization of our products.
We may not implement our growth strategies or manage our growth effectively.
The success of our business expansion depends on our ability to efficiently execute our growth plan.
We plan to continue our independent innovation and R&D, extend the downstream applications of our
products, expand our overseas markets and cultivate our talent team. See “Business—Our Growth
Strategies” and “Future Plans and Use of Proceeds.” However, expanding our business involves risks and
challenges. These business initiatives are new and evolving, some of which may prove unsuccessful. It
may also take a longer time than expected for us to develop the technologies and build market acceptance
of our products, and we may not have sufficient experience in executing these new business initiatives
effectively. We cannot assure you that any of these new business initiatives will achieve our expected
market acceptance and generate desired outcome. If our efforts fail to enhance our monetization abilities,
we may not be able to maintain or increase our revenues or recover any associated costs, and our business,
results of operations and financial condition may be materially and adversely affected.
To effectively manage our growth, we need to, among other things:
 monitor and control our expenses and investments;
 comply with different or additional laws, regulations and industry standards;
 enhance our supply chain to support our growth;
 retain and incentivize our key personnel and maintain our talent pool; and
 strengthen our operational, financial and management internal controls and systems.
Furthermore, the growth of our business operations may be constrained by the development of our
addressable markets. The future market size of the wireless sensor SoCs industry and the demand for
relevant products may be difficult to anticipate since it depends on a number of variables, most of which
RISK FACTORS
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are beyond our control. For instance, we cannot assure you that favorable policies and standards for our
products will be promulgated or implemented in an effective and timely manner, if at all, and we cannot
predict the impact of such policies on downstream sectors and, as a result, on the industries that we operate
in and our performance. We cannot assure you that the size of our addressable markets and the demand
for our products will continue to grow as anticipated, if at all. If our products fail to achieve widespread
acceptance in any of the downstream sectors, or if customer demand for our products declines or alters due
to weakening economic conditions, technical challenges, shifts in regulations and standards, or the
emergence of alternative technologies or products, our business, results of operations and financial
condition will be materially and adversely affected.
If we fail to attract new customers and/or retain existing customers, our business, financial condition
and results of operations may be adversely affected.
Our customers primarily consist of direct sales customers, i.e., Tier 1 suppliers, as well as
distributors. We have actively maintained long-term cooperation with these customers through joint
innovations and development. In addition, we have been constantly expanding our customer base through
deeper penetration in the automotive market, as well as expansion to customers from adjacent markets.
However, we cannot guarantee that our existing customers will continue to procure or increase their
procurement from us, or that we can attract and secure orders from new customers. As such, if we fail to
attract new customers or retain existing customers, our business, results of operations and financial
condition may be adversely affected.
Our ability to retain existing customers, attract new customers, and ultimately anchor their demand
depends on a number of factors, some of which are beyond our control:
 the perceived value and costs of our products by existing and new customers;
 the availability, advantages, costs and overall competitiveness of similar products;
 changes in the R&D planning and procurement strategies of the customers; and
 shifts in technical and industry standards or regulatory requirements.
If we fail to compete against other market players, our business, results of operations and financial
condition may be materially and adversely affected.
The sensor SoC industry in which we operate is competitive. We compete with other companies that
focus on developing and commercializing sensor SoCs, in particular wireless sensor SoCs. Some of our
existing players have a longer operating history, more established global presence, more sophisticated
technological capabilities, more robust customer base, more financial and other corporate resources and
greater bargaining power than us. Such competitors may develop and launch more attractive products,
adapt to downstream demands or incorporate advanced technologies at a faster pace than us. As such, we
may not be able to respond as quickly and effectively to new opportunities, technologies, industry and
regulatory standards, customer demand or regulatory requirements as such competitors. In addition, in the
event that these competitors lower the prices of their products similar to ours, due to their ability to
achieve further cost savings, changes in market conditions or other reasons, we cannot assure you that we
can match their pricing strategies in a timely manner, if at all, which could render our products less
competitive in the market.
We also face competition from potential new entrants who may offer more competitive products than
ours. Such new entrants may increase industry competition and adversely impact the sales, price, and
profit margins of our products and our market share. Further, we may be required to make substantial
additional investments in R&D, marketing and sales, recruiting and retaining talents, and acquiring
technologies complementary to, or necessary for, our current and future products in order to respond to
such potential competitions, and we cannot assure you that such measures will be effective.
If we are unable to compete successfully, or if competing successfully requires us to take costly
actions in response to the actions of our competitors, our business, results of operations and financial
condition may be materially and adversely affected.
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Our business and results of operations are affected by the macrocondition of semiconductor industry
and NEV industry.
Our business and result of operations are subject to the macrocondition of the semiconductor
industry at large and the sensor SoC industry in particular. According to the F&S report, the semiconductor
industry and NEV industry has historically experienced rapid fluctuations, including cyclical downturns
due to constant and rapid technological changes, short product life cycles and fluctuations in product
supply and demand. Downturns in the semiconductor industry are characterized by a sudden and
unforeseen decline in product demand, accelerated erosion of selling prices, lower capacity utilization
rates, higher inventory levels and lower inventory valuation. In addition, TPMS SoCs, BPS SoCs, and USI
SoCs are all subsets of the broader automotive sensor SoCs market and are applied in downstream
industries such as the NEV industry. Our business therefore, is also indirectly affected by the cyclicality
and macroconditions of these industries. In particular, any slowdown in the NEV industry, whether due to
changes in government subsidy policies, fluctuations in raw material prices, or weaker consumer demand,
may result in reduced demand for our products from NEV manufacturers. Such downstream downturns
could further amplify the impact of semiconductor industry cycles on our operations. Due to the above
factors beyond our control, we cannot assure you that our future performance will not be subject to such
impacts. In the event of material downturns in the semiconductor industry and NEV industry, we may not
be able to adjust our inventory level to the decline in demand and the price of our products may be
adversely affected. If we cannot anticipate market changes or adjust to unforeseen fluctuations, our
business, results of operations and financial condition may be adversely affected.
A substantial portion of our revenue has been derived from a small number of customers. The loss
of, or significant reduction in the purchases by, one or more of such customers could materially and
adversely affect our business, results of operations and financial condition.
We generated a substantial portion of our revenue from a relatively small number of major customers
during the Track Record Period. Revenue generated from our top five customers of each period during the
Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue for the same periods,
respectively, and revenue generated from our largest customer accounted for 9.2%, 25.2% and 31.9% of
our total revenue for the same periods, respectively. We cannot assure you that there will not be any
dispute between our major customers and us, or that we will be able to maintain business relationships
with them. In the event that the existing major customers cease to engage us, and we are unable to find
new customers with similar attributable revenue within a reasonable period of time or at all, our business,
results of operations, financial condition and prospects may be adversely affected. In addition, if any of
such customers default or delay on their payment or settlement of our trade and bill receivables, our
liquidity, results of operations and financial condition may be adversely affected. Our major customers
also have substantial bargaining power and may leverage such power when negotiating contractual
arrangements with us. They may seek advantageous pricing and other commercial terms and may require
us to develop additional features customized for them. This could place us at a disadvantage when dealing
with them and cause harm to our costs and profitability.
We partner with third-party wafer foundry and packaging and testing service providers. We are
exposed to supplier concentration risk due to our reliance on such major suppliers.
Under our fabless business model, our business operations depend on the continuous service of
certain suppliers, mainly including the suppliers of wafer foundries, chip packaging and testing services.
Purchases from our five largest suppliers in each period during the Track Record Period accounted for
52.6%, 64.5% and 59.6% of our total purchase amount in the same periods, respectively. Purchases from
our largest supplier in each period during the Track Record Period accounted for 13.8%, 21.9% and 18.0%
of our total purchase amount in the same periods, respectively. See “Business—Suppliers—Major
Suppliers.”
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Our relationship with these major suppliers subjects us to the concentration and counterparty risk
from these suppliers. We cannot assure you that we will be able to maintain our relationships with our
major suppliers in the future. If the supply of wafers or chip packaging and testing services is disrupted
or delayed, we may fail to find replacements with similar supply capacity on comparable commercial
terms within a reasonable period of time, or at all. To the extent we are unable to manage these risks, our
ability to timely supply competitive products will be harmed, our costs will increase, and our business,
results of operations and financial condition will be adversely affected. Moreover, we cannot guarantee
that our major suppliers will not have a change of business scope or business model or will continue to
maintain their market position and reputation. Any material adverse change to the operation or financial
condition of our major suppliers may result in material adverse impact on their business with us.
Because of the complex proprietary nature of our products, if there was a disaster or other business
disruption at any of the facilities of our partnered wafer foundries and chip packaging and testing service
providers, procurement of and transition to new partners would take a significant period of time to
complete and would likely adversely affect our inventory, business, results of operations and financial
condition. Further, we are vulnerable to the risk that our partnered wafer foundries and packaging and
testing services providers may be unable to meet the demand for our products or cease operations
altogether. Moreover, any shortage in the raw materials used by our partnered wafer foundries and
packaging and testing services providers may result in shortage in their supply of our products and delay
in their packaging and testing process. Therefore, we are vulnerable to the risk that our partnered wafer
foundries and packaging and testing services providers may be unable to meet our demand.
We have limited control over the quality, availability and costs of our partnered wafer foundries and
packaging and testing service providers. We cannot assure you that the products manufactured by our
partnered wafer foundries or services provided by our partnered packaging and testing service providers
are safe and free of defects or can meet the relevant quality standards. Further, we are vulnerable to the
risk that our partnered wafer foundries and packaging and testing service providers may be unable to meet
the demand for our products or cease operations altogether. Any shortage in the raw materials used by our
partnered wafer foundries and packaging and testing service providers may result in shortage in their
supply of our products and delay in their packaging and testing process.
In the future, we may also establish module manufacturing capabilities through the procurement of
specialized production and testing equipment. Such equipment will be deployed at third-party suppliers’
facilities for use in the production and testing of our products. See “Future Plan and Use of Proceeds” for
details. Deploying our production and testing equipment at third-party suppliers’ facilities may reduce our
direct control over such equipment and the relevant production and testing processes, and any operational
disruption, mishandling or inadequate maintenance at such facilities could adversely affect our product
quality, delivery timelines and costs. These arrangements may also expose us to legal and regulatory risks,
including disputes regarding access rights, liability allocation, insurance coverage and the protection of
our intellectual property and confidential information. Furthermore, we may be subject to counterparty
risk as we depend on such suppliers’ continued performance and cooperation, and any deterioration in
their financial condition or any suspension or termination of our arrangements could result in material
business interruption and additional relocation or remediation costs.
Our products may fail to meet new industry and regulatory standards or requirements and the
efforts to meet such industry standards or requirements could be costly.
Our products are based on industry and regulatory standards that are continually evolving and
usually more rigorous. For example, China promulgated the mandatory safety standard of the power
batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ
Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. In
2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in China,
which mandates that power batteries must not ignite or explode for at least two hours following a thermal
runaway event, and will be implemented from July 2026. The development of existing industry and
regulatory standards and emergence of new industry and regulatory standards could render our products
obsolete or incompatible. To identify and comply with these industry and regulatory standards, we may
RISK FACTORS
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need to redesign, upgrade or otherwise modify our products, which may be time-consuming and costly, the
outcomes of which may be uncertain. If we cannot successfully carry out such modifications, our products
may not be able to comply with new industry standards or compete with the products offered by our
competitors. In this circumstance, we could miss opportunities to achieve crucial design wins and lose
market share to our competitors, which in turn could have a material adverse effect on our business,
financial condition and results of operations.
We depend on the continued services and contributions of our founders, senior management and
other key employees, including senior R&D personnel and skilled engineers.
Our future performance depends on the continued services and contributions of our founders, senior
management and other key employees, to oversee and execute our business plans, identify and pursue new
opportunities and perform effective product design and R&D. We rely on our experienced senior
management team to oversee and conduct our business operations, including maintenance of our
relationships with key business partners, compliance with relevant laws and regulations and facilitation of
the commercialization and production of our products. Any loss of the service of or changes in the
positions of our key personnel could significantly delay or prevent us from achieving our strategic
business objectives, and adversely affect our business, results of operations and financial condition. Hiring
and integrating suitable replacements into our team also requires significant amount of time, training and
resources, and may impact our existing corporate culture. Our future success depends, to a significant
extent, on our ability to attract, train and retain qualified personnel, particularly skilled engineers.
However, we cannot assure you that we will be able to develop or retain qualified personnel that we will
need in order to achieve our strategic objectives. If we fail to respond in a timely manner to the loss of
service of or changes in the positions of our key personnel, our business, results of operations and financial
condition may be adversely affected.
Increases in costs of the materials and other components used in our products would adversely affect
our business, results of operations and financial condition.
Significant changes in the markets in which our suppliers purchase materials, components and
supplies for the production of our products may adversely affect our profitability. We recorded a gross loss
of RMB8.3 million for our intelligent tire sensing SoCs in 2023, primarily due to the higher materials costs
for wafers in 2023, resulting from the consumption of wafers purchased in 2022, which had relatively
higher prices due to the cyclical impact of the semiconductor supply chain. As a result of the global
semiconductor shortage and inflationary pressures, we have and may continue in the future experience
increases in the cost of our products. The profitability of our products may then fluctuate given different
market conditions. We determine our product pricing through negotiations with our customers. We
consider factors such as our costs, desired profit margin, pricing of similar products of competitors and
degree of market competition in formulating our pricing policies. However, given the competitive nature
and pressure of the market in which we operate, we may not be able to pass on the cost increase to our
customers by increasing the price of our products. Therefore, any significant increase in the cost of our
products may have an adverse impact on our gross margin, business, results of operations and financial
condition.
If we are unable to ensure the manufacturing or delivery of high quality products on schedule and
on an adequate scale to address our customer demand, our business and results of operations may
be materially and adversely affected.
As we operate under the fabless model, our business operations are concentrated on the design of
chips while outsourcing wafer fabrication to trusted third-party partners. Similar to other players that
operate under a fabless model, our ability to continually and timely arrange for the manufacturing and
delivery of high quality products meeting the market demand is critical to our business, financial
performance and prospects.
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We may face difficulties meeting our delivery requirements to customers due to a variety of factors,
many of which are related to the supply chain or market demand that are generally beyond our control.
Failure to fulfill customers’ requirements and quality control problems that occur in the manufacturing
process of our suppliers could prevent us from meeting the stipulated delivery deadline. For example, a
decline in yield rates would adversely affect our third-party partners’ production efficiency and product
quality. If any of our third-party partners’ production facilities experiences interruptions, delays or
disruptions in supplying products, our ability to deliver products to customers would be impeded. Further,
if our third-party partners’ production facilities or suppliers experience any difficulties or shortages of raw
materials, or if our suppliers are otherwise unable or unwilling to continue to supply in required volumes
or at all, our supply may be disrupted, and we may be required to seek alternate sources of supply. The
process of seeking replacements would be highly time-consuming and costly and we cannot assure you
that we can locate new suppliers on reasonable or acceptable commercial terms, or at all. In addition, we
may also experience delays in shipments caused by our third-party logistic service providers. Moreover,
surges in market demand could arise from time to time, and we may not be able to arrange for
manufacturing and delivery capacity to efficiently address such demand. Any such issues could have a
material adverse effect on our ability to fulfill orders and consummate sales, damage our reputation and
brand, and affect our business, results of operations and financial condition.
We may not be able to fully maintain quality control over our products.
Product quality is critical to automotive-grade chips such as TPMS chips and BPS chips. The quality
of our products depends on the effectiveness of our quality control procedures, as well as those of our
suppliers. We have implemented rigorous quality control procedures in multiple steps throughout our R&D
process and the manufacturing process of our products. For details of our quality control efforts, see
“Business—Quality Control.” However, our quality control procedures may not be effective in preventing
and resolving deviations from our quality standards, and they may not be adequately implemented. Any
failure to execute our quality control procedures could increase our costs, render our products less
attractive to customers, adversely impact our market reputation and relationship with business partners and
even incur liabilities to us.
In addition, we depend on the quality control procedures of our suppliers. We cannot assure you that
the products manufactured by our partnered wafer foundries or services provided by our partnered
packaging and testing service providers are safe and free of defects or can meet the relevant quality
standards. In the event of any quality issues, we could be subject to complaints and product liability claims
and we may not be able to seek indemnification from our suppliers. If we are involved in legal proceedings
against our suppliers, such proceedings may be time-consuming and costly regardless of the outcome. Any
such issues may materially and adversely affect our business, results of operations and financial condition.
If we cannot maintain and enhance our brand, our business may be adversely affected.
We believe that maintaining and enhancing our brands is of significant importance to the success of
our business. We have gradually established a credible brand in the automotive-grade sensor chip markets
thanks to the performance and reputation of our products. As we have relatively short history and operate
in a competitive market, our ability to establish, develop and constantly enhance our brand is critical to
build our market position and contributes to our long-term success. While our brand name is built upon
the reputation and track record of our products, the successful promotion of our brand also depends on the
effectiveness of our marketing efforts and amount of word-of-mouth referrals we received from satisfied
customers. We may also incur extra expenses in promoting our brand. However, we cannot assure you that
these activities are and will be successful or that we can achieve the brand promotion effect we expect.
Our business may be adversely affected due to potential deterioration in relationships with our
distributors, risks relating to the acts of our distributors and their potential breach of
distributorship agreements or applicable laws and regulations.
Distributors are important to our business model. Our distributors are primarily responsible for
delivery to end customers and settlement with us. Our revenue from sales to distributors accounted for
50.8%, 53.2% and 47.7% of our total revenue for 2023, 2024 and 2025, respectively. We expect that
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distributorship will remain an important component of our sales network. The effective management and
development of our distribution network depends on our ability to retain distributors that contribute
meaningful revenue on terms favorable to us, and expand our distributor base, especially for key
distributors. Any decrease in sales from, or loss of our distributors without a corresponding increase in
sales from other distributors due to the changes in the distributors’ business or for any other reasons would
adversely impact our business, results of operations, financial condition and cash flows.
While we have implemented measures to regulate our distributors, including through our
distributorship agreements with them, our control over distributors is limited, and we cannot assure you
that we can successfully manage our distributors. We may fail to detect incidents of misconduct or
non-compliance on the part of our distributors that violate the terms of our distributorship agreements or
applicable laws and regulations in a timely manner, or at all. Misconducts and violations may occur in the
form of unauthorized misrepresentation to our end customers, misappropriation of third-party rights and
bribery or other unlawful payments during the course of their distribution. Such incidents by any of our
distributors could tarnish our brand, disrupt our sales and damage our relationship with such distributors
and end customers. These and similar actions could also negatively affect our corporate and product
image, result in further loss of customers and decline in sales, or even incur liabilities and claims against
us. Moreover, if any of our distributors sell the same products in overlapping markets, this may result in
cannibalization or even competition among these distributors, which reduces the efficiency of such
distribution channels.
Failure to manage inventory level may strain our distributors’ financial resources and impair their
liquidity, which may lead to their reluctance or inability to purchase products from us. If they experience
decreased profitability or suffer losses as a result, they may quit our distribution network. If any of such
incidents occurs, the stability of our distribution network may be impaired, and our business, results of
operations and financial condition may be materially and adversely affected.
In addition, our distributors provide customer service to our end customers. We may not be able to
continuously monitor or control the quality of customer service provided by our distributors. If our
distributors fail to conform to our standards and protocols or provide satisfactory services on our products,
our reputation and business may be adversely affected.
Our products may contain defects, malfunction or underperform, and we may be subject to product
liability claims, which may incur costs and negatively affect our reputation and business operations.
Products within our industry, such as the BPS SoCs and TPMS SoCs that we develop, are complex
and may contain errors, defects, vulnerabilities or other issues that are difficult to detect and correct,
particularly when first introduced or when new versions or enhancements are released. In addition, many
of the products that we currently offer, such as BPS SoCs and TPMS SoCs, are critical to automotive safety
due to their functions in nature. Any defects, malfunctioning or underperformance concerning these
products could cause adverse consequences, including economic damages, accidents, injuries and even
fatal events. Responsibilities as to these incidents may extend to suppliers like us, which could involve us
in legal and other proceedings, subject us to significant liabilities, damages and penalties and harm our
business, reputation and results of operations.
Despite the verification and testing procedures in place, our products may contain errors, defects,
vulnerabilities or other issues which we are unable to successfully correct in a timely manner or at all.
Some errors or defects in our products may only be discovered after they have been tested, commercialized
and deployed in practice. Under these circumstances, we may incur additional remedial costs to recall,
repair or replace and additional development costs to redesign our products. Furthermore, because we are
subject to warranty and indemnification provisions based on certain of our agreements with our customers,
we may be subject to claims or threats of claims by our customers for their financial loss related to defects
in our products. Any such claims would be time-consuming and costly for us to defend and divert our
management attention, thereby adversely affecting our business, financial condition and results of
operations. These customers may terminate the business relationship with us altogether and as a result, our
results of operations and financial condition may be adversely affected. These disputes, proceedings and
deterioration of customer relationship may generate negative publicity concerning us and adversely impact
our business.
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If we cannot price our products effectively, our business, results of operations and financial
condition may be adversely affected.
We may not be able to price our products effectively. We consider a number of factors in determining
the pricing of our products, including our costs, desired profit margin, pricing of similar products of
competitors and degree of market competition. Our pricing is, as a result, affected by the degree of market
competition, our relative bargaining power with relevant customers and our commercialization strategies.
We may not always be able to offer our existing and new products at the optimal prices, which may result
in them not being profitable or not gaining market share. As our competitors introduce new products that
compete with ours, we may be unable to attract new customers at the same price or based on the same
pricing models as we have used historically, or even cause us to lower our price to gain or maintain our
market share. We may also price certain products in a manner that reduces our profitability, in order to
attract certain customers. Moreover, as we launch new products from time to time, our ability to
effectively price new products is subject to uncertainties. If we cannot price our products effectively in
the long term, our business, results of operations and financial condition may be materially and adversely
affected.
We are subject to risks related to a relatively long cash conversion cycle.
We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory
turnover days in each period plus the trade receivable turnover days in the respective period minus the
trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024
and 2025, respectively, which was largely driven by our inventory turnover days at 293 days, 188 days and
208 days for the same periods, respectively. We had long inventory turnover days in 2023, primarily due
the lasting impact of our stock-up for the cyclical impact of the semiconductor supply chain, which had
a higher cost. As the impact gradually alleviated with the consumption of relevant inventories and
procurement of new inventories at normal price and normal production schedule, our inventory turnover
days decreased significantly to 188 days in 2024. Our relatively high inventory turnover days in 2025 was
primarily due to the seasonal impact of the increases in our semi-finished products and WIP , and, to a
lesser extent, raw materials and finished goods, as we prepared relevant stock for the second half of the
year. We tend to record a higher proportion of sales revenue, and, as a result, cost of sales, in the second
half of the year.
We have been and will continue to implement inventory management measures to enhance inventory
turnover and working capital status. For details, see “Liquidity and Capital Resources—Cash Flows.”
However, such measures may not always be effective or be implemented as we desire. If we cannot
manage our inventory balance efficiently or match the turnover of our trade receivables and trade payables
appropriately, we may have a longer cash conversion cycle. With respect to our inventory turnover, we
cannot assure you that we can timely and effectively sell our inventories or we will not stock up
inventories in case of supply chain disruptions, strategic considerations or other reasons, which could
increase our inventories and prolong our inventory turnover. A long cash conversion cycle could add
pressure to our working capital and, if we cannot fund our working capital needs with our cash reserves
or operating cash flows, we may have to obtain external financing to support our operations, which may
not always be adequate or timely, or come in acceptable terms, if at all. As a result of such prolonged cash
conversion cycle, our liquidity position, financial condition, and results of operations could be materially
and adversely affected.
We are subject to inventory obsolescence risk.
Our inventories were RMB128.2 million, RMB156.7 million and RMB234.9 million as of December
31, 2023, 2024 and 2025, respectively. Our inventory turnover days were 293 days, 188 days and 208 days
for 2023, 2024 and 2025, respectively. We may not be able to maintain proper inventory levels for our raw
materials, semi-finished products and work-in-progress (“WIP”) and finished products, especially as we
further expanded our business and increased our stock. We maintain our inventory levels based on our
internal forecasts of customer demand. If our forecast demand is higher than actual demand, we may be
exposed to increased inventory risks due to the accumulation of excess inventory. Excess inventory may
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increase our inventory holding costs, risk of inventory obsolescence or write-offs. Conversely, if our
forecast demand is lower than actual demand, we may not be able to maintain an adequate inventory level
and may lose sales and market share to our competitors. Therefore, our business, results of operations and
financial condition may be materially and adversely affected.
Our business may be subject to seasonal fluctuations.
Our sales volumes correlate with the seasonal purchasing patterns in this market. We generally
recognize a higher portion of our revenue in the second half of each year, primarily due to the procurement
pattern of our customers in the automotive industry. The degree of seasonality could still vary from time
to time due to conditions in the industry, the demand of our customers and other factors over which we
have limited control. To the extent there are any significant seasonal fluctuations different from our prior
experience, we must arrange for relevant supplies and manufacturing capacity in an effective manner, to
ensure we can dynamically adjust our operations in accordance with the changes in market demand.
Our information technology and software systems may encounter malfunction, unexpected system
failure, interruption, insufficiency or security breaches, including cyber-attacks or other data
security incidents that result in security breaches of these systems.
We rely on our information technology and software systems to effectively manage various
customers’ and suppliers’ data, production and operation data and financial and human resources data. Any
significant failure in our information technology and software systems could result in transaction errors,
processing inefficiencies and loss of sales and customers, or lead to loss or leakage of confidential
information. We collect and store certain customer contact information necessary to our business
operations. The security of such information is of paramount importance. Any security breaches on
customer information may damage our customer relations and our reputation and may expose us to legal
liability. Furthermore, cybersecurity breaches may expose us to a risk of loss or misuse of confidential and
proprietary information. Such theft, loss or fraudulent use of information, or other unauthorized disclosure
of sensitive data could subject us to litigation, losses, liability, fines, or penalties, any of which could
materially and adversely affect our results of operations and reputation.
Our information technology and software systems may be subject to damage or interruption due to
unexpected emergency circumstances beyond our control, including power outages, computer and
telecommunication failures, malware, ransomware or other destructive software, manual or usage errors,
catastrophic events, fire, natural disasters and extreme weather conditions, systems failures, security
breaches, unauthorized access to our data information systems, hackings intended to cause malfunctions,
loss or corruption of data, software, hardware or other computer equipment, intentional or inadvertent
transmission of computer viruses and other similar events. Attacks, including those targeting IT systems,
could severely disrupt business operations and result in significant expense to repair or remediate system
damage. We could not guarantee attacks and security incidents would not happen in the future.
We have implemented various security measures and procedures to protect our IT systems, enhance
data security and monitor and mitigate relevant threats. See “Business—Data Security and Privacy.” As
data security threats are dynamic, evolving, and increasing in sophistication, magnitude, and frequency,
there can be no assurance that such procedures and measures will be successful or sufficient to prevent
security breaches from occurring. If any of these potential data security incidents and corresponding
regulatory action were to occur, they could adversely impact our results of operations due to high
additional costs, such as penalties, third-party claims, repairs, increased insurance expense, litigation,
remediation, security, and compliance costs.
We are subject to risks associated with sanctions and export controls laws and regulations,
international trade policies and actions, and developing domestic and foreign laws and regulations.
We operate within a global supply chain and our products were sold globally as part of various end
products. As such, we face risks associated with international trade regulations and geopolitical
developments. Our business activities are subject to the impact of various applicable sanctions and export
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controls regulations. In recent years, complexities in international relations, such as the geopolitical
tensions between the United States and China, have presented new challenges. For example, in April 2025,
the U.S. government announced substantial new tariffs affecting a wide range of products and jurisdictions
and has indicated an intention to continue developing new trade policies. In response, certain other
governments announced or implemented retaliatory tariffs and other protectionist measures. In May 2025,
China and the U.S. made announcement on a joint statement to substantially move down the tariff levels.
These circumstances could reduce levels of international trade, investment, technological exchange and
other economic activities. They might also lead to changes in political and economic relations between
countries, sanctions, export controls, changes in economic and labor conditions, imposition of increased
duties, tariffs and taxes, political instability and other geopolitical issues.
In particular, the Export Administration Regulation (the “EAR”) regulates U.S. export control, and
the Bureau of Industry and Security (the “BIS”) of the Department of Commerce administers the EAR. For
details, see “Regulatory Overview—Laws and Regulations Relating to U.S. Export Control and
Sanctions.” In addition to the United States, Japan, the Netherlands and various other governments are also
imposing controls, licensing requirements and restrictions applicable to exports to China. These types of
restrictions could impact our ability to supply our products to customers of affected countries, territories
and entities and could restrict our ability to obtain components and technologies we incorporate in or use
to develop our products.
As we operate under the fabless model in China, avoiding all transactions with entities subject to
these restrictions, including the Entity List, or avoiding items subject to the EAR in our business
operations, is not commercially practicable. During the Track Record Period, we had transactions with
certain entity subject to U.S. restrictions, including one customer on the Entity List (“Entity List
Customer”). As of the Latest Practicable Date, all historical transactions with the Entity List Customer had
been completed, there were no outstanding payables or deliverables with the Entity List Customer, and we
had ceased all transactions with such Entity List customer. Our Directors confirm that we will not conduct
any business with the Entity List Customer in the future. We procured certain chips that are not U.S.-origin
but subject to the EAR. We also procured wafer fabrication services from one supplier on the Entity List
with footnote 5. For details of the relevant transactions, see “Business—Business Transactions with
Certain Entities.” If the contract manufacturers we engage use certain controlled technology, equipment,
or software, our products could still be subject to the EAR. As such, if our final products are subject to
the EAR, then the previous sales of the products to any customer on the Entity List after its designation
would constitute Primary Sanctionable Activities even though the transactions are later terminated. In
addition, U.S. enforcement authorities might respond with other export and trade restrictions. However,
for the foundries and OSA Ts for whom the final products were not sold to any sanctioned targets, even if
they have used any U.S.-controlled software or technology in the production of wafers which were then
sold to us and the wafers are subject to the EAR, as advised by our International Sanctions Legal Advisor,
the risk of violating the EAR for such use is remote as no sanctioned target was involved. Based on the
analysis of the International Sanction Legal Advisor, our Directors are of the view that the risks associated
with these transactions under relevant sanction and export control laws did not have a material adverse
effect on us. However, as these laws, regulations and rules are evolving, future sanctions and export
controls may significantly impact our business relationships with some of the key customers or suppliers.
If we fail to promptly secure alternative customers or sources of supply on acceptable terms, our business
may be materially and adversely affected. In addition, dealing with customers and suppliers on the Entity
List can also make us vulnerable under the EAR and Entity List designation, considering the Chinese
semiconductor industry is always an enforcement focus by the U.S. government.
As the U.S. continued to impede China’s advanced semiconductor industry, several leading EDA
software suppliers in the U.S. stated that they received notices from BIS to cease supplying EDA software
to China recently. We understand that these developments introduced uncertainties to global supply chains,
limited access to key software, and increased production and compliance costs for companies operating
in affected industries. If these trade restrictions or geopolitical tensions escalate, we may face additional
risks, including reduced access to key software, which could negatively impact our design capabilities.
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We are exposed to risks associated with U.S. Executive Order 14105 and its implementing
regulations that prohibit and require notification by on U.S. persons for certain investments.
On October 28, 2024, the U.S. Department of the Treasury (the “Treasury”) issued a final rule,
codified in the United States Code of Federal Regulations at 31 C.F.R. part 850, to implement the
Executive Order 14105 of August 9, 2023 (the “Final Rule”), which became effective on January 2, 2025.
The Final Rule imposes investment prohibition and notification requirements on U.S. persons for a wide
range of investments in entities associated with China (including Hong Kong and Macau) that are engaged
in activities relating to three sectors: (1) semiconductors and microelectronics, (2) quantum information
technologies, and (3) artificial intelligence systems, collectively defined as “covered foreign persons.”
U.S. persons subject to the Final Rule are prohibited from making, or required to report, certain
investments in covered foreign persons, which are defined as “covered transactions,” and include certain
acquisitions of an equity interest, certain debt financing, joint ventures, and certain investments as a
limited partner in a non-U.S. person pooled investment fund. The Final Rule contains exceptions for
certain investments, including those in publicly traded securities, except when the U.S. person investor
secures rights that go beyond standard minority shareholder protections. The Final Rule may introduce
new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of
China-based issuers including us. On February 21, 2025, U.S. President issued a memo entitled the
“America First Investment Policy” (the “America First Memo”), indicating that Executive Order 14105 is
under review and the Trump Administration will consider new or expanded restrictions, such as
broadening the sectors. The Comprehensive Outbound Investment National Security Act of 2025 (the
“COINS Act”), which was part of the FY 2025 National Defense Authorization Act, was signed by
President Trump and became law on December 18, 2025. The COINS Act requires the Treasury to issue
regulations revising the U.S. Outbound Investment Rule within 450 days. See “Regulatory
Overview—Laws and Regulations Relating to U.S. Executive Order 14105 and Its Implementing
Regulations That Prohibit and Require Notification by U.S. Persons for Certain Investments.”
As advised by our International Sanctions Legal Advisor, according to the U.S. Outbound Investment
Rule (the “OIR”): (1) our Group is a “covered foreign person” engaging in integrated circuits design, (2)
our Group is not engaged in the design of integrated circuits that meet or exceed the performance
parameters in ECCN 3A090.a, or integrated circuits designed for operation at or below 4.5 Kelvin, which
is under the definition of “prohibited transactions” under the “covered activities,” (3) our Group is
engaged in design integrated circuits that do not meet the parameters of stated in prohibited transaction,
which is one of the “covered activities” which is under the definition of “notifiable transactions” under
the “covered activities.” Therefore, the purchase of H Shares through the Global Offering is not a
prohibited transaction under the Final Rule, but U.S. persons would be required to notify the U.S.
Department of the Treasury on the participation of the Global Offering.
According to the Final Rule and latest FAQs published by the U.S. Department of the Treasury, U.S.
persons may acquire our publicly traded H shares securities after listing under the publicly traded
securities exception of the Final Rule as long as the investment does not afford rights beyond standard
minority shareholder protections, regardless of whether the covered transaction is a prohibited transaction
or notifiable transaction. The U.S. Treasury Department clarified in the most recent FAQs updated in
December 2025 that the publicly traded exception would apply to equity interests acquired pursuant to a
subscription or standby agreement entered into prior to listing if, at the time of the acquisition, the equity
interest is publicly traded. Therefore, subscription of the Offer Shares under the Global Offering by a U.S.
person shall fall within the publicly traded exception, as the Offer Shares will be publicly traded upon the
Listing. Our Directors are of the view that the OIR does not have a material adverse effect on our plan
for the Global Offering and the Listing. However, there is no assurance that the Treasury will take the same
view as ours. U.S. persons engaged in a “covered transaction” (as defined under the Final Rule) that
involves the acquisition of our equity interests (including the subscription of our H Shares in the Global
Offering) may need to make a notification to the Treasury pursuant to the Final Rule, which could limit
our ability to raise capital or contingent equity capital from U.S. investors. In addition, even though U.S.
persons’ investment of certain publicly traded securities (such as purchasing our H Share in the open
market) falls under an exception in the Final Rule, it could still limit our ability to raise capital or
contingent equity capital from U.S. investors given that the relevant laws, regulations and policies
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continue to evolve. In addition, the application and implication of the Final Rule, the America First Memo
and any related policies, laws and regulations are complex, which may be changed and updated from time
to time. Future changes in the Final Rule, the America First Memo, COINS Act, and any related policies,
laws and regulations or their interpretations, or any similar or more expansive restrictions imposed by the
U.S. or other jurisdictions, may result in additional costs on our business and/or limit our ability to raise
capital or contingent equity capital from U.S. investors and other sources that may otherwise be beneficial
to us, which could adversely affect our performance, financial condition and prospects.
We may be involved in litigation, legal or contractual disputes, governmental investigations or
administrative proceedings, which may divert our management’s attention and adversely affect our
business, results of operations and financial condition.
We may be involved in litigation, legal or contractual disputes, governmental investigations or
administrative proceedings in the ordinary course of our business. These may concern issues relating to,
among others contract disputes relating to our daily business operations. Any such claim or proceeding
involving us, with or without merit, may be expensive, time-consuming and disruptive to our operations
and distracting to management. In addition, even if we ultimately succeed in such disputes or proceedings,
negative publicity may arise therefrom and materially and adversely affect our reputation and business. If
one or more legal or administrative matters were resolved against us, or certain injunctions are granted to
prevent us from using certain technologies in our products, our business, results of operations and
financial condition could be materially and adversely affected. Furthermore, unfavorable outcomes could
result in significant compensatory or punitive monetary damages, disgorgement of revenue or profits,
corporate remedial measures, injunctive relief or specific performance against us that could materially and
adversely affect our results of operations and financial condition.
Failure to pay social insurance premiums and housing provident funds on behalf of our employees
in accordance with applicable laws and regulations may subject us to penalties.
During the Track Record Period, we engaged third-party agencies to pay social insurance premiums
and housing provident funds for certain employees (the “Employee Third-Party Payment”), which was not
in strict compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party
agencies provided such funds for 22 of our employees. We implemented such arrangements primarily
because these employees were located in cities where we did not have any registered operating entities.
As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by competent
PRC authorities, we might be subject to additional contributions, late payment fees and/or penalties
required by relevant PRC laws and regulations for failing to discharge our obligations in relation to
payment of social insurance and housing provident funds as an employer or be ordered to rectify such
practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy
the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we
may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period
of time, failing which the relevant governmental authorities could apply to the People’s Court for
enforcement, and if we fail to complete housing provident fund registration before the prescribed
deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant
subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding
balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance
per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging
from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the
likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track
Record Period is low, on the basis that (1) according to the written confirmation by the competent
authority, we had not been subject any administrative penalties due to any breach of the applicable laws
and regulations in relation to social insurance and housing provident fund during the Track Record Period;
(2) we undertake that we will rectify or make outstanding payments within a prescribed period once
required by competent authorities; (3) the relevant employees have issued a confirmation letter confirming
that there are no disputes or potential disputes with the company and third-party payment agencies
regarding the payment of social insurance premiums and housing provident funds; and (4) we have not
received labor arbitration notices from any of employees in relation to Employee Third-Party Payment
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during the Track Record Period and up to the Latest Practicable Date. However, we cannot assure you that
relevant competent government authorities will not take the view that such third-party agency
arrangements do not satisfy the requirements under the relevant PRC laws and regulations. We might also
be subject to labor disputes arising from such arrangements with the relevant employees. In the event that
the relevant governmental authorities do not recognize the amount of social insurance premium and
housing provident funds that we contributed through third-party agencies, it may be deemed a failure to
make full contributions, with the social insurance premium and housing provident funds paid by
third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3 million,
RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively. This in turn may adversely
affect our financial condition and results of operations.
On July 31, 2025, the Supreme People’s Court of the PRC issued the Interpretation II by the Supreme
People’s Court of the PRC on Legal Issues in the Trial of Labor Dispute Cases (ᄲଣ
༆ᙑ(ɚ)) (the “Interpretation II”), which took effect from September 1,
2025. Pursuant to the Interpretation II, it is a statutory obligation on both the employers and employees
to participate in social insurance. Any arrangement not to participate in social insurance, either by
unilateral undertaking or mutual agreement, is invalid. Further, the Interpretation II specifies that if the
employee terminates their labor contract on the grounds that the employer has failed to make social
insurance contributions as required by law, and claims economic compensation from the employer, the
People’s Court of the PRC shall uphold the claim. As advised by our PRC Legal Advisor, the Interpretation
II will not have a material adverse impact on our business operation and financial position considering that
(1) our Company and our subsidiaries in the PRC have not made any arrangement with their employees
not to participate in statutory social insurance, either by unilateral undertakings or mutual agreements; (2)
during the Track Record Period and up to the Latest Practicable Date, there were no incidents with regard
to the termination of the labor contracts between us and our respective employees, which was initiated by
our employees, on the grounds that we had failed to make social insurance contributions; and (3) the
Interpretation II does not expand penalty exposure or repeal existing laws. However, there can be no
assurance that the relevant PRC authorities do not hold views different from ours. If the relevant PRC
authorities determine that we are not in compliance with the Interpretation II, our business, results of
operation, financial condition and prospects may be adversely affected.
Failure to protect our leasehold interests could adversely affect our business operations.
As of the Latest Practicable Date, the lease agreements were not filed by either us or the relevant
lessors for registration with respect to six of our leased properties in China. If these lessors are not the
legal owners or have not obtained the proper authorization from the legal owners of such premises, the
legal owners of such premises or third-party tenants that have leased from the legal owners will have
ground to challenge the validity of our leasehold interest in the affected premises. As advised by our PRC
Legal Advisor, the validity and enforceability of the lease agreements are not affected by the failure to
register or file the lease agreements with the relevant government authorities. According to the relevant
PRC regulations, we may be ordered by the relevant government authorities to register the relevant lease
agreements within a prescribed period, and we may be subject to a fine ranging from RMB1,000 to
RMB10,000 for each non-registered lease if we fail to comply. The maximum potential penalties
associated with the six unregistered leases mentioned above were RMB60,000. If any of our leases are
terminated or voided as a result of challenges from third parties or government agencies, we would need
to seek alternative premises and incur relocation costs.
Our overseas expansion may not be successful, and we are exposed to the risks associated with
overseas operations.
We have been exploring business opportunities in overseas regions. However, we have limited
experience in doing business in these markets and our products and business may not be well-accepted.
We cannot assure you that we can replicate our success or compete effectively in these markets. Moreover,
as our overseas expansion proceeds, we may have to adapt our business models to the local market due
to various legal requirements and market conditions and incur additional costs associated with such
operations.
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Specifically, we are subject to risks typically associated with overseas operations including, but not
limited to, compliance with local laws and regulations, such as those related to trade practices and tariffs,
intellectual property, labor, anti-corruption, taxation, intra-group transactions and trade practices and data
practice. If any of our overseas operations, or our associates, agents or distributors, violate laws in the
relevant jurisdictions, we could become subject to sanctions or other penalties. We may also need to obtain
additional government approvals, licenses or other authorizations for doing business in overseas markets.
Changes in the political and economic environments in the markets where we operate and the imposition
of tariffs, duties or other protectionist measures may also have a material adverse impact on our overseas
operations.
Acquisitions, investments or strategic alliances may fail and materially and adversely affect our
reputation, business and results of operations.
We have made, and may continue to enter into acquisitions investments or alliances with various
third parties. These investments could subject us to a number of risks, including the availability of suitable
targets, valuation risk, the degree of synergy as we may be unable to realize the anticipated benefits, cost
savings or efficiencies, the success of integration, risks associated with sharing proprietary information,
non-performance by the counterparty, and an increase in relevant expenses, any of which may materially
and adversely affect our business, results of operations and financial condition. Our acquisition and
strategic investment activities may expose us to significant valuation risk, as we may be required to pay
consideration based on assumptions and forward-looking projections that may not materialize, and any
subsequent changes in market conditions, business performance or integration outcomes could result in the
acquired assets or equity interests being worth less than the consideration paid. We also cannot assure you
that the business and financial performance of our investees will always meet our expectations, or that
such investments will always be aligned with our business planning, and we may incur goodwill
impairment in the event that there is a decline in the expected benefits from our acquired business. For
instance, we recorded impairment losses of goodwill of RMB76.1 million in connection with the
acquisition of Gainsil in 2023. We may also have little ability to control or monitor the actions of relevant
third parties, including our investees and investment partners. To the extent such third parties suffer
negative publicity or harm to their reputation from events relating to their business, we may also suffer
negative publicity or harm to our reputation by virtue of our association with such third parties.
In addition, we may acquire additional assets, technologies or businesses that are complementary to
our existing businesses. Future acquisitions and the subsequent integration of new assets, technologies and
businesses into our own would require significant attention from our management and could result in a
diversion of resources from our existing businesses, which in turn could adversely affect our business.
Acquired assets, technologies or businesses may not generate the financial or operating results we expect.
In addition, acquisitions and investments may also involve significant capital outlays, the issuance of
equity securities that could dilute existing shareholders, or the assumption of debt, any of which could
adversely impact our financial position. Any failure to realize the anticipated benefits from investments
and acquisitions could materially and adversely affect our business, results of operations and financial
condition.
Our insurance coverage may not be sufficient to cover all losses or potential claims by our customers,
which would affect our business, results of operations and financial condition.
We currently have product liability insurance and transportation insurance that covers the delivery
of wafers. However, it may not be adequate to fully compensate for all kinds of losses we may suffer in
the future. In particular, we do not carry insurance in respect of certain risks that we believe are not insured
under customary industry practice in Chinese mainland, or which are uninsurable on commercially
acceptable terms, if at all, such as those caused by war, nuclear contamination, tsunami, pollution, acts of
terrorism and civil disorder. In addition, our insurers generally review our policies every year and we
cannot guarantee that our policies can be renewed on similar or other acceptable terms, or at all.
Furthermore, if we suffer unexpected severe losses or losses that far exceed the policy limits, it could
materially and adversely affect our business, results of operations and financial condition.
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Any future occurrence of natural disasters, outbreaks of contagious diseases or other force majeure
events may materially and adversely affect our business, results of operations and financial
condition.
Our business is subject to general economic and social conditions. Uncertainties about global
economic conditions and other factors including fluctuation of interest rates, inflation level,
unemployment, labor and healthcare costs, access to credit, consumer confidence and other
macroeconomic factors may pose risks and materially and adversely affect demand for our products. In
addition, natural and man-made disasters and other force majeure events which are beyond our control
may adversely affect the economy, infrastructure and livelihood of the people there. For instance,
typhoons, sandstorms, snowstorms, fires and droughts, as well as the outbreak of a widespread health
epidemic such as COVID-19, SARS, Ebola or Zika could pose significant risks to the regions where we
or our business partners conduct business operations, including the research and development,
manufacturing and commercialization activities. The potential occurrence or recurrence of any of these
events could result in a slowdown of global economy or cause substantial disruptions to our operations,
which could materially and adversely affect our business, results of operations, financial condition and
prospects. Additionally, acts of war and terrorism may also damage the facilities of our business partners,
disrupt our sales channels and destroy our markets. The potential for war or terrorist attacks may also harm
or cause uncertainty to our business in ways that we cannot predict.
RISKS RELATING TO THE RESEARCH AND DEVELOPMENT AND INTELLECTUAL
PROPERTY RIGHTS OF OUR PRODUCTS
If we are unable to develop and introduce new products, our business, results of operations, financial
condition and competitive position would be materially and adversely affected.
Our business is R&D-driven. Continuous R&D enable sophisticated sensor SoC solutions that meet
emerging requirements for safety, functionality, integration, power efficiency and cost effectiveness, as
well as address ever-evolving demand and requirements from customers and downstream sectors. Our
business, results of operations, financial condition and competitive position depend on our ability to
develop and introduce new and enhanced products that incorporate the latest technological advancements.
We may encounter unexpected technical and production challenges or delays in completing the
development of new and enhanced products in a cost-efficient manner. Successful product development
and upgrades not only require us to invest significant resources in research and development and also
require that we:
 design products with better functionality, cost savings or other benefits that differentiate from
those of our competitors;
 quickly and cost-effectively adjust to evolving customer demands, market conditions and
industry trends;
 rapidly and satisfactorily meet new industry and regulatory standards and requirements; and
 continuously enhance our technology stack.
If we are unable to complete the development of new and enhanced products and/or technologies
without delay or at all, we may not be able to satisfy our customers’ demand or achieve broader market
acceptance of our products, and our business, results of operations, financial condition and competitive
position would be materially and adversely affected.
We have been investing, and intend to continue to invest, heavily in R&D, which may adversely
affect our profitability and operating cash flow and may not generate the results we expect to
achieve.
We have been investing, and expect to continue to invest, heavily in our R&D efforts. Our research
and development costs amounted to RMB95.9 million, RMB107.9 million and RMB101.5 million in 2023,
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2024 and 2025, respectively. Our industry is subject to rapid technological changes and is quickly evolving
in terms of technological innovation. We need to invest significant resources, including financial
resources, in R&D to make technological advances in order to maintain the competitiveness of our
products or expand our product offerings. As a result, we expect to continue to incur significant research
and development costs in the future.
However, we cannot guarantee that our efforts will achieve the outcomes as we anticipate. The
outcomes of R&D activities are inherently uncertain. We may encounter practical difficulties in
commercializing our products incorporating our research and development outcomes. New technologies
could render our existing technologies and/or products or technologies and/or products we are developing
obsolete or unattractive, thereby rendering us unable to recover research and development costs, which
could materially and adversely affect our business, results of operations and financial condition.
Our R&D efforts may not translate into contribution to our results of operations for several years,
if at all, and even when they do, such contributions may not meet our expectations, and we may never
recover the costs of such efforts, which would materially and adversely affect our business, results of
operations, financial condition and competitive position.
We may not be able to obtain or maintain adequate intellectual property rights protection for our
products, or the scope of such intellectual property rights protection may not be sufficiently broad.
Our ability to protect our proprietary technologies and our products by obtaining, maintaining and
enforcing our intellectual property rights, including patent rights, is critical to our long-term
competitiveness. We have been protecting the proprietary technologies that we consider commercially
important by, among others, filing patent applications in China. As of December 31, 2025, we had 90
granted patents, 33 utility model patents and one design patent. As of the same date, we had 61
layout-design of integrated circuits, 26 software copyrights and 25 registered trademarks in China. See
“Business—Intellectual Property Rights.” The intellectual property application process may be expensive
and time-consuming, and we may not be able to file and prosecute all necessary or desirable intellectual
property applications at a reasonable cost or in a timely manner, if at all. In addition, we may however
fail to identify patentable aspects of our R&D outputs before it is too late to obtain patent protection. As
a result, we may not be able to prevent competitors from developing and commercializing competitive
products in all such fields.
Even if we have identified, filed and prosecuted our intellectual property applications, our
applications may not be granted or our intellectual property may be invalidated for multiple reasons,
including known or unknown prior deficiencies in the intellectual property application or the lack of
novelty of the underlying technology. Moreover, the patent position of sensor SoC providers like us may
be uncertain because it involves complex legal and factual considerations. As such, we cannot assure you
that we will be able to discern the scope of the intellectual property protection or obtain adequate
intellectual property protection with respect to our products. Governmental patent agencies also require
compliance with a number of procedural, documentary, fee payment, and other similar provisions during
the patent application process and over the lifetime of the patent. Non-compliance events can result in
abandonment or lapse of the relevant patent or patent application, leading to partial or complete loss of
patent rights in the relevant jurisdiction.
Even if our intellectual property applications are approved, they may not be approved in a form that
will provide us with meaningful protection from competition or with any competitive advantage. For
instance, our competitors may be able to circumvent our patents by developing similar or alternative
technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its
inventor, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices
in China and other jurisdictions. Further, although various extensions may be available, the life of a patent
and the protection it affords is limited. If we fail to extend the life of our patents, we may face competition
for any approved products even if we successfully obtain patent protection once the patent life has expired
for the product.
Any of the foregoing could materially and adversely affect our business, results of operations,
financial condition, competitive position and prospects.
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We may become involved in lawsuits to protect or enforce our intellectual property rights and our
rights could be found invalid or unenforceable if being challenged in court or before any related
intellectual property agency in any jurisdiction.
Competitors may infringe our patent rights or misappropriate or otherwise violate our intellectual
property rights. To counter infringement or unauthorized use, litigation may be necessary in the future to
enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity
and scope of our own intellectual property rights or the proprietary rights of others. This can be expensive
and time-consuming. Any claims that we assert against perceived infringers could also provoke these
parties to assert counterclaims against us alleging that we infringe their intellectual property rights. Many
of our current and potential competitors have the ability to dedicate resources to enforce and/or defend
their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to
prevent third parties from infringing upon or misappropriating our intellectual property. An adverse result
in any litigation proceeding could put our patents, as well as any patents that may issue in the future from
our pending patent applications, at risk of being invalidated, held unenforceable or interpreted narrowly.
Furthermore, because of the substantial amount of discovery required in connection with intellectual
property litigation, some of our confidential information could be compromised by disclosure during this
type of litigation. Defendant counterclaims alleging invalidity or unenforceability are commonplace, and
can be asserted on numerous grounds. Third parties may also raise similar claims before administrative
bodies in China or abroad, even outside the context of litigation. Such proceedings could result in
revocation or amendment to our patents in such a way that they no longer cover and protect our products.
The outcome following legal assertions of invalidity and unenforceability is unpredictable. If a defendant
were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and
perhaps all, of the patent protection on our products. Such a loss of patent protection could materially and
adversely affect our business.
If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities
and penalties and may have to redesign or suspend the sales of products involved.
The industries in which we operate are patent-intensive. Companies in these industries routinely seek
patent protection for their product designs. Some of our competitors have large patent portfolios with
broad rights and may claim that our expected commercial use of our products has infringed their patents.
Specifically, these competitors could allege that certain features of our products fall within the coverage
of their patents. They may initiate legal proceedings alleging that we are infringing, misappropriating or
otherwise violating their intellectual property rights in connection with the commercialization of our
products.
Whether a product infringes a patent involves an analysis of complex legal and factual issues and the
conclusion of such analysis is often uncertain. Although we intend to identify and avoid intellectual
property infringement activities, (1) we may hire employees who have previously worked for our
competitors and cannot assure that such employees will not use their previous employers’ proprietary
know-how, technology and other proprietary information in their work for us, which could result in
litigation against us; (2) in the case where our employees are obligated to assign any inventions created
during their work to us under assignment agreement, we may not obtain these agreements in all
circumstances and the assignment of intellectual property under such agreements may not be self-
executing; and (3) our competitors may also have filed for patent protection which is not as yet a matter
of public knowledge or claimed rights that have not been revealed through our searches of relevant public
records. Therefore, our efforts to identify and avoid infringing on third parties’ intellectual property rights
may not always be successful. Any claims of patent or other intellectual property infringement, regardless
of their merit, could be expensive and time-consuming. These claims and the relevant proceedings could
diverge management attention and result in substantial financial costs. If our competitors or employees
succeed in raising their claims, we may be required to suspend our sales efforts of the relevant products
in controversy, redesign, reengineer or rebrand such products, pay substantial damages to third parties, or
enter into royalty or licensing agreements which may not be available on terms favorable to us.
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Obtaining and maintaining our patent protection depends on compliance with various procedural,
documentary, fee payment, and other requirements imposed by governmental patent agencies, and
our patent protection could be reduced or eliminated for noncompliance with these requirements.
Patent agencies require compliance with a number of procedural, documentary, fee payment, and
other similar provisions during the patent application process and over the lifetime of the patent.
Non-compliance events, including failure to respond to official actions within prescribed time limits,
non-payment of periodic maintenance fees, and failure to properly legalize and submit formal documents,
can result in abandonment or lapse of the patent or patent application, leading to partial or complete loss
of patent rights in the relevant jurisdiction. In any such event, our competitors might be able to enter the
market, which would materially and adversely affect our business.
We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims
that we, or our employees or our business partners have wrongfully used or disclosed trade secrets
allegedly owned by others.
In addition to our registered patents and patent applications, we rely on trade secrets, including
unpatented know-how, technology and other proprietary information, to protect our products and thus
maintain our competitive position. We protect these trade secrets, in part, by entering into non-disclosure
and confidentiality agreements, non-compete covenants or include such undertakings in the agreements
with parties that have access to them. We also enter into employment agreements with our employees that
include undertakings regarding assignment of inventions and discoveries. Nevertheless, we cannot assure
you that such agreements will be obtained in all circumstances or be duly enforced. Moreover, there can
be no guarantee that an employee or a third party will not make an unauthorized use or disclosure of our
proprietary confidential information. This might happen intentionally or inadvertently. It is possible that
a competitor will gain access to such information and make use of such information, and that our
competitive position will be compromised, despite any legal action we might take against such persons.
In addition, to the extent that our employees or business partners use intellectual property owned by others
in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.
Trade secrets are difficult to protect. Our employees or business partners might intentionally or
inadvertently disclose our trade secret information to competitors, or our trade secrets may otherwise be
misappropriated. Enforcing a claim that a third party illegally obtained and/or is using any of our trade
secrets is expensive and time-consuming, and the outcome is unpredictable. It is possible that technology
relevant to our business will be independently developed by a person that is not a party to such agreement.
Furthermore, if the employees who are parties to these agreements breach the terms of these agreements,
we may not have adequate remedies for any such breach, and we could lose our trade secrets and
inventions through such breaches. Any legal proceedings asserting our trade secrets could be time-
consuming and costly, and may not yield successful results.
RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL
CAPITAL
We have incurred significant net losses and had a net deficit position during the Track Record
Period, and may not be able to achieve or subsequently maintain profitability in the near future.
We have incurred net losses in the past. In 2023, 2024 and 2025, we incurred loss for the year of
RMB355.8 million, RMB351.3 million and RMB330.6 million, respectively. We may continue to incur net
losses in the short term, as we are in the stage of expanding our business and operations in the rapidly
growing wireless sensor SoCs industry and are continuously investing in R&D. We may not be able to
achieve or subsequently maintain profitability in the near future. Our loss position during the Track Record
Period was primarily due to the combination of several factors, including (1) our relatively small business
scale as a company with short operating history and limited commercialization, which led to lower
operating leverage; (2) the changes in the carrying amount of liabilities recognized for financial
instruments issued to investors; (3) for 2023, the impairment losses of in connection with the acquisition
of Gainsil; (4) in particular for 2023, the impact of certain high-cost wafer that we had procured in advance
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in light of the cyclical impact of the semiconductor industry supply chain, which had lowered our profit
margin in 2023; and (5) the significant investments in our R&D efforts, including investment in our R&D
personnel and product development activities. Our costs and expenses may further increase as we continue
to invest in our R&D initiatives and enhance and expand our product portfolio, while we have not yet
achieved mass commercialization or economies of scale.
Our future profitability will depend on a variety of factors, including the degree of acceptance and
penetration of our products in downstream application scenarios, the breadth and depth of our customer
base and our relationship with customers and our cost structure and supply chain capabilities. Our revenue
may not grow at the rate we expect, if at all, and it may not increase sufficiently to offset the increase in
our costs and expenses. As a result, we may continue to incur losses in the future and we cannot assure
you that we will eventually achieve our intended profitability. In addition, we expect to incur substantial
costs and expenses as a result of being a public company. If we are unable to generate adequate revenues
and manage our expenses, we may continue to incur significant losses and may not be able to achieve or
subsequently maintain profitability.
We are at accumulated deficit position to date. We had total deficit of RMB1,479.0 million as of
December 31, 2025, primarily due to financial instruments issued to investors mainly representing our
Pre-IPO Investments. We expect such position to be significantly alleviated after the Listing, as our
financial instruments issued to investors are converted from liabilities to equity upon the Listing. Our net
deficit position exposes us to liquidity risk. Our future liquidity, payment of trade and other payables,
capital expenditure plans and repayment of outstanding debt obligations (if any) as and when they become
due will primarily depend on our ability to obtain adequate cash generated from operating activities and
adequate external financing. Deficit position may limit our working capital for the purpose of operations
or capital for our expansion plans and materially and adversely affect our business, results of operations
and financial condition.
We recorded net operating cash outflows historically and there can be no assurance that we will not
have net operating cash outflows in the future.
We recorded net cash used in operating activities of RMB61.2 million, RMB137.1 million and
RMB173.6 million in 2023, 2024 and 2025, respectively. See “Financial Information—Liquidity and
Capital Resources—Cash Flows.” We cannot assure you that we will be able to generate positive cash
flows from operating activities in the future. If we continue to record net operating cash outflows in the
future, our working capital may be constrained, which may adversely affect our financial condition. In
particular, similar to other fabless companies in China, the procurement of relevant supplies such as wafers
and our R&D activities could be capital-intensive. Our future liquidity primarily depends on our ability
to obtain adequate cash inflows from our operating activities and adequate external financing such as
offering and issuing securities, and/or other sources such as external debt, which may not be available on
terms favorable or commercially reasonable to us or at all. If we fail to obtain sufficient funding in a timely
manner and on reasonable terms, or at all, we will be in default of our payment obligations and may not
be able to expand our business. As a result, our business, results of operations and financial condition may
be adversely affected.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
We require additional capital from time to time to execute our R&D and procurement plans, broaden
and enhance our offerings, grow our business, better serve our customers, and improve our operations. In
particular, companies operating under fabless model in the semiconductor sector typically have a relatively
long and uncertain design and development cycle before mass production and commercialization, which
makes the availability of upfront financing critical. Accordingly, we may need to sell additional equity or
debt securities or obtain a credit facility. Future issuances of equity or equity-linked securities could
significantly dilute our existing Shareholders. The incurrence of debt financing would result in increased
debt service obligations. It could also result in operating and financing covenants that would restrict our
operation or our ability to pay dividends to our Shareholders.
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Our ability to obtain additional capital is subject to a variety of uncertainties, including our market
position and competitiveness, our potential for profitability, overall financial condition and results of
operations, the general market condition for capital-raising activities by companies in our industry, and the
economic, political and other conditions in China and globally. We may be unable to obtain additional
capital in a timely manner or on favorable terms, or at all. If we are unable to obtain adequate financing
on terms satisfactory to us when we require it, our ability to continue to support our business growth could
be significantly impaired, and our business and prospects could be adversely affected.
We are subject to credit risk relating to trade receivables, and any significant default on our trade
receivables could materially and adversely affect our liquidity, financial condition and results of
operations.
We are exposed to credit risk relating to potential delays in payment and defaults of our customers.
We had a growing balance of our trade receivables during the Track Record Period, in part due to our
increased business scale. As of December 31, 2023, 2024 and 2025, our trade receivables (net of loss
allowance) amounted to RMB65.3 million, RMB79.6 million and RMB160.1 million, respectively, with an
allowance for credit losses of trade receivables amounting to RMB0.7 million, RMB0.8 million and
RMB1.6 million as of the same dates, respectively. Our trade receivable turnover days were 74 days, 77
days and 92 days in 2023, 2024 and 2025, respectively. We may not be able to collect all such trade
receivables due to a variety of factors that are beyond our control, such as long payment cycles of certain
customers. If the relationship between us and any of our customers is terminated or deteriorated, or if any
of our customers experience financial difficulties in settling the trade receivables, our corresponding trade
receivables recoverability will be adversely affected. The increase in the amount of provisions made on
our trade receivables will be recorded as expenses on our results of operations. As such, if we are unable
to manage the credit risk associated with our trade receivables effectively, our results of operations may
be materially and adversely affected. Furthermore, substantial defaults or delays by our customers could
materially and adversely affect our cash flow and working capital conditions, and we may have to
terminate our relationships with such customers.
We have granted and may continue to grant share-based awards in the future, which may result in
increased share-based payment expenses or shareholder dilution.
We adopted 2015 Employee Incentive Scheme in December 2015 for the purpose of promoting the
rapid and sustainable growth of our Company and incentivizing outstanding employees. See “1. Further
Information about Our Company—F. Employee Incentive Schemes” in Appendix IV to this prospectus. We
recorded equity-settled share-based payment expenses of RMB3.8 million, RMB3.0 million and RMB2.2
million in 2023, 2024 and 2025, respectively. We believe the granting of share-based payment is of
significant importance to our ability to attract and retain key personnel and employees, and we will
continue to grant share-based payment to employees in the future. For example, we have adopted the 2026
Pre-IPO Share Option Scheme, the purpose of which is to further incentivize our Directors, senior
management and employees who have made continuous contribution to our Group’s development.
Issuance of additional Shares with respect to share-based payment may dilute the shareholding percentage
of our existing Shareholders. Our expenses associated with share-based payment may increase, which may
have an adverse effect on our results of operations.
Failure to obtain or maintain any of the preferential tax treatments and government grants could
affect our business, results of operations and financial condition.
We are subject to preferential income tax treatments during the Track Record Period. See “Financial
Information—Key Components of Our Consolidated Statements of Profit or Loss—Income Tax Expense.”
During the Track Record Period, we also received government grants, some of which are non-recurring in
nature or are subject to periodic review. In 2023, 2024 and 2025, the government grants we recognized
as other net income amounted to RMB5.0 million, RMB3.6 million and RMB4.6 million, respectively.
If we cease to be entitled to such preferential tax treatment or government grants, our income tax
expenses may increase, which could adversely affect our business, results of operations, financial
condition and prospects. As these government grants are provided typically on a one-off basis, there is no
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guarantee that we will continue receiving or benefiting from them in the future. In addition, we may not
be able to successfully or timely obtain the preferential tax treatment or government grants that may
become available to us in the future, and such failure could adversely affect our business, results of
operations and financial condition.
RISKS RELATING TO CONDUCTING BUSINESS IN JURISDICTIONS WHERE WE OPERATE
Changes in the economic, political or social conditions, laws, regulations or government policies in
the jurisdictions where we operate could have a material adverse effect on our business and
operations.
During the Track Record Period, substantially all of our revenue was derived from our businesses in
China. Accordingly, our business, results of operations, financial condition and prospects are, to a material
extent, subject to economic, political and legal developments in China. In particular, factors such as
corporate and government spending, business investment, level of economic development, and resource
allocation could affect the growth of our business.
The PRC economy has experienced significant growth over the past decades since the
implementation of China’s reform and opening-up policy. In recent years, the PRC government has
implemented measures emphasizing the utilization of market forces in economic reform and the
establishment of sound corporate governance practices in business enterprises. These economic reform
measures may be adaptively adjusted from industry to industry or across different regions of the country.
If the business environment in China changes, our business in China may also be affected.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC
governmental authorities in connection with future capital raising activities, and, if required, we
cannot predict whether we will be able to obtain such approval or complete such filing.
On July 6, 2021, the General Office of the State Council, together with another regulatory authority,
jointly promulgated the Opinions on Lawfully and Severely Combating Illegal Securities Activities (׵
จԈ) which calls for, among others, enhanced administration and
supervision of overseas-listed China-based companies, proposes to revise the relevant regulation
governing the overseas issuance and listing of shares by such companies, and clarifies the responsibilities
of competent domestic industry regulators and government authorities.
On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies (جand five
supporting guidelines (together, “Overseas Listing Trial Measures”), which came into effect on March 31,
2023. Pursuant to the Overseas Listing Trial Measures, further follow-up offerings after overseas listings
also require a filing within three business days after the completion of the offering, and the listed
companies will need to report to the CSRC upon the occurrence and public disclosure of certain significant
matters such as a change in control, penalty received from overseas securities regulators or relevant
regulators, a switch of listing status and a termination of listing. See “Regulatory Overview—Regulations
Relating to Overseas Securities Offering and Listing.”
On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection,
and the National Archives Administration of China published the revised Provisions on Strengthening the
Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic
Companies (֛the “Archives
Rules”), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the
overseas securities offering and listing activities of domestic companies, either in direct or indirect form,
such domestic companies, as well as securities companies and securities service institutions providing
relevant securities services, are required to strictly comply with relevant requirements on confidentiality
and archives management, establish a sound confidentiality and archives system, and take necessary
measures to implement their confidentiality and archives management responsibilities. According to the
Archives Rules, during an overseas offering and listing, if a domestic company needs to provide or
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publicly disclose to securities companies, securities service providers and overseas regulators, any
materials that contain relevant state secrets or that have an adverse impact on the national security or
public interests, the domestic company should complete the relevant approval/filing and other regulatory
procedures.
Given that the Overseas Listing Trial Measures and the Archives Rules were recently promulgated,
their interpretation, application, and enforcement are still evolving and subject to change. The CSRC or
other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt
future capital raising activities before settlement and delivery of the H Shares offered hereby.
Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement
and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC
or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their
approvals or accomplish the required filing or other regulatory procedures in addition to those prescribed
under the Overseas Listing Trial Measures for future capital raising activities, we may be unable to obtain
a waiver of such approval requirements, if and when procedures are established to obtain such a waiver.
Such procedures for obtaining the waiver remain unclear. Any uncertainties or negative publicity
regarding such approval, filing or other requirements could materially and adversely affect our business,
prospects, financial condition, reputation, and trading price of the H Shares.
Governmental supervision of currency conversion, and restrictions on the remittance of Renminbi
into and out of China, may limit our ability to pay dividends and other obligations, and adversely
affect the value of your investment.
The PRC government imposes laws and regulations on the convertibility of Renminbi into foreign
currencies. Substantially all of our transactions are denominated in Renminbi. We may convert a portion
of our revenue into other currencies to meet our foreign currency obligations, such as payments to certain
suppliers, if any. Shortages in the availability of foreign currency may restrict our ability to remit
sufficient foreign currency, or otherwise satisfy our foreign currency denominated obligations. Under the
existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and trade and service-related foreign exchange transactions, can be made
in foreign currencies without prior SAFE approval by complying with certain procedural requirements.
However, approval from or registration with competent government authorities is required where
Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such
as direct investments, repayment of loans denominated in foreign currencies, repatriation of investments
and investments in securities outside of China. Failure to obtain approval from or complete registration
with competent government authorities related to overseas direct investments may result in cessation of
the implementation of relevant projects, restrictions on the remittance of Renminbi into or out of China,
or even legal of administrative liabilities. If the foreign exchange regulatory policies prevent us from
obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay
dividends in foreign currencies to our Shareholders.
The PRC government policy on foreign investment in the PRC may adversely affect our business and
results of operations.
The investment activities of foreign investors in the PRC are subject to certain regulations regarding
the industry participated and imposed to additional verification procedures by certain authorities. The
Special Management Measures (Negative List) for the Access of Foreign Investment (2024 Revision) ( ̮
݄(૶ఊ) (2024وthe “Negative List”) issued by the NDRC and
MOFCOM on September 6, 2024, effective on November 1, 2024, which sets out in a unified manner the
restrictive measures for the access of foreign investments such as the requirements for equity and senior
management, and the industries that are prohibited for foreign investment. The Negative List covers 11
industries, and any field not covered by the Negative List shall be administered under the principle of
equal treatment to domestic and foreign investment. As of the Latest Practicable Date, our main business
in China had not fallen within the Negative List. However, certain industries are specifically prohibited
for foreign investment, which may restrict us from entering into these industries afterwards. Also, as the
Negative List could be updated in the future, we cannot assure you that the PRC government will not
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change its policies in a manner that would render part of our business in China within the Negative List.
If we cannot obtain approval from relevant approval authorities to engage in a business in China that
becomes prohibited or restricted for foreign investors, we may be forced to sell or restructure our business
which has become restricted or prohibited for foreign investment. If we are forced to adjust our corporate
structure or business line as a result of changes in government policy on foreign investment, our business,
results of operations and financial condition may be adversely affected.
Our operations are subject to and may be affected by changes in PRC tax laws and regulations.
We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws
and regulations by PRC tax authorities. Although we believe that in the past, we have established effective
internal control measures in relation to accounting regularities, we cannot assure you that future
examinations by PRC tax authorities would not result in fines, other penalties or action that could
adversely affect our reputation, business, results of operations and financial condition. Furthermore, the
PRC government from time to time adjusts or changes its tax laws and regulations. Further adjustments
or changes to PRC tax laws and regulations, may also have an adverse effect on our business, results of
operations and financial condition.
Holders of our H Shares may be subject to PRC income tax obligations.
Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident
enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the
gains realized upon the sale or other disposition of H Shares.
Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the
income derived in China under the Individual Income Tax Law of the PRC (੻೼
جthe “IIT Law”) and its implementation guidelines. Accordingly, we are required to withhold such tax
from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the
foreign individual resides reduce or provide an exemption for the relevant tax obligations. However,
pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax issued by the
MOF and the SA T (ٝCai Shui Zi [1994] No.
020) on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of
enterprise with foreign investment are exempted from individual income tax for the time being. In
addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of
H shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other
disposition of H shares. However, pursuant to Circular of Declaring that Individual Income Tax Continues
to be Exempted over Income of Individuals from the Transfer of Shares (੻ᘱᚃᅲе
ٝCai Shui Zi [1998] No. 61) issued by the MOF and the SA T on March 30, 1998,
from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises
continues to be exempted from individual income tax.
As of the Latest Practicable Date, no aforesaid provisions had expressly provided that individual
income tax shall be levied non-PRC resident individual holders on the transfer of shares in PRC resident
enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was
levied by PRC tax authorities in practice. However, the PRC tax authorities may change these practices,
which could result in levying income tax on non-PRC resident individual holders on gains from the sale
of H shares.
For non-PRC resident enterprises that do not have establishments or premises in China, and for those
have establishments or premises in China but whose income is not related to such establishments or
premises, under the Enterprise Income Tax Law and its implementation regulations, dividends paid by us
and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are subject
to PRC enterprise income tax at a rate of 10%. In accordance with the Circular on Issues Relating to
Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas
Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hݼ؇ٰ
ٝGuo Shui Han [2008] No. 897) issued by the SA T on
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November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders
of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC
resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises
that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will
be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the
applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’ approval. For
details, see “Regulatory Overview—Regulations on Taxation.”
Despite the arrangements mentioned above, the interpretation and application of applicable PRC tax
laws and regulations by the competent tax authorities are subject to changes and are still evolving, which
may adversely affect the value of your investment in our H Shares.
Y ou may have limited resources in effecting service of legal process or enforcing foreign judgments
against us, and our Directors and management.
We are a company incorporated under the PRC laws, and the vast majority of our assets and
subsidiaries are currently located in China. Substantially all of our Directors and senior management
reside within China. The assets of these Directors and senior management also may be located within
China. As a result, it may be difficult or impossible for you to effect service of process upon us or these
individuals, or to bring an action against us or against these individuals in the event that you believe your
rights have been infringed under the applicable securities laws or otherwise.
On January 14, 2019, the Supreme People’s Court of the PRC and the government of Hong Kong
Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of
Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region (τર) (the
“2019 Arrangement”), which took effect on January 29, 2024. The 2019 Arrangement seeks to establish
a mechanism with greater clarity and certainty for recognition and enforcement of judgments in a wider
range of civil and commercial matters between Chinese mainland and Hong Kong, based on criteria other
than a written bilateral choice of court agreement. Under the 2019 Arrangement, any party concerned may
apply to the relevant PRC or Hong Kong court for recognition and enforcement of the effective judgments
in civil and commercial cases, subject to the conditions set forth in the 2019 Arrangement. Although the
2019 Arrangement has been signed, the outcome and effectiveness of any action brought under the 2019
Arrangement will be subject to the PRC courts further adjudication in accordance with PRC laws,
including the PRC civil procedure law.
There is no assurance whether and when we will pay dividends, which is subject to restrictions under
PRC law.
Under PRC laws, dividends may be paid only out of distributable profits. Distributable profits are
defined as our profits after taxes as determined under applicable accounting standards less any recovery
of accumulated losses and appropriations to statutory and other reserves that we are required to make. As
a result, we may not have sufficient, if any, distributable profits to enable our Company to make dividend
distributions to its shareholders in the future, including periods for which our Company’s financial
statements indicate that our operations have been profitable. Any distributable profits not distributed in a
given year are retained and available for distribution in subsequent years.
Moreover, because the calculation of distributable profits under PRC GAAP is different from the
calculation under the HKFRS in certain respects, our Company may not have distributable profits as
determined under PRC GAAP , even if it has profits for that year as determined under the HKFRS, or vice
versa. Accordingly, we may not receive sufficient distributions from our PRC subsidiaries. Restrictions on
dividend payment could have a negative impact on our ability to make dividend distributions to our
Shareholders in the future, including those periods in which our financial statements indicate that our
operations have been profitable.
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RISKS RELATING TO THE GLOBAL OFFERING
The price and trading volume of our H Shares may be volatile, and an active trading market for our
H Shares may not develop or be sustained, which could lead to substantial losses to investors.
Prior to the completion of the Global Offering, there has been no public market for our H Shares.
We cannot assure you that an active trading market for our H Shares with adequate liquidity will develop
or be sustained following the completion of the Global Offering. The Offer Price is the result of
negotiations between our Company and the Joint Sponsors (for itself and on behalf of the Underwriters),
which may not be indicative of the price at which our H Shares will be traded following the completion
of the Global Offering. The price and trading volume of our H Shares may be subject to significant
volatility in response to various factors beyond our control, including the general market conditions of the
securities in Hong Kong and elsewhere in the world. The market price of our H Shares may drop below
the initial Offering Price at any time following the Global Offering. In addition to market and industry
factors, the price and trading volume of our H Shares may be highly volatile for specific business reasons,
such as fluctuations in our revenue, earnings, cash flows, investments, expenditures, regulatory
developments, relationships with our customers and suppliers, movements or activities of key personnel,
or actions taken by competitors. Moreover, shares of other companies listed on the Stock Exchange with
significant operations and assets in China have experienced price volatility in the past, and it is possible
that our H Shares may be subject to changes in price not directly related to our performance.
We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares
(including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option and
the Shares to be issued pursuant to the 2026 Pre-IPO Share Option Scheme). A listing on the Stock
Exchange, however, does not guarantee that an active and liquid trading market for the H Shares will
develop, or if it does develop, that it will be sustained following the Global Offering, or that the market
price of the H Shares will not decline following the Global Offering. If an active public market for our
H Shares does not develop following the completion of the Global Offering, the market price and liquidity
of our H Shares could be materially and adversely affected.
Future sales or perceived sales of substantial amounts of our H Shares in the public market could
have a material adverse effect on the price of our H Shares and our ability to raise additional capital
in the future.
The market price of our H Shares could decline as a result of future sales of a substantial number
of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new
shares or other securities, or the perception that such sales or issuances may occur. Future sales, or
anticipated sales, of substantial amounts of our securities, including any future offerings, could also
materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us.
In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the
future. New shares or shares-linked securities issued by us may also confer rights and privileges that take
priority over those conferred by the H Shares.
While investors subscribing shares in the Global Offering are not subject to any restrictions on the
disposal of the H Shares they subscribed (except as disclosed in “Information about this Prospectus and
the Global Offering—Restrictions on Offer and Sale of Shares”), they may have existing arrangements or
agreements to dispose part or all of the H Shares they hold immediately or within certain period upon
completion of the Global Offering for legal and regulatory, business and market, or other reasons. Such
disposal may occur within a short period or any time or period after the Listing Date.
Any sale of the H Shares subscribed by such investors pursuant to such arrangement or agreement
could adversely affect the market price of our H Shares and any sizeable sale could have a material and
adverse effect on the market price of our H Shares and could cause substantial volatility in the trading
volume of our H Shares.
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Any possible conversion of Unlisted Shares into H Shares could increase the supply of H Shares in
the market, which may negatively impact the market price of H Shares.
According to the stipulations by the State Council’s securities regulatory authority and the Articles
of Association, our Unlisted Shares may be converted into H Shares and such converted H Shares may be
listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such
converted shares, the requisite internal approval processes have been duly completed, the filing with the
CSRC and the requisite regulatory approvals have been completed, and the requirements and procedures
prescribed by the related regulations and guidelines have been satisfied. In addition, such conversion,
trading and listing must comply with the regulations prescribed by the State Council’s securities regulatory
authorities and the regulations, requirements and procedures prescribed by the relevant overseas stock
exchange. We can apply for the listing of all or any portion of our Unlisted Shares on the Stock Exchange
as H Shares in advance of any proposed conversion to ensure that the conversion process can be completed
promptly upon notice to the Stock Exchange and delivery of shares for entry on the H Share register. This
could increase the supply of H Shares in the market, and future sales, or perceived sales, of the converted
H Shares may adversely affect the market price of H Shares.
Y ou will incur immediate and significant dilution and may experience further dilution if we issue
additional Shares in the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately
prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will
experience an immediate dilution in pro forma consolidated net tangible asset value. We cannot assure you
that if we were to immediately liquidate after the Global Offering, any assets will be distributed to
Shareholders after the creditors’ claims. To expand our business, we may consider offering and issuing
additional Shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible
asset value per Share of their Shares if we issue additional Shares in the future at a price which is lower
than the net tangible asset value per Share at that time.
Certain facts, forecasts and statistics contained in this prospectus are derived from various official
sources and may not be accurate, reliable, complete or up to date.
We have derived certain information and statistics in this prospectus, particularly the section headed
“Industry Overview,” from the F&S report, which was commissioned by us, and from various official
government publications and other publicly available publications provided by the government. The
information from official government sources has not been independently verified by us, the Joint
Sponsors, the Joint Sponsor-OCs, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, any of their respective directors and advisors, or any other persons or parties involved in the
Global Offering, and, therefore, we cannot assure you as to the accuracy and reliability of such
information and statistics, which may not be consistent with other information compiled inside or outside
the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published
information and market practice and other problems, the statistics herein may be inaccurate or may not be
comparable with statistics produced for other economies, and you should not place undue reliance on
them. Furthermore, we cannot assure you that they are stated or compiled on the same basis, or with the
same degree of accuracy, as similar statistics presented elsewhere. In all cases, you should consider
carefully how much weight or importance you should attach to or place on such information or statistics.
If securities or industry analysts do not publish research or reports about our business, or if they
adversely change their recommendations regarding our H Shares, the market price for H Shares and
trading volume could decline.
The trading market for our H Shares will be influenced by research or reports that industry or
securities analysts publish about our business. If one or more analysts who cover us downgrade our H
Shares, the market price for our H Shares would likely decline.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could
lose visibility in the financial markets, which in turn could cause the market price of or trading volume
for our H Shares to decline.
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Fluctuations in exchange rates may result in foreign currency exchange losses and may have a
material adverse effect on your investment.
During the Track Record Period, substantially all of our revenue and expenditures were denominated
in Renminbi, and substantially all of our financial assets were also denominated in Renminbi. Any
significant change in the exchange rates of the Hong Kong dollar against Renminbi may materially and
adversely affect our cash flows, earnings and financial position, and the value of, and any dividends
payable on, our H Shares in Hong Kong dollars. For example, a further appreciation of Renminbi against
the Hong Kong dollar would make any new Renminbi-denominated investments or expenditures more
costly to us, to the extent that we need to convert Hong Kong dollars into Renminbi for such purposes.
An appreciation of Renminbi against the Hong Kong dollar would also result in foreign currency
translation losses for financial reporting purposes when we translate our Hong Kong dollar denominated
financial assets into Renminbi, including proceeds from the Global Offering, as Renminbi is the functional
currency of our subsidiaries inside China. Conversely, if we decide to convert our Renminbi into Hong
Kong dollars for the purpose of making payments for dividends on our H Shares or for other business
purposes, appreciation of the Hong Kong dollar against Renminbi would have a negative effect on the
Hong Kong dollar amount available to us.
Y ou should read the entire prospectus carefully and only rely on the information included in this
prospectus to make your investment decision, and we strongly caution you not to rely on any
information contained in press articles or other media coverage relating to us, our H Shares or the
Global Offering.
There had been, prior to the publication of this prospectus, and there may be, subsequent to the date
of this prospectus but prior to the completion of the Global Offering, press and media coverage regarding
us and the Global Offering. We have not authorized the disclosure of any information concerning the
Global Offering in the press or media and do not accept responsibility for the accuracy or completeness
of such press articles or other media coverage. We make no representation as to the appropriateness,
accuracy, completeness or reliability of any of the projections, valuations or other forward-looking
information about us. To the extent such statements are inconsistent with, or conflict with, the information
contained in this prospectus, we disclaim responsibility for them. Accordingly, prospective investors are
cautioned to make their decisions on the basis of the information contained in this prospectus only and
should not rely on any other information.
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In preparation for the Global Offering, we have applied to the Stock Exchange for the following
waivers from strict compliance with the relevant provisions of the Listing Rules.
MANAGEMENT PRESENCE IN HONG KONG
According to Rule 8.12 of the Listing Rules, all applicants applying for a primary listing on the Stock
Exchange must have sufficient management presence in Hong Kong. This would normally mean that at
least two of the applicant’s executive directors must be ordinarily resident in Hong Kong.
Our Company’s business operations and assets are primarily located outside Hong Kong. Our
Company’s executive Directors are based in the PRC as our Board believes it is more effective and
efficient for our executive Directors to be based in a location where our substantial operations are located.
Our Company therefore does not, and in the near future will not, maintain management presence in Hong
Kong.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange
for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under
Rule 8.12 of the Listing Rules, provided that our Company implements the following arrangements:
(1) We have appointed Dr. Li, our chairman, executive Director and chief executive officer, and
Ms. Xu Y alei ( ஢ඩᑜ) (“Ms. Xu”), our chief financial officer as our authorized representatives
for the purpose of Rule 3.05 of the Listing Rules. They will serve as the principal channel of
communication with the Stock Exchange and make themselves readily available to
communicate with the Stock Exchange. Each of Dr. Li and Ms. Xu can be readily contactable
by phone and email to deal promptly with enquiries from the Stock Exchange, and will also be
available to meet with the Stock Exchange to discuss any matters within a reasonable period
of time upon the request of the Stock Exchange. The contact details of our authorized
representatives have been provided to the Stock Exchange.
(2) All Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel
documents to visit Hong Kong and can meet with the Stock Exchange within a reasonable
period. In addition, each Director has provided his/her contact details, including phone
numbers and email addresses, to our authorized representatives and to the Stock Exchange. In
the event that a Director expects to be traveling or otherwise be out of office, he/she will
provide the phone number of the place of his/her accommodation or other contact information
to our authorized representatives to ensure that each of our authorized representatives will be
able to contact all our Directors promptly at all times if and when the Stock Exchange wishes
to contact our Directors.
(3) We have appointed Maxa Capital Limited as our compliance advisor in accordance with Rule
3A.19 of the Listing Rules, which will serve as an additional and alternative channel of
communication with the Stock Exchange in addition to our authorized representatives. The
compliance advisor will have reasonable access, at all times during the term of their
appointment, to our authorized representatives, Directors and other officers of our Company,
participate in the communication between the Stock Exchange and our Company and answer
inquiries from the Stock Exchange.
(4) Any meeting between the Stock Exchange and our Directors will be arranged through our
authorized representatives or our compliance advisor or directly with our Directors within a
reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes
in our authorized representatives and our compliance advisor.
(5) We intend to retain our Hong Kong legal advisors on on-going compliance requirements, any
amendment or supplement to and other issues arising under the Listing Rules and other
applicable laws and regulations in Hong Kong after the Listing.
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JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who
possesses the necessary academic or professional qualifications or relevant experience, and is therefore
capable to discharge the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules
provides that the Stock Exchange considers the following academic or professional qualifications to be
acceptable:
(1) a member of The Hong Kong Chartered Governance Institute;
(2) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the
Laws of Hong Kong); and
(3) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50
of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will
consider in assessing an individual’s “relevant experience”:
(1) length of employment with the issuer and other issuers and the roles he/she has undertaken;
(2) familiarity with the Listing Rules and other relevant laws and regulations including the SFO,
the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions)
Ordinance and the Takeovers Code;
(3) relevant training taken and/or to be taken in addition to the minimum requirement under Rule
3.29 of the Listing Rules; and
(4) professional qualifications in other jurisdictions.
Our Company has appointed Ms. Xu as one of our joint company secretaries. Ms. Xu joined our
Group in March 2022 and possesses relevant understanding and knowledge relating to the business
operations, financial management and corporate culture of our Group. Ms. Xu has actively participated in
the preparation of the application for the Listing and possesses experience in matters relating to our Board
and corporate governance of our Company. Having considered Ms. Xu’s expertise and backgrounds, our
Directors consider that Ms. Xu is capable of discharging the functions of a company secretary and is
suitable to perform such role.
As Ms. Xu currently does not possess the qualifications under Rule 3.28 of the Listing Rules, and
may not be able to fulfill the requirements of the Listing Rules on her own, we have appointed Ms. Shum
Kit Han ( Ҋᆎ㛮) (“Ms. Shum”), a Chartered Secretary, a Chartered Governance Professional, a fellow
member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute
in the United Kingdom, and a member of the executive committee of the Mexican Chamber of Commerce
in Hong Kong, who is qualified under Rule 3.28 of the Listing Rules to act as the other company secretary
and to work closely with and provide assistance to Ms. Xu for an initial period of three years commencing
from the Listing Date.
The following arrangements have been, or will be, put in place to assist Ms. Xu in acquiring the
qualifications and experience as the joint company secretaries of our Company required under Rules 3.28
and 8.17 of the Listing Rules:
(1) In the course of the preparation of the application for the Listing, Ms. Xu has been provided
with a memorandum and has attended a training seminar on the respective obligations of our
Directors and senior management and our Company under the relevant Hong Kong laws and
the Listing Rules provided by our Hong Kong legal advisors.
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(2) In addition to the minimum training requirements under Rule 3.29 of the Listing Rules, our
Company will ensure that Ms. Xu continues to have access to relevant training and support to
familiarize herself with the Listing Rules and the duties of a company secretary of an issuer
listed on the Stock Exchange, and to receive updates on the latest changes to the applicable
Hong Kong laws, regulations and the Listing Rules. Furthermore, our Company will ensure that
Ms. Xu and Ms. Shum will seek and have access to the advice from our Hong Kong legal
advisors and other professional advisors as and when required.
(3) Ms. Shum will assist Ms. Xu to acquire the “relevant experience” as required under Note 2 to
Rule 3.28 of the Listing Rules and to discharge their duties as company secretaries. Ms. Xu will
be assisted by Ms. Shum for an initial period of three years commencing from the Listing Date.
As part of the arrangement, Ms. Shum will act as one of the joint company secretaries and
communicate regularly with Ms. Xu on matters relating to corporate governance, the Listing
Rules as well as other laws and regulations which are relevant to our Company. She will also
assist Ms. Xu in organizing Board meetings and Shareholders’ meetings as well as other
matters of our Company which are incidental to the duties of a company secretary.
(4) Our Company has appointed the compliance advisor pursuant to Rule 3A.19 of the Listing
Rules, which will act as our additional channel of communication with the Stock Exchange and
provide professional guidance and advice to us and our joint company secretaries as to
compliance with the Listing Rules and all other applicable laws and regulations.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from
strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules. Such waiver will be
revoked immediately if and when Ms. Shum ceases to provide such assistance or ceases to meet the
requirements under Rule 3.28 of the Listing Rules, or if there are material breaches of the Listing Rules
by our Company during the three-year period from the Listing Date. We will liaise with the Stock
Exchange before the end of the three-year period to enable it to assess whether Ms. Xu, having had the
benefit of Ms. Shum’s assistance for three years, will have acquired the relevant experience within the
meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
See “Directors and Senior Management” for the biographical details of Ms. Xu and Ms. Shum.
SUBSCRIPTIONS OF OFFER SHARES BY A CLOSE ASSOCIATE OF AN EXISTING
SHAREHOLDER AS CORNERSTONE INVESTOR
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the issuer
may only subscribe for or purchase any securities for which listing is sought which are being marketed
by or on behalf of a new applicant either in his or its own name or through nominees if the conditions in
Rules 10.03(1) and (2) of the Listing Rules are fulfilled. The conditions in Rules 10.03(1) and (2) of the
Listing Rules are that (a) no securities are offered to the existing shareholders on a preferential basis and
no preferential treatment is given to them in the allocation of the securities; and (b) the minimum
prescribed percentage of public shareholders required under the Listing Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that, unless with the prior written
consent of the Stock Exchange, no allocations will be permitted to directors or existing shareholders of
the applicant or their close associates, whether in their own names or through nominees unless the
conditions set out in Rules 10.03 and 10.04 of the Listing Rules are fulfilled.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will consider
giving consent and granting waiver from Rule 10.04 of the Listing Rules to an applicant’s existing
shareholders or their close associates to participate in an initial public offering if any actual or perceived
preferential treatment arising from their ability to influence the applicant during the allocation process can
be addressed.
As described in the section headed “Cornerstone Investors”, Longwei Hong Kong Company Limited
(“Longwei HK”) is a close associate of Baolong Automotive, an existing minority Shareholder of the
Company, and has entered into a cornerstone investment agreement with the Company. For further details
of the cornerstone investment, please refer to the section headed “Cornerstone Investors”.
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We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from
strict compliance with the requirements under Rule 10.04 of, and consent under paragraph 1C(2) of
Appendix F1 to, the Listing Rules to allow Longwei HK to participate in the Global Offering as a
cornerstone investor, subject to the following conditions:
(i) Baolong Automotive has been a shareholder of our Company for more than five years. Longwei
HK, being the wholly owned subsidiary of Baolong Automotive, is familiar with our
Company’s business operations and development. Longwei HK’s proposed participation in the
Global Offering reflects Baolong Automotive’s continued interest in our Company’s long-term
development;
(ii) the Offer Shares to be subscribed by and allotted to Longwei HK under the Global Offering will
be allotted at the Offer Price;
(iii) our Company and the Overall Coordinators have confirmed in writing that no preferential
treatment has been, nor will be, given to Baolong Automotive or Longwei HK by virtue of their
relationship with our Company in any allocation in the placing tranche of the Global Offering
other than the preferential treatment of assured entitlement under a cornerstone investment
following the principles set out in Chapter 4.15 of the Guide; and
(iv) our Company has confirmed that the Longwei HK’s cornerstone investment agreement does not
contain any material terms which are more favourable to Baolong Automative or Longwei HK
than those in other cornerstone investment agreements.
(v) the Joint Sponsors have confirmed that to the best of their knowledge and belief, they have no
reason to believe that Baolong Automotive or Longwei HK received any preferential treatment
in any allocation in the placing tranche of the Global Offering as a cornerstone investor by
virtue of their relationship with our Company other than the preferential treatment of assured
entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of
the Guide, and details of the allocation will be disclosed in our Company’s allotment results
announcement; and
(vi) the Joint Sponsors have further confirmed that based on their (a) discussions with our
Company; (b) review of our Company’s latest shareholding chart; (c) review of the relevant
corporate documents and agreements,
(a) Baolong Automotive (1) has less than 5% voting rights in our Company immediately
before the Global Offering; (2) is not, and, together with Longwei HK, will not be, a core
connected person of our Company or its close associate immediately prior to or following
the Global Offering; and (3) does not have the power to appoint our Company’s directors
or any other special rights upon the Listing; and
(b) the allocation to Longwei HK will not affect our Company’s ability to satisfy the public
float requirement under Rule 19A.13A(1) of the Listing Rules.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed director who is named as such in
this prospectus) collectively and individually accept full responsibility, includes particulars given in
compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and
Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules
for the purpose of giving information to the public with regard to our Group. Our Directors, having made
all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained
in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and
there are no other matters the omission of which would make any statement herein or this prospectus
misleading.
CSRC FILING
According to the Overseas Listing Trial Measures, we are required to complete the filing procedures
with the CSRC in connection with the proposed Listing. We had submitted a filing to the CSRC for
application for the Listing. The CSRC filing was completed on January 30, 2026.
GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which forms
part of the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus contains
the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out herein and
therein. No person is authorized to give any information in connection with the Global Offering or to make
any representation not contained in this prospectus, and any information or representation not contained
herein and therein must not be relied upon as having been authorized by our Company, the Joint Sponsors,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers
and the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors,
officers, employees, agents or representatives of any of them or any other parties involved in the Global
Offering.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Overall
Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is
fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting
Agreement, subject to agreement on the Offer Price between the Joint Sponsor-OCs (for themselves and
on behalf of the Underwriters) and our Company. The International Offering is expected to be fully
underwritten by the International Underwriters subject to the terms and conditions of the International
Underwriting Agreement, which is expected to be entered into on or about Monday, June 15, 2026.
See the section headed “Underwriting” for further information about the Underwriters and the
underwriting arrangements.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The application procedures for the Hong Kong Offer Shares are set forth in “How to Apply for Hong
Kong Offer Shares” in this prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–5 9–


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STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set forth in the section
headed “Structure of the Global Offering” in this prospectus.
RESTRICTIONS ON OFFER AND SALE OF SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be
required to, or be deemed by his acquisition of the Shares to, confirm that he is aware of the restrictions
on offers and sales of the Hong Kong Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares or the distribution of this
prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following, this
prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any
jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person
to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus and the
offering and sales of the Offer Shares in other jurisdictions are subject to 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. In particular,
the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or
the United States.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission
to deal in our H Shares in issue and to be issued pursuant to the Global Offering (including the additional
H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the conversion
of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share
Option Scheme).
Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday,
June 17, 2026. Save as disclosed in this prospectus, no part of our share or loan capital is listed on or dealt
in on any other stock exchange and no such listing or permission to list is being or proposed to be sought
on the Stock Exchange or any other stock exchange as of the date of this prospectus. All the Offer Shares
will be registered on the H Share register of members of our Company in order to enable them to be traded
on the Stock Exchange.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any
allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the
H Shares on the Stock Exchange is refused before the expiration of three weeks from the date of the
closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said
three weeks, be notified to our Company by or on behalf of the Stock Exchange.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional advisors as
to the taxation implications of subscribing for, purchasing, holding or disposal of, and/or dealing in the
H Shares or exercising rights attached to them. None of us, the Joint Sponsors, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market
Intermediaries, any of the Underwriters, any of our or their respective directors, officers, employees,
agents or representatives of any of them or any other parties involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase,
holding, disposition of, or dealing in, the H Shares or exercising any rights attached to them.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set out in the
section headed “Structure of the Global Offering” in this prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering and converted from
our Unlisted Shares will be registered on our H Share register of members to be maintained in Hong Kong
by our H Share Registrar, Tricor Investor Services Limited. Our principal register of members will be
maintained by us in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to Hong Kong
stamp duty.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from
the date of commencement of dealings in the H Shares on the Stock Exchange or any other date as
determined by HKSCC. Settlement of transactions between Exchange Participants is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to
the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
Investors should seek the advice of their brokers or other professional advisors for details of those
settlement arrangements as such arrangements may affect their rights and interests.
EXCHANGE RATE CONVERSION
Solely for convenience purposes, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that any
amounts could actually be converted into another currency at the rates indicated, or at all. Unless
otherwise indicated: (i) the translation between Renminbi and Hong Kong dollars was based on the rate
of RMB0.8699 to HK$1, the exchange rate prevailing on the Latest Practicable Date published by the
PBOC for foreign exchange transactions, (ii) the translation between Renminbi and U.S. dollars was based
on the rate of RMB6.8167 to US$1, the exchange rate prevailing on the Latest Practicable Date published
by the PBOC for foreign exchange transactions, and (iii) the translations between U.S. dollars and Hong
Kong dollars were based on the rate of US$1 to HK$7.8365, as calculated according to the rates indicated
in (i) and (ii).
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the Chinese
translation of this prospectus, the English version of this prospectus shall prevail unless otherwise stated.
However, if there is any inconsistency between the names of any of the entities mentioned in this English
prospectus which are not in the English language and their English translations, the names in their
respective original languages shall prevail.
ROUNDING
Any discrepancies in any table in this prospectus between total and sum of amounts listed therein are
due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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For further information of our Directors, please see the section headed “Directors and Senior
Management” in this prospectus.
DIRECTORS
Name Address Nationality
Executive Directors
Dr. Li Mengxiong ( ҽྫྷඪ) No. 27, Jiangdong Road
Zhangjiang Town
Pudong New Area
Shanghai
PRC
Chinese
Mr. Zhu Shouteng ( ϡςᙜ) No. 101, No. 53 Lane 1010
Mingzhong Road
Songjiang District
Shanghai
PRC
Chinese
Mr. Li Shuguang ( ҽᏣΈ) Room 708, No. 5
Lane 573, Dongfang Road
Pudong New Area
Shanghai
PRC
Chinese
Ms. Xu Hongru (ν) Room 302, No. 296
Qixia Road
Pudong New Area
Shanghai
PRC
Chinese
Non-executive Directors
Mr. Ju Hua ( ᒴዏ) Room 2701, No. 73, Lane 1881
Dongfang Road
Pudong New Area
Shanghai
PRC
Chinese
Mr. Sha Chongjiu (ɘ) 31-5-1001
Aolin Spring Lincui Road
Chaoyang District
Beijing
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 2–


--- page 72 ---
Name Address Nationality
Independent Non-executive Directors
Mr. Chu Xiaowen ( Ⴃወ˖) Flat 10B, Block 10, Solaria
16 Fo Chun Road Tai Po
New Territories
Hong Kong
Chinese (Hong
Kong)
Ms. Cheung Suet Fong (ٹFlat 1803, Fung Y am House
On Y am Estate Kwai Chung
New Territories
Hong Kong
Chinese (Hong
Kong)
Mr. Jie Donghui (ሾ) Room 1301, No. 4, Lane 910
Dingxiang Road
Shanghai
PRC
Chinese
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Capital Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
Joint Sponsor-OCs China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 3–


--- page 73 ---
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Daiwa Capital Markets Hong Kong Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 4–


--- page 74 ---
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Daiwa Capital Markets Hong Kong Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy, 1 Hennessy Road
Hong Kong
CMBC Securities Company Limited
34/F., One Exchange Square
8 Connaught Place
Central
Hong Kong
Shanxi Securities International Limited
Unit A, 29/F Tower 1, Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 5–


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Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Daiwa Capital Markets Hong Kong Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower,
50 Connaught Road
Central
Hong Kong
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy, 1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 6–


--- page 76 ---
CMBC Securities Company Limited
34/F., One Exchange Square
8 Connaught Place
Central
Hong Kong
Shanxi Securities International Limited
Unit A, 29/F Tower 1, Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27/F Low Block
Grand Millennium Plaza
181 Queen’s Road
Central
Hong Kong
GF Securities (Hong Kong) Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Hong Kong
Daiwa Capital Markets Hong Kong Limited
Level 28, One Pacific Place
88 Queensway
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower,
50 Connaught Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 7–


--- page 77 ---
Futu Securities International (Hong Kong)
Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy, 1 Hennessy Road
Hong Kong
CMBC Securities Company Limited
34/F., One Exchange Square
8 Connaught Place
Central
Hong Kong
Shanxi Securities International Limited
Unit A, 29/F Tower 1, Admiralty Center
18 Harcourt Road
Admiralty
Hong Kong
Legal Advisors to our Company As to Hong Kong and U.S. laws:
Baker & McKenzie
14/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
As to PRC law:
King & Wood
17th Floor, One ICC, Shanghai ICC
999 Huai Hai Road
Xuhui District
Shanghai, 200031
PRC
As to international sanction law:
DLA Piper Singapore Pte. Ltd.
80 Raffles Place
#48-01 UOB Plaza 1
Singapore 048624
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 8–


--- page 78 ---
Legal Advisors to the Joint Sponsors and the
Underwriters
As to Hong Kong laws:
Jingtian & Gongcheng LLP
Suites 3203-3209, 32/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
As to PRC law:
Zhong Lun Law Firm
10/11/16/17F, Two IFC
8 Century Avenue
Pudong New Area
Shanghai
PRC
Auditors and Reporting Accountants KPMG
Certified Public Accountants
Public Interest Entity Auditor registered
in accordance with the Accounting and
Financial Reporting Council Ordinance
8th Floor, Prince’s Building
Central
Hong Kong
Independent Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
2504 Wheelock Square
1717 Nanjing West Road
Shanghai, 200040
PRC
Receiving Banks CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
Bank of Communications Co., Ltd.
Hong Kong Branch
Unit B B/F & G/F, Unit C G/F, 1-3/F
16/F Room 01 & 18/F, Wheelock House
20 Pedder Street
Central
Hong Kong
Compliance Advisor Maxa Capital Limited
Unit 2602, 26/F, Golden Centre
188 Des V oeux Road Central
Sheung Wan
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 9–


--- page 79 ---
Registered Office Room 215, P4 Comprehensive Building
No. 20 Xishi Road
Wangzhuang Subdistrict Xinwu District
Wuxi, Jiangsu Province
PRC
Headquarter and Principal Place of Business in
the PRC
Room 601, Building 10
Lane 198, Zhangheng Road
Pudong New Area
Shanghai
PRC
Principal Place of Business in Hong Kong Room 1912, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Company’s Website https://www.senasic.com/
(information contained in this website does not
form part of this prospectus)
Joint Company Secretaries Ms. Xu Y alei ( ஢ඩᑜɾɻ)
Room 102, No. 72
Runan Street, Huangpu District
Shanghai
PRC
Ms. Shum Kit Han ( Ҋᆎ㛮ɾɻ)
Room 1912, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Authorized Representatives Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ)
No. 27, Jiangdong Road
Zhangjiang Town
Pudong New District
Shanghai
PRC
Ms. Xu Y alei ( ஢ඩᑜɾɻ)
Room 102, No. 72
Runan Street, Huangpu District
Shanghai
PRC
Audit Committee Ms. Cheung Suet Fong (ɾɻ) (Chairman)
Mr. Jie Donghui (ሾ΋͛)
Mr. Chu Xiaowen ( Ⴃወ˖΋͛)
Nomination Committee Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) (Chairman)
Mr. Jie Donghui (ሾ΋͛)
Ms. Cheung Suet Fong (ɾɻ)
CORPORATE INFORMATION
–7 0–


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Remuneration and Appraisal Committee Mr. Jie Donghui (ሾ΋͛) (Chairman)
Mr. Chu Xiaowen ( Ⴃወ˖΋͛)
Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ)
Compliance Adviser Maxa Capital Limited
Unit 2602 26/F, Golden Centre
188 Des V oeux Road Central
Sheung Wan
Hong Kong
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banks China Merchants Bank Nanjing Branch
Zhaoyin Building, No. 199 Lushan Road
Jianye District
Nanjing City, Jiangsu Province
PRC
Bank of Communications Jiangsu Branch
No. 218, Lushan Road
Jianye District
Nanjing City, Jiangsu Province
PRC
CORPORATE INFORMATION
–7 1–


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The information and statistics set out in this section and other sections of this prospectus were
extracted from the report prepared by Frost & Sullivan, which was commissioned by us, and from
various official government publications and other publicly available publications. We engaged
Frost & Sullivan to prepare the F&S Report, an independent industry report, in connection with the
Global Offering. We believe that these sources are appropriate sources for such information and
statistics and reasonable care has been exercised by us in selecting and identifying the named
information sources, compiling, extracting and reproducing the information, and ensuring no
material omission of the information. The information from official government sources has not been
independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital
Market Intermediaries or any of our or their respective directors, senior management,
representatives or any other person involved in the Global Offering and no representation is given
as to its accuracy.
SOURCE OF INFORMATION
We commissioned Frost & Sullivan to conduct market research on Global and China’s wireless
sensor SoC industry and prepare the F&S report. Frost & Sullivan is an independent global consulting firm
founded in 1961 in New Y ork that offers industry research and market strategies. We have contracted to
pay RMB645,000 to Frost & Sullivan for compiling the F&S report.
In preparing the F&S report, Frost & Sullivan conducted detailed primary research which involved
discussing the status of the industry with certain leading industry participants and conducting interviews
with relevant parties. Frost & Sullivan also conducted secondary research which involved reviewing
company reports, independent research reports and data based on its own research database. Frost &
Sullivan obtained the figures for the estimated total market size from historical data analysis plotted
against macroeconomic data as well as considered the above-mentioned industry key drivers. Its market
engineering forecasting methodology integrates several forecasting techniques with the market
engineering measurement-based system and relies on the expertise of the analyst team in integrating the
critical market elements investigated during the research phase of the project. These elements primarily
include expert-opinion forecasting methodology, integration of market drivers and restraints, integration
with the market challenges, integration of the market engineering measurement trends and integration of
econometric variables.
The F&S report is compiled based on the following assumptions: (1) the social, economic and
political environment of the globe and the PRC is likely to remain stable in the forecast period; and (2)
related industry key drivers are likely to drive the market in the forecast period.
OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY
Definition of Wireless Sensor SoC
Sensor SoC is a miniaturized electronic device, similar to a device’s “sensing organ.” It detects
specific physical quantities such as voltage, current, impedance, temperature, pressure, humidity and light
and converts them into electrical signals that can be recognized and processed by electronic systems.
Wireless sensor SoC builds upon traditional sensor SoC by further integrating a low-power wireless
communication module and edge computing capabilities. Through system-level integration, a wireless
sensor SoC integrates the necessary components and subsystems for wireless sensing onto a single
microchip, providing not only physical parameter sensing capabilities but also local data processing and
wireless transmission. By highly integrating sensing, computing and communication, wireless sensor SoC
offers a unified, lightweight and low-power sensing platform for various applications, including
automotive, industrial and energy storage scenarios.
Value Chain Analysis of Wireless Sensor SoC Industry
The following represents the value chain of the wireless sensor SoC industry.
INDUSTRY OVERVIEW
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Value Chain of Wireless Sensor SoC Industry
Upstream Downstream
Application Scenarios
Automotive
… …
Midstream
SoC Architecture Design
… …
Semiconductor Materials
Silicon Wafers
… … Industrial
SoC Packaging Materials
Design Tools
EDA Software
… …
Semiconductor Manufacturing
Equipment
System-level Integration
Wafer Manufacturing
Testing Phases
Wireless Sensor SoC Design and
Manufacturing
Energy Storage
Popularization of Smart Sensor and
Development of Edge Intelligence
Source: Frost & Sullivan
Market Size of Global and China’s Wireless Sensor SoC Industry
Sensor SoCs across different downstream industries differ in functions and structure. Automotive
applications require the highest standards in functional safety, reliability and lifecycle, typically
incorporating redundancy and robust real-time performance. Energy storage applications focus on
high-accuracy sensing, battery safety monitoring and system stability within complex, high-density battery
architectures, with designs optimized for reliable operation. Industrial applications emphasize precision
and reliability in monitoring, while also requiring strong compatibility with Industrial IoT systems and
flexible interface support to adapt to diverse and evolving manufacturing environments.
Wireless sensor SoCs are poised for sustained demand growth as industries move toward more
intelligent and flexible sensing solutions. The following chart illustrates the global and China’s historical
and forecast revenue of wireless sensor SoC industry from 2021 to 2030:
Market Size of Wireless Sensor SoC Industry by Revenue
(Global and China), 2021-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
Automotive Wireless Sensor SoC
Other Wireless Sensor SoC
(Industrial and Energy Storage)
20.0% 55.3%
88.0% 51.8%
Global Wireless Sensor SoC 37.1% 53.4%
CAGR
2021-2025
CAGR
2026E-2030E
0
10
20
30
40
50
60
1.9 2.3 3.2 4.9 6.8
9.7
13.6
20.5
34.5
53.8
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
Automotive Wireless Sensor SoC
Other Wireless Sensor SoC
(Industrial and Energy Storage)
18.9% 72.8%
102.6% 63.7%
China’s Wireless Sensor SoC 35.6% 68.1%
CAGR
2021-2025
CAGR
2026E-2030E
0
5
10
15
20
25
30
0.7 0.9 1.2 1.8 2.5 3.6
5.3
8.6
17.1
28.9
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
Competitive Landscape of Global Wireless Sensor SoC Industry
The global wireless sensor SoC industry is still in its early stages of development, with market
players actively exploring applications and refining solutions. Some traditional international sensor chip
companies are gradually extending their portfolios to include wireless sensor SoCs. Meanwhile, some
startups are emerging, focusing on integrated design and cost-effective solutions tailored for different
scenarios. This evolving landscape reflects both technological convergence and growing competition.
INDUSTRY OVERVIEW
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OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY—
AUTOMOTIVE APPLICATION
Introduction of Automotive-grade SoCs
Automotive-grade chips refer to integrated circuits that are designed, manufactured and tested
according to rigorous automotive industry standards. These chips are capable of operating reliably under
extreme temperatures, EMI, humidity fluctuations and must meet stringent requirements for high
reliability, long lifespan and functional safety. Automotive chips are critical components supporting
autonomous driving, smart cockpits, chassis control, powertrains and body electronics, and are
fundamental to intelligent and electrified mobility.
Automotive-grade SoCs are specifically designed, manufactured, packaged and tested to meet the
stringent requirements of automobiles. Compared to consumer and industrial SoCs, they are held to
significantly higher standards in terms of performance, functional safety, reliability and longevity.
Automotive-grade SoCs typically comply with certifications such as AEC-Q100 for reliability and ISO
26262 ASIL D for road vehicles functional safety and are developed under IA TF 16949 quality
management systems to ensure stable and safe operation throughout the vehicle’s lifespan.
Introduction of Automotive Sensor SoCs
Automotive sensor SoCs are embedded semiconductor devices that integrate sensing, signal
processing, and communication modules to monitor real-time operating conditions of various subsystems
in a vehicle. They are widely distributed across the automobile to collect critical data that supports safety,
energy management and intelligent control. Automotive sensor SoCs can be classified in terms of
connectivity (wireless and wired sensor SoCs) or functions (e.g., TPMS, BMS/BPS, USI SoCs etc.).
TPMS SoCs, BPS SoCs, and USI SoCs are all subsets of the broader automotive sensor SoCs market,
which encompasses integrated chips designed to process, control and transmit data collected from various
vehicle sensors to enhance driving safety, energy efficiency and comfort. The following picture illustrates
the major sensor SoCs being used on the automobile:
Classification of Automotive Wireless Sensor SoCs
BMS & BPS Sensor SoCs:
Monitor battery voltage, current,
temperature and sometimes internal
pressure or gas leakage, helping
maintain optimal charging and
discharging conditions.
TPMS SoCs:
Measure tire pressure, transmitting data
wirelessly to the vehicle’s ECU to ensure
driving safety and early fault detection.
USI SoCs:
Integrate multiple sensor interfaces to
process data including pressure,
temperature, humidity and position,
typically applied in systems such as air
conditioning, braking, passenger cabin
and powertrain.
CategoryClassification Basis
Wireless Sensor SoCs
By Connectivity
Wired Sensor SoCs
TPMS SoCs
By Function BMS BPS Sensor SoCs
USI SoCs
TPMS SoCs (Tire Pressure Monitoring System SoCs) represent one of the most established
categories within this market. These chips integrate pressure sensing with wireless transmission and power
management, enabling real-time tire condition monitoring. At present, TPMS SoCs have no direct
substitutes, and vehicles are either equipped with such sensor SoCs or not. The global adoption of TPMS
SoCs has steadily increased due to safety considerations and consumer awareness.
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BPS SoCs (Battery Pressure Sensor SoCs) are a more recent application, primarily designed to
monitor air pressure within electric vehicle battery packs. They provide critical data for battery safety and
performance management. There is currently no integrated SoC alternative that offers the same
compactness, accuracy and system-level safety performance. Penetration rate of BPS SoCs remains
relatively low, with approximately 25% of new vehicles currently equipped in 2025, though the adoption
rate is expected to increase alongside NEV safety requirements.
USI SoCs (Universal Sensor Interface SoCs) are another specialized segment, integrating multiple
sensor interfaces to process data such as pressure, temperature, humidity and position in systems such as
air conditioning, braking, passenger cabin and powertrain control. Given their high integration level and
ability to connect diverse sensor types, there are few comparable products in the market that can fully
replace USI SoCs’ versatility and performance.
The smart elements of automotive sensor SoCs lie in their ability to intelligently sense, process, and
transmit real-time data to improve vehicle safety and enhance driving comfort. These SoCs integrate
on-chip signal conditioning, data fusion and self-diagnostic capabilities, enabling precise monitoring of
parameters such as tire pressure, battery status, cabin climate and braking force. By converting raw sensor
signals into actionable information, they support advanced safety features such as stability control, tire
pressure warning and battery safety control, while optimizing energy efficiency and passenger comfort
through adaptive system responses.
Definition of Automotive Wireless Sensor SoCs
Automotive wireless sensor SoCs are a specialized type of automotive-grade SoCs designed for
real-time environmental sensing and short-range wireless communication. Integrated into in-vehicle
sensors, they collect key data such as voltage, current, impedance, tire pressure, temperature, humidity,
acceleration and gas concentration. These SoCs incorporate sensor interfaces, microcontrollers, wireless
transceivers (e.g., Bluetooth, ultra wide band (“UWB”)) and low-power processing units into a compact
package. By enabling wireless data acquisition, edge processing and communication with domain
controllers or central electronic control units, they help reduce wiring complexity and enhance system
flexibility. Currently, wireless TPMS SoCs represent the most established application scenario within the
automotive wireless sensor SoCs. Other automotive wireless sensor SoCs, such as wBMS SoCs, remain
in the initial phase of mass production.
Market Size of Global and China’s Automotive Wireless Sensor SoC Industry
The following chart illustrates the global and China’s historical and forecast revenue of automotive
wireless sensor SoC industry from 2021 to 2030:
Market Size of Automotive Wireless Sensor SoC Industry by Revenue
(Global and China), 2021-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
Global Automotive
Wireless Sensor
SoC
20.0% 55.3%
CAGR 2021-2025 CAGR 2026E-2030E
1.7 1.9 2.3 2.9 3.4 4.3 5.6
7.8
14.7
25.1
0
5
10
15
20
25
30
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
China’s Automotive
Wireless Sensor
SoC
18.9% 72.8%
CAGR 2021-2025 CAGR 2026E-2030E
0
5
10
15
0.7 0.8 0.9 1.1 1.3 1.7 2.2
3.4
7.8
14.9
Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
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Overview of Wireless Tire Pressure Monitoring System SoCs
A wireless TPMS SoC refers to a highly integrated semiconductor chip specifically designed for
automotive tire pressure monitoring systems. Countries and regions including Europe, the United States
and China have introduced regulations related to TPMS:
Country/Region
the U.S.
Major Regulation related to TPMS
In 2005, the U.S. National Highway Traffic Safety Administration (“NHTSA”) issued “Federal Motor
Vehicle Safety Standard (“FMVSS”) No. 138: Tire Pressure Monitoring Systems.” This regulation
mandates that, starting from September 2007, all new passenger vehicles, light trucks and buses with a
gross vehicle weight rating of 10,000 pounds or less must be equipped with TPMS.
China
China introduced its own standard with the release of Performance Requirements and Test Methods of Tire
Pressure Monitoring System for Passenger Cars (GB 26149-2017) in 2017. According to this standard,
since 2019, Chinese regulations have required all newly approved passenger vehicles to be equipped with
TPMS and starting in 2020, TPMS installation has become mandatory for all passenger vehicles in
production.
the EU
In 2009, the European Parliament and the Council of the European Union adopted Regulation (EC) No
661/2009, which mandates the installation of TPMS in vehicles. According to the regulation, starting from
November 1, 2012, new passenger vehicle models without TPMS cannot receive type approval. From
November 1, 2014, all new passenger vehicles sold or registered in the EU must be equipped with TPMS.
In recent years, the EU expanded TPMS requirements to cover additional vehicle categories under
Regulation (EU) 2019/2144 (General Safety Regulation II). TPMS has become mandatory for new trucks,
trailers, buses and coaches. Starting from July 2022, the regulation applies to new type approvals and from
July 2024, all newly registered vehicles in these categories must be equipped with functional TPMS.
Source: Frost & Sullivan
Market Size of Global and China’s Wireless TPMS SoC Industry
With the continuous improvement of global regulations and standards related to TPMS, the global
and China’s wireless TPMS SoC industry have experienced continuous growth in the past five years, and
are expected to further expand in the next five years. The following chart illustrates the global and China’s
historical and forecast revenue of wireless TPMS SoC industry from 2021 to 2030:
Market Size of Wireless TPMS SoC Industry by Revenue
(Global and China), 2021-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
Global Wireless
TPMS SoC 17.3% 17.8%
CAGR 2021-2025 CAGR 2026E-2030E
0
1
2
3
4
5
6
7
8
0
1
2
3
4
5
6
7
8
1.6 1.8
2.2
2.7
3.1
3.7
4.6
5.4
6.3
7.2
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
China’s Wireless
TPMS SoC 16.4% 14.4%
CAGR 2021-2025 CAGR 2026E-2030E
0.0
0.5
1.0
1.5
2.0
2.5
0.0
0.5
1.0
1.5
2.0
2.5
0.7 0.7
0.9
1.1 1.2
1.5
1.8
2.0
2.3
2.5
Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
Overview of Automotive Wireless Battery Monitoring System SoCs
wBMS SoC refers to a highly integrated chip designed for battery management systems. It combines
functions including battery state monitoring, signal conditioning, edge computing and low-power wireless
communication and is suitable for new NEV power batteries as well as energy storage batteries.
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Compared with traditional wired BMS sensor chips, wBMS sensor chips are expected to simplify
system design by adopting low-voltage processes and eliminating wiring through wireless connectivity.
Once mass-produced, they will likely reduce manufacturing and integration costs while enabling
synchronous sampling and cell-level sensor fusion for higher data accuracy and granularity. Their modular
architecture will also enhance system scalability and enable full lifecycle monitoring of individual battery
cells. Driven by the pursuit of cost efficiency, technology upgrades and compliance with stricter safety
regulations, wBMS sensor chips are expected to become a mainstream solution in next-generation BMS,
especially in NEVs and energy storage systems.
Comparison of Wired BMS and wBMS Sensor Chips
Comparison Dimension
Traceability
Wired BMS Sensor Chips wBMS Sensor Chips
Unable to realize lifecycle traceability of the
battery cell
Enhancing lifecycle traceability and safety
Wiring and Layout
Complexity
Relies on large amounts of wiring, complex
layout and high production process
requirements
Significantly simplifies wiring and
connections, reducing layout complexity and
failure rate
Manufacturing Process
and Costs
Requires high-voltage process, higher system
cost
Uses low-voltage wafer process, simplified
assembly, lower system costs
Reliability & Scalability Complex system, limited reliability and
scalability
Modular design, simplified architecture, better
scalability and ease of maintenance
Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves
SoC accuracy
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
In wBMS architectures, multi-channel sampling refers to one sensor chip managing multiple battery
cells, while single-channel sampling means one sensor chip corresponds to a single cell. Multi-channel
sampling faces challenges such as complex manual assembly and limited sensor integration. In contrast,
single-channel sampling solutions, featuring higher chip-level integration, are more compatible with full
automation, enabling improved consistency, finer sensor fusion at the cell level and the potential for lower
system costs once large-scale production is realized. Looking ahead, single-channel sampling is expected
to be favored for its integration advantages and scalability, especially in next-generation wBMS systems
which require high granularity and automated manufacturing.
Comparison of Multi-Channel Sampling and Single-Channel Sampling
Comparison Dimension Multi-Cell Mode
(Multi-Channel Sampling)
Single-Cell Mode
(Single-Channel Sampling)
Costs
 (based on post
mass-production)
Relatively higher overall system cost than
single-channel sampling
Higher integration, potential for lower system
cost
Assembly Complexity Requires certain manual operations of
connector and wiring
Enables full-automation assembly, improving
consistency and efficiency
Lifecycle Management Challenges tracking battery cell status across
full lifecycle
Better lifecycle management, cell status is
traceable across all stages
Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip,
easier sensor fusion, enabling better sensing
accuracy
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
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Market Size of Global and China’s Automotive wBMS SoC Industry
The following chart illustrates the global and China’s forecast revenue of wBMS SoC industry from
2027 to 2030:
Market Size of wBMS SoC Industry by Revenue
(Global and China), 2027E-2030E
RMB Billion
Global wBMS SoC
607.4%
334.2%
457.5%
CAGR 2027E-2030E
Automotive
Energy Storage
2027E 2028E 2029E 2030E
0.1
1.8
10.2
22.2
0
5
10
15
20
25
0
5
10
15
20
RMB Billion
China’s wBMS SoC
558.7%
315.7%
430.0%
CAGR 2027E-2030E
Automotive
Energy Storage
2027E 2028E 2029E 2030E
0.1
1.5
7.7
16.5
0
5
10
15
20
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
The adoption of automotive wBMS SoCs is set to grow continuously in the coming years, driven by
the shift toward high-voltage EV platforms, modular battery designs and automotive OEMs’ demand for
reduced wiring, improved scalability and cost efficiency. The worldwide and China’s penetration rate of
automotive wBMS SoCs is expected to increase from less than 1% in 2027 to approximately 30% by 2030.
Leveraging its strengths in power battery and NEV development, China’s automotive wBMS SoC market
size is expected to grow rapidly. The following chart illustrates the global and China’s forecast revenue
of automotive wBMS SoC industry from 2027 to 2030:
Market Size of Automotive wBMS SoC Industry by Revenue
(Global and China), 2027E-2030E
2027E 2028E 2029E 2030E
RMB Billion
Global Automotive wBMS SoC 607.4%
CAGR 2027E-2030E
0.04
1.0
6.3
15.2
0
2
4
6
8
10
12
14
16
2027E 2028E 2029E 2030E
RMB Billion
China’s Automotive wBMS SoC 558.7%
CAGR 2027E-2030E
0.04
0.8
4.8
11.4
0
1
2
3
4
5
6
7
8
9
10
11
12
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
The market size of automotive wired BMS sensor chips has grown steadily in recent years, driven
by the rapid penetration of NEVs and the increasing demand for battery management system precision and
safety. However, as wBMS technology gradually gains adoption, the market size of automotive wired BMS
sensor chips is expected to moderately decline in the coming years, reflecting a technological shift toward
more flexible and efficient battery management architectures.
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Market Size of Automotive Wired BMS Sensor Chip Industry by Revenue
(Global and China), 2021-2030E
RMB Billion
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
Global Automotive Wired
BMS Sensor Chip 37.9% 3.2%
CAGR 2021-2025 CAGR 2026E-2030E
0.3
0.5
0.6
0.8
0.9
1.2
1.5
1.7
1.6
1.4
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Billion
China’s Automotive
Wired BMS Sensor Chip 46.6% 4.5%
CAGR 2021-2025 CAGR 2026E-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0.0
0.5
1.0
1.5
0.1
0.3 0.3
0.5
0.6
0.8
1.0
1.2
1.1
0.9
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
Market Drivers and Developing Trends Analysis of Automotive Wireless Sensor SoC Industry
NEV growth and battery safety fuel wireless sensor SoC evolution
Amid the global transition to cleaner energy systems, the growing adoption of NEVs is driving
strong demand for automotive sensor SoCs, particularly those leveraging wireless technologies. Wireless
sensor SoCs used in applications such as wireless TPMS and wBMS are becoming key industry trends,
gradually replacing traditional wired architectures due to their complexity and added weight. For instance,
low-power Bluetooth SoCs in TPMS not only reduce wiring but also contribute to vehicle weight reduction
and extended driving range. Similarly, wBMS SoCs improve system reliability and monitoring precision
while significantly simplifying electrical layouts. As wireless sensor technologies continue to mature and
prove their value, the adoption of wireless sensor SoCs is expected to accelerate, driving the automotive
industry toward greater levels of lightweighting, digitalization and energy efficiency.
Regulatory mandates fuel the rise of wireless sensor SoCs in vehicles
Regulatory mandates and safety standards are accelerating the adoption of wireless sensor SoCs in
the automotive sector. Tighter global regulations on vehicle safety, energy efficiency, and environmental
impact are directly driving the integration of wireless sensing technologies. In China, mandatory TPMS
requirements have significantly increased TPMS penetration, while strengthening global BMS regulations
continue to stimulate advances in related sensing technologies. For instance, China’s GB 38031-2025
Safety Requirements for Power Batteries for Electric V ehicles (Ӌ), which
will take effect in July 2026, and the EU’s New Battery Regulation, adopted in 2023 and fully effective
in August 2025, introduce new requirements for battery safety, monitoring and lifecycle management.
While neither regulation mandates the installation of wBMS SoCs, both create conditions that are expected
to accelerate their adoption. China’s GB 38031-2025 raises safety thresholds by replacing the previous
requirement of providing an early warning signal at least five minutes before a fire or explosion with a
new requirement of ensuring “no fire and no explosion” (while still requiring thermal event warnings), and
adding bottom impact tests to evaluate structural safety. These tighter standards increase the need for
faster, near-cell detection of abnormal thermal events. With wired BMS sensor solutions facing limitations
in wiring length, cost and layout for dense sensing, wBMS SoCs are expected to be adopted to enable more
responsive monitoring and improved safety coordination under the strengthened regulatory framework.
The EU regulation requires battery passports and enhanced lifecycle traceability, stipulating that from
February 18, 2027, electric-vehicle batteries, Light-Means-of-Transport (“LMT”) batteries, and
rechargeable industrial batteries with a capacity above 2 kWh must carry a battery passport containing
information such as the battery model, manufacturer, carbon footprint, recycled content and performance.
These detailed, cell-level and continuous traceability requirements are difficult to meet with wired BMS
sensor solutions, whereas wBMS SoCs offer more flexible and granular sensing that aligns with the data
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and monitoring needs of the battery-passport framework. These tightening standards, combined with the
shift toward high-voltage, high-energy-density systems, are accelerating the deployment of wBMS SoCs
that offer real-time data, simplified design and enhanced safety coordination.
Wireless sensor SoCs drive smart and lightweight vehicle design
The growing complexity of intelligent vehicle functions and the industry shift toward centralized E/E
architectures are accelerating the adoption of wireless sensor SoCs in automotive applications. Wireless
sensor SoCs, leveraging technologies such as Bluetooth and UWB, offer clear advantages in reducing
cable complexity, enabling lightweight design and supporting low-latency, scalable communication. These
solutions align well with centralized computing platforms, where flexible integration of sensor data is
essential. With continued technological advancements, wireless sensor SoCs are expected to play a key
role in enabling modular, intelligent and lightweight vehicle architectures.
Battery architecture evolution accelerates adoption of wBMS SoCs
As power batteries evolve toward higher energy density, larger cell sizes and greater reliability,
traditional wired BMS architectures face mounting challenges in terms of wiring complexity, failure risk
and maintainability. The shift toward simplified battery structures, with fewer, larger cells, makes wBMS
SoC increasingly attractive. By eliminating signal cabling, wBMS SoCs reduce system complexity,
streamline assembly and improve packaging efficiency. It also enhances monitoring accuracy and
reliability, which is critical for managing large-format cells and controlling thermal propagation. In
addition, wireless architectures enable greater modularity and smarter battery system management,
aligning well with the future direction of software-defined vehicles.
Multi-scenario integration drives the emergence of platform-based wireless sensor SoCs
Automotive wireless sensor SoCs are evolving toward multi-scenario integration, giving rise to a
“platform-based” development path. SoC makers are increasingly designing versatile SoCs that combine
universal sensor interfaces, ultra-low-power wireless connectivity and embedded intelligence. These
platform-based SoCs offer high configurability and adaptability, enabling seamless integration across
various automotive subsystems. Their core technologies also align well with requirements in adjacent
sectors such as industrial automation and energy storage, facilitating cross-industry design reuse.
Competitive Landscape of Wireless Automotive SoC Industry
The global market size of wireless automotive sensor SoCs reached approximately RMB3.4 billion
in 2025. Automotive wireless sensor SoCs primarily include wireless TPMS SoCs, currently the most
mature and widely adopted category, as well as other segments, such as wBMS SoCs, which are still in
the initial phase of mass production. The top five providers collectively accounted for 69.9% of the global
market in 2025. The Company generated RMB291.2 million in revenue from wireless automotive sensor
SoCs, ranking third with a market share of 8.5% in the industry in 2025.
The market size of wireless automotive sensor SoCs in China reached approximately RMB1,340.0
million in 2025. The top five providers collectively accounted for 62.1% of the China’s market. The
Company ranked first with a market share of 21.6% in China’s wireless automotive sensor SoC industry
in 2025.
Top 5 Wireless Automotive Sensor SoC Providers by Revenue (Global and China), 2025
0.000000 333.333333 666.666667 1000.000000 1333.333333 1666.666667
1
2
3
4
5
Ranking Company Revenue (RMB Million)
Global
Market Share
Company A
Company B
The Company
Company C
Company D
1,030.0
735.0
291.2
240.0
110.0
29.9%
21.4%
8.5%
7.0%
3.2%
69.9%Subtotal
0 100 200 300 400 500
1
2
3
4
5
Ranking Company Revenue (RMB Million)
China
Market Share
The Company
Company A
Company B
Company C
Company D
289.9
230.0
200.0
75.0
37.0
21.6%
17.2%
14.9%
5.6%
2.8%
62.1%Subtotal
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Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
(1) Founded in 1999 and headquartered in Germany, Company A is a global semiconductor company listed on the Frankfurt Stock
Exchange and also traded on the U.S. OTCQX International market. The company develops, manufactures, and markets a wide
range of semiconductor-based products and solutions, including microcontrollers, power semiconductors, and sensors. Its
portfolio also encompasses wireless automotive sensor SoCs, such as wireless automotive TPMS SoCs, which enhance vehicle
safety and efficiency.
(2) Founded in 1916 and headquartered in the United States, Company B is a global industrial technology company listed on the
New Y ork Stock Exchange. It provides a broad range of sensors, controllers, and power management solutions for critical
applications across the automotive, industrial, and aerospace sectors, including wireless automotive sensor SoCs. The TPMS
SoCs of Company B are primarily supplied for its own modules.
(3) Founded in 2006 and headquartered in the Netherlands, Company C is a global semiconductor company listed on NASDAQ.
The company focuses on automotive and industrial semiconductors, offering solutions spanning sensors, microcontrollers, and
secure connectivity to address automotive functional safety requirements. Its product lineup also includes wireless automotive
sensor SoCs.
(4) Founded in 1988 and headquartered in Belgium, Company D is a semiconductor solutions provider listed on Euronext
Brussels Exchange. The company develops products for the automotive, industrial, and consumer electronics sectors, with a
strong emphasis on sensor and driver ICs. Its portfolio also includes wireless automotive sensor SoCs, delivering advanced
sensing and wireless communication solutions to vehicles.
(5) As the Company’s wBMS SoCs were still in the pre-commercialization phase in 2025, revenue from this segment has not been
included in the ranking data.
The TPMS SoC market is primarily composed of global sensor chip manufacturers alongside rapidly
emerging leading Chinese domestic chip companies in recent years. The global market size of wireless
TPMS SoCs reached approximately RMB3.1 billion in 2025. The top five wireless TPMS SoC providers
together held a 75.5% share of the global market in 2025. The Company recorded revenue of RMB291.2
million from wireless TPMS SoCs, ranking third with a market share of 9.4% in global wireless TPMS
SoC industry in 2025.
The China’s market size of wireless automotive TPMS SoC reached approximately RMB1,210.0
million in 2025. The top five wireless automotive TPMS SoC providers together held a 66.6% share of the
China’s market. The Company ranked first with a market share of 24.0% in China’s wireless automotive
TPMS SoC industry.
Top 5 Wireless Automotive TPMS Sensor SoC Providers by Revenue (Global and China), 2025
0 300 600 900 1200 1500
1
2
3
4
5
Ranking Company Revenue (RMB Million)
Global
Market Share
Company A
Company B
The Company
Company C
Company D
1,000.0
720.0
291.2
240.0
110.0
32.3%
23.2%
9.4%
7.4%
3.2%
75.5%Subtotal
0 100 200 300 400 500
1
2
3
4
5
Ranking Company Revenue (RMB Million)
China
Market Share
The Company
Company A
Company B
Company C
Company D
289.9
220.0
193.0
70.0
33.0
24.0%
18.2%
16.0%
5.8%
2.7%
66.6%Subtotal
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
See footnotes (1) – (4) to the table above.
OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY—OTHER CORE
APPLICATIONS
Introduction of Non-Automotive Core Applications of Wireless Sensor SoCs
In non-automotive core scenarios, such as industrial and energy storage sectors, wireless sensor SoCs
play a critical role in enabling device intelligence, automation and connectivity. As industries accelerate
their digital transformation and smart upgrades, these SoCs, as key components of sensing systems, are
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becoming fundamental to the deployment of intelligent technologies. With advantages such as ultra-high
integration, low power consumption and real-time data processing, wireless sensor SoCs are expected to
gradually replace traditional discrete solutions.
Market Size of Global and China’s Wireless Sensor SoCs for Industrial Application
Within industrial ecosystems, wireless sensor SoCs will predominantly serve advanced
manufacturing and intelligent production monitoring scenarios. These next-generation industrial
applications will demand even more stringent technical specifications from sensor SoCs, which requires
unprecedented levels of precision and reliability in core performance metrics, and simultaneously
necessitates seamless compatibility with future Industrial IoT (“IIoT”) architectures and next-generation
automated control systems. These evolving technical requirements will collectively ensure wireless sensor
SoCs maintain optimal stability and adaptability in future smart industrial environments.
Over the past few years, both the global and China’s industrial wireless sensor SoC markets have
remained relatively small. This is mainly due to limited adoption of wireless sensor SoCs in industrial
scenarios, with usage largely restricted to applications such as TPMS SoCs in engineering and agricultural
machinery. Driven by ongoing progress in smart manufacturing and industrial digitalization, global and
China’s revenue of industrial wireless sensor SoCs is projected to increase in the coming years. The
following chart illustrates the global and China’s historical and forecast revenue of industrial wireless
sensor SoC industry from 2021 to 2030:
Market Size of Industrial Wireless Sensor SoC by Revenue
(Global and China), 2021-2030E
RMB Billion
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR 2026E-2030ECAGR 2021-2025
41.6%88.0%
Global Industrial
Wireless Sensor SoC
0
5
10
15
20
25
0.3 0.4 0.9 2.0
3.4
5.4
7.9
11.8
15.9
21.7
CAGR 2026E-2030ECAGR 2021-2025
China’s Industrial
Wireless Sensor SoCRMB Billion 46.2%102.6%
0
2
4
6
8
10
0.1 0.1 0.3 0.7
1.2
1.9
3.1
4.6
6.4
8.9
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
Market Size of Global and China’s Wireless Sensor SoCs for Energy Storage
The application of wireless sensor SoCs in energy storage primarily focuses on battery management.
These SoCs provide essential support for battery health prediction, thermal runaway prevention and
intelligent dispatching, driving the intelligent upgrade of energy storage systems. The energy storage
sector is experiencing rapid and diversified growth, spanning grid-side peak shaving and frequency
regulation, backup power for commercial, industrial and data center applications and residential
distributed storage. These scenarios place increasing demands on battery safety, maintainability and
intelligent management. Given the larger number of cells, more complex architecture and limited space in
energy storage systems, wireless sensor SoCs, with advantages such as flexible deployment, reduced
wiring and easier maintenance, are emerging as a viable alternative to traditional wired solutions.
Since wBMS SoCs have not yet been widely applied in energy storage scenarios, there is currently
no industry data available on the market size of global and China energy storage wBMS SoCs before 2027.
It is expected that wBMS SoCs will enter commercial mass production for energy storage applications in
2027. In the coming years, the global and China’s energy storage wBMS SoC markets are expected to enter
INDUSTRY OVERVIEW
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a phase of rapid expansion, driven by the ongoing global energy transition and increasing demand for
intelligent energy storage systems. The following chart illustrates the global and China’s forecast revenue
of energy storage wBMS SoC industry from 2027 to 2030:
Market Size of Energy Storage wBMS SoC by Revenue
(Global and China), 2027E-2030E
2027E 2028E 2029E 2030E
RMB Billion
Global Energy Storage wBMS SoC 334.2%
CAGR 2027E-2030E
0.09
0.9
3.9
7.0
0
1
2
3
4
5
6
7
2027E 2028E 2029E 2030E
RMB Billion
China’s Energy Storage wBMS SoC 315.7%
CAGR 2027E-2030E
0.07
0.7
2.9
5.1
0
1
2
3
4
5
6
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
Market Drivers and Developing Trends Analysis of Non-Automotive Core Applications of Wireless
Sensor SoCs
Wireless, low power and high integration
With the increasing requirements from IIoT and energy storage systems for flexible device
deployment, simplified wiring and remote operation and maintenance, traditional sensor chips are
gradually evolving toward wireless communication, ultra-low power consumption and higher levels of
integration. Industrial and energy storage equipment often operates under demanding conditions such as
extended duty cycles, high temperatures, humidity and EMI, which raise the bar for sensor environmental
adaptability, data stability and long-term reliability. Wireless sensor SoCs, by integrating multiple sensing
interfaces, embedded edge computing and low-power wireless communication modules, enable local data
processing and real-time transmission. This helps reduce overall system power consumption and wiring
complexity, supporting more intelligent and resilient deployment in industrial and energy storage
environments.
Scaling of energy storage systems accelerates wBMS adoption
As energy storage systems scale up in size and complexity, the operational and maintenance
requirements are becoming more demanding. This trend is driving the rise of the wBMS as an ideal
solution to replace traditional wired BMS architectures. Compared with wired systems, wBMS offers
greater flexibility and scalability, allowing for streamlined design, simplified assembly and reduced wiring
complexity, which is particularly important in large-scale containerized or modular storage systems.
wBMS solutions enable fine-grained, cell-level monitoring and data collection, which is critical for
achieving safe, stable operation and full lifecycle traceability of energy storage units. This also facilitates
more efficient system upgrades and maintenance, unlocking long-term cost advantages and deployment
agility.
Embedded intelligence and edge AI integration
In industrial environments where real-time responsiveness and energy efficiency are critical, such as
predictive maintenance, machine diagnostics and adaptive robotics, the shift toward local intelligence is
accelerating. Wireless sensor SoCs for industrial application are increasingly being designed with
embedded AI processing units, enabling local analysis of sensor data and eliminating the latency and
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overhead of cloud-based computing. These SoCs form a closed-loop system that supports “sense-analyze-
decide-wireless transmit” functions within milliseconds, dramatically improving system responsiveness
while reducing bandwidth and energy consumption. This evolution is especially valuable in use cases such
as automotive-grade TPMS, robotic condition monitoring and smart production line control.
Multi-modal sensing and solution oriented innovation
Application scenarios such as smart factories and intelligent energy stations are demanding higher
sensing diversity, pushing wireless sensor SoCs from single-variable detection toward multi-modal
sensing capabilities. This transformation is being accelerated by the convergence of software and hardware
innovation, giving rise to the “Sensor-as-a-Service” model. In this model, enterprises move beyond
supplying discrete hardware components to delivering complete sensing and analytics solutions. This shift
is unlocking system-level value in digital twin applications for industrial systems, as well as in smart
energy storage platforms enabled by wBMS. Multi-modal wireless SoCs capable of handling temperature,
pressure, vibration and spatial data simultaneously are becoming increasingly essential, representing a
next-generation sensing architecture that supports holistic monitoring, intelligent decision-making and
service-based delivery across industrial and energy ecosystems.
ENTRY BARRIERS OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY
Technology Barrier
Wireless sensor SoCs are among the most technically demanding chip categories, requiring the
integration of radiofrequency communication, high-precision sensor interfaces, signal conditioning, power
management and embedded processing within a single chip. These systems must also operate reliably in
harsh environments such as high temperature, high pressure, vibration and strong EMI particularly in
automotive and industrial applications. Designing SoCs that meet such requirements involves multi-
domain cross-functional expertise, long development cycles and significant engineering resources. The
complexity of coordinating ultra-low power operation, analog-digital conversion accuracy and
radiofrequency robustness makes this a relatively high-barrier sector, deterring new entrants lacking deep
technical reserves and proven design capability.
Certification and Environmental Validation Barrier
To enter regulated markets such as automotive, industrial automation, or energy infrastructure,
wireless sensor SoC products must undergo stringent certification processes. For automotive applications,
for example, SoCs must meet automotive-grade reliability standards such as AEC-Q100, while
industrial-grade chips often require adherence to the International Electrotechnical Commission, ISO, or
industry-specific robustness protocols. Meanwhile, in industrial and energy storage scenarios, application
environments are relatively complex, often involving large temperature fluctuations, strong
electromagnetic interference, high humidity, vibration, and dust exposure. As a result, SoCs must
demonstrate wide-temperature operation, anti-interference capability, and long-term stability through
extensive environmental and reliability validation. In addition, because these chips incorporate wireless
communication modules, they must pass protocol certifications such as Bluetooth SIG, Zigbee Alliance,
or LoRaW AN compliance testing. These certifications are time-consuming, resource-intensive and costly,
thus requiring comprehensive testing, long validation cycles and documentation. The combination of
rigorous environmental reliability verification and multi-protocol certification significantly raises the
entry threshold for new entrants, delaying time-to-market and giving established players with pre-certified
platforms an enduring competitive advantage.
Customer Barrier
Wireless sensor SoCs, especially in mission-critical sectors such as automotive, industrial machinery
and energy storage, demand high levels of reliability, consistency and proven performance over extended
timeframes. For example, in industrial and energy storage environments, chips must endure harsh
operating conditions and long-term continuous operation. This requires extensive on-site validation and
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lifecycle testing to ensure performance stability and system compatibility, further reinforcing customer
dependence on established suppliers. These incumbents benefit from a compound barrier built from
technical maturity, qualification history and close customer collaboration. For new entrants, gaining
customer trust and replacing entrenched suppliers is extremely difficult without extensive field validation
and industry references.
Supply Chain Barrier
Wireless sensor SoCs rely on specialized manufacturing processes and advanced packaging
technologies, which must be supported by mature foundry platforms and backend assembly capabilities.
As a result, chip design companies need to build tightly coordinated supply chains with wafer fabs and
outsourced semiconductor assembly and test providers, with stringent requirements for production
capacity, quality control and delivery reliability. Leading players have secured access to advanced process
nodes and high-performance packaging resources, allowing them to achieve higher integration and
maintain a generation lead. This creates substantial entry barriers for new market participants, who often
face challenges in accessing critical manufacturing resources and ensuring yield and cost competitiveness.
OVERVIEW OF GLOBAL AND CHINA’S BPS SOC INDUSTRY
Introduction of BPS SoCs
BPS SoCs are a subset of BMS SoCs, specifically designed as pressure sensor chips to monitor
abnormal internal air pressure changes within a battery pack, especially in the case of thermal runaway
events. This differs from wBMS SoCs, another type of BMS SoC, which integrate AFE modules and are
primarily used to monitor battery cells within the pack, such as cell voltage. By promptly detecting early
warning signals, the BPS SoC can rapidly wake the BMS from sleep mode into active mode and trigger
protective measures, including high-voltage disconnection and accelerated cooling.
Market Size of Global and China’s BPS SoC Industry
Driven by increasingly stringent safety regulations and the rapid growth of the NEV market, the
penetration rate of BPS SoCs reached approximately 23% in the global market in 2025, and is expected
to increase from 27% in 2026 to approximately 45% by 2030. The BPS SoC market is highly concentrated,
with global mass production achieved by only two companies. One of these is the Company, while the
other is Company C, reflecting a limited number of players in this specialized segment. The Company is
the first company that launched BPS SoC globally. The Company ranked No. 1 globally in terms of the
revenue from BPS SoC products in 2025, with a market share of over 50%. The issuance of GB
38031-2025 Safety Requirements for Power Batteries for Electric V ehicles (ࠅ
Ӌ), effective from July 2026, mandates that NEV power batteries must not ignite or explode within two
hours following a thermal runaway event. This significantly raises the bar for battery safety standards and
is expected to accelerate the penetration of BPS SoCs. Meanwhile, BPS SoCs are expected to evolve
toward higher integration, lower power consumption, and faster response capabilities to support
increasingly complex BMS architectures. The following chart illustrates the global and China’s historical
and forecast revenue of BPS SoC industry from 2024 to 2030:
Market Size of BPS SoC Industry by Revenue (Global and China), 2024-2030E
2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Million
0
50
200
100
150
Global BPS SoC 24.6%
CAGR 2026E-2030E
39.7
58.6
79.4
101.1
126.1
155.6
191.2
2024 2025 2026E 2027E 2028E 2029E 2030E
RMB Million
0
50
150
100
China’s BPS SoC 24.0%
CAGR 2026E-2030E
30.5
42.4
59.6
75.5
92.4
114.8
140.8
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
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OVERVIEW OF GLOBAL AND CHINA’S AUTOMOTIVE-GRADE USI SOC INDUSTRY
Introduction of Automotive-grade USI SoC
An automotive-grade USI SoC is a type of SoC specifically designed to support a diverse range of
sensor interfaces within automotive applications. These USI SoCs integrate multiple types of sensor
interfaces, including pressure sensor signal conditioning, temperature and humidity sensing, position
sensing and other vehicle sensor inputs. Engineered to meet stringent automotive requirements for
reliability, temperature tolerance and EMC, automotive-grade USI SoCs provide high-precision signal
acquisition, calibration and conversion, playing a critical role in sensor fusion and vehicle control systems.
Market Size of Global and China’s Automotive-grade USI SoC Industry
Automotive-grade USI SoCs are seeing increasing adoption as vehicles become more electrified and
intelligent. In the future, automotive-grade USI SoCs will continue to develop toward stronger
adaptability, faster response times, higher precision and better reliability and stability, leading to wider
adoption in automobile. The following chart illustrates the global and China’s historical and forecast
revenue of automotive-grade USI SoC industry from 2021 to 2030:
Market Size of Automotive-grade USI SoC Industry by Revenue
(Global and China), 2021-2030E
2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E
RMB Billion
Global Automotive-
grade USI SoC 15.0% 10.6%
CAGR 2021-2025 CAGR 2026E-2030E
0
5
10
15
20
25
6.9 7.5
9.0
10.5
12.0
13.5
15.0
16.6
18.3
20.3
2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E
RMB Billion
China’s Automotive-
grade USI SoC 20.6% 11.4%
CAGR 2021-2025 CAGR 2026E-2030E
0
1
2
3
7
6
4
5
1.7 2.0
2.5
3.0
3.7
4.3
4.9
5.4
6.0
6.6
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
The competitive landscape of automotive-grade USI SoC products is highly fragmented due to the
wide variety of USI categories. As a result, competition in this segment is intense, with numerous players
across different application areas. Companies differentiate themselves through technology innovation,
product quality and scalability. This diversity of applications and rapid technological development further
intensifies the competitive pressure in the automotive-grade USI SoC market.
COST AND RA W MATERIAL PRICE ANALYSIS OF MAJOR AUTOMOTIVE SENSOR SOCS
The cost of automotive sensor SoCs, including TPMS SoCs, wBMS SoCs, BPS SoCs, and USI SoCs,
represents a small fraction of the overall manufacturing cost of a vehicle. For example, TPMS SoCs
account for approximately 0.03% of the total vehicle cost, wBMS SoCs around 0.65%, BPS SoCs around
0.01%, and USI SoCs roughly 0.1%. The relatively low proportion is primarily due to the high total cost
of a complete vehicle, which includes structural components, powertrain systems, bodywork and other
subsystems. Despite their small cost share, these sensor SoCs are critical for vehicle safety, energy
management and intelligent functionality, enabling advanced monitoring, control, and driver assistance
features that significantly enhance the performance, reliability and user experience of modern
automobiles.
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Wafers are the primary raw material for sensor SoCs. In China, the price of 8-inch wafers rose
significantly in 2021 and 2022, reaching approximately RMB3.7 thousand per wafer in 2022. This surge
was driven by the global chip shortage caused by the COVID-19 pandemic and the rising demand for
semiconductors from sectors such as AI, high-performance computing, 5G, NEVs and industrial
applications. However, with production capacity expanding at the end of 2022 and weakening market
demand leading to oversupply, prices began to gradually decline in 2023, reaching around RMB2.6
thousand per wafer in 2025. Looking ahead, wafer prices are expected to remain broadly stable with a mild
upward trend, supported by disciplined capacity expansion and sustained demand from key downstream
applications.
Price of Semiconductor Wafers* (China), 2021-2025
2021 2022 2023 2024 2025
Thousand RMB per Wafer
0
1
2
3
4
2.62.6
3.3
3.7
2.9
* Note: 8-inch wafers
Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan
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REGULATIONS ON COMPANY ESTABLISHMENT AND FOREIGN INVESTMENT
Pursuant to the PRC Company Law promulgated by the SCNPC on December 29, 1993, which was
amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26,
2018 and December 29, 2023, respectively, and has come into force on July 1, 2024, the Company Law
shall apply to all companies established in the PRC. The Company Law, which regulates the establishment,
corporate structure and management of companies, also applies to foreign-invested companies. Where
laws on foreign investment provide otherwise, such provisions shall prevail.
The Foreign Investment Law of the PRC (جthe “FIL”), which was
promulgated by the NPC on March 15, 2019, and came into effect on January 1, 2020, provides that the
“foreign investment” refers to the investment activities in China carried out directly or indirectly by
foreign individuals, enterprises or other organizations (the “Foreign Investors”), including the following:
(1) Foreign Investors establishing foreign-invested enterprises in China alone or collectively with other
investors; (2) Foreign Investors acquiring shares, equities, properties or other similar rights of Chinese
domestic enterprises; (3) Foreign Investors investing in new projects in China alone or collectively with
other investors; and (4) Foreign Investors investing through other ways prescribed by laws and regulations
or the State Council. The FIL further adopts the management system of pre-establishment national
treatment and negative list for foreign investment. The “pre-establishment national treatment” refers to
granting to foreign investors and their investments, in the stage of investment access, the treatment no less
favorable than that granted to domestic investors and their investments; and the “negative list” refers to
special administrative measures for access of foreign investment in specific fields as stipulated by the
state. The FIL granted national treatment to foreign investments outside the negative list. The negative list
will be released by or upon approval of the State Council.
In December 2019, the State Council promulgated the Regulations on Implementing the Foreign
Investment Law of the PRC (ૢԷ) (the “Implementation Rules”) which
came into effect in January 2020. The Implementation Rules further clarified that the state shall encourage
and promote foreign investment, protect the lawful rights and interests in foreign investments, regulate
foreign investment administration, continue to optimize foreign investment environment and advance a
higher-level opening.
Investment activities in the PRC by foreign investors were principally governed by the Special
Administrative Measures (Negative List) for Access of Foreign Investment (2024 version) (ɝ
݄(૶ఊ) (2024وand the Catalogue of Industries for Encouraging Foreign
Investment (2022 version) ( ོᎸ̮ਠҳ༟ପุͦ፽ (2022وthe “Encouraging List”) amended and
promulgated by MOFCOM and the NDRC in October 2022. The Negative List, which came into effect on
November 1, 2024, sets out special administrative measures (restricted or prohibited) in respect of the
access of foreign investments in a centralized manner, and the Encouraging List, which came into effect
on January 1, 2023, sets out the encouraged industries for foreign investment. The Negative List cover 12
industries, and any field not falling in the Negative List shall be administered under the principle of equal
treatment for domestic and foreign investment. Our business as currently conducted does not fall within
the confines of the Negative List and is not subject to special administrative measures.
The Measures on Reporting of Foreign Investment Information (جwas
released by MOFCOM and the SAMR on December 30, 2019, and became effective on January 1, 2020.
Foreign investors directly or indirectly conducting investment activities within the territory of China shall
submit the investment information through submission of initial reports, change reports, deregistration
reports, annual reports, etc. to the competent commerce authorities in accordance with the Measures on
Reporting of Foreign Investment Information. When submitting an annual report, a foreign-invested
enterprise shall submit the basic information on the enterprise, the information on the investors and their
actual controlling party, the enterprise’s operation and asset and liabilities information, etc., and where the
foreign investment admission special administrative measures are involved, the foreign investment
enterprise shall also submit the relevant industry licensing information.
REGULATORY OVERVIEW
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REGULATIONS ON THE INTEGRATED CIRCUIT INDUSTRIES
From 2010 to 2021, the State Council had issued a series of regulations aimed at promoting the
development of the integrated circuit industry, which include the Decision of the State Council on
Accelerating the Fostering and Development of Strategic Emerging Industries (̋Ҟ੃ԃձ೯
֛the Notice of the State Council on Promulgation of Several Policies for Further
Encouraging the Development of Software and Integrated Circuit Industries (Ι೯ආɓӉོᎸ
ٝthe Outline for Advancing the National Integrated Circuit
Industry (ࠅMade in China (2025) ( ʕ਷Ⴁி(2025)), the Notice of the
State Council on Promulgation of Several Policies for Promoting the High-quality Development of
Integrated Circuit and Software Industries in the New Era (ආණϓཥ༩ପุձழ
ٝ.)
On January 25, 2017, the National Development and Reform Commission promulgated Strategic
Emerging Industries Key Products and Services Guidance Catalog (ኬ
ͦ፽), which includes integrated circuit chip design and services as a key product and service in the
strategic emerging industries.
On March 28, 2018, the MOF, the SA T, the National Development and Reform Commission and the
MIIT jointly promulgated the Notice on Issues Concerning Corporate Income Tax Policies for Integrated
Circuit Manufacturers (ٝwhich grants income tax
exemptions or reductions to some integrated circuit manufacturing companies. The next year, the MOF and
the SA T jointly promulgated the Announcement on Income Tax Policies for Integrated Circuit Design and
Software Enterprises (ʮѓ). Pursuant to the foregoing
provisions, integrated circuit design enterprises and software enterprises satisfying the criteria shall enjoy
an incentive period with effect from their profit-making year(s) prior to December 31, 2018, and be
exempted from enterprise income tax for the first year to the second year, and pay enterprise income tax
based on 50% off the statutory 25% tax rate from the third year to the fifth year, until the incentive period
expires.
On July 27, 2020, the Notice by the MOF, the National Development and Reform Commission, the
MIIT and Other Departments of the Measures for the Administration of Import Tax Policies for Supporting
the Development of the Integrated Circuit Industry and the Software Industry (։e
ٝbecame
effective. On the same day, the Notice by the MOF, the General Administration of Customs and the SA T
of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software
Industry (ٝ)
took effect. The above notices relating to importing tax for the integrated circuit industry have made some
installment tax payment policies and import tariff exemption policies.
On March 12, 2021, the National People’s Congress of the PRC approved the Outline of the 14th
Five-year Plan (2021-2025) for National Economic and Social Development and Long-range Objectives
for 2035 (ʞϋ஝ྌձ2035ࠅwhich
clarifies that the PRC should foster advanced manufacturing clusters and promote the innovation and
development of industries such as integrated circuits, aerospace equipment, high-tech ships and ocean
engineering equipment, robots, advanced railway equipment, advanced power equipment, engineering
machinery, high-end CNC machine tools, medicine and medical equipment.
On May 21, 2022, the SA T issued the Guidelines on Tax Preference Policies for Software and
Integrated Circuit Enterprises (ˏ). For the purpose of
facilitating timely knowledge of applicable tax policies, the foregoing guidelines has clearly demonstrated
preference contents, conditions and policy basis for integrated circuit enterprises.
Pursuant to the Notice of the MOF and the SA T on the Weighted Deduction Policy for V alue-added
Tax on Integrated Circuit Enterprises (ٝ,)
which was promulgated on April 20, 2023, from January 1, 2023 to December 31, 2027, enterprises
engaged in the design, production, closed beta test, equipment and materials of integrated circuits are
allowed to deduct extra 15% of the deductible input tax in the current period from the value-added tax
payable.
REGULATORY OVERVIEW
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REGULATIONS ON INTERNET INFORMATION SECURITY, PRIV ACY PROTECTION AND
AUTOMOTIVE DATA SECURITY
Internet Information Security
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശɛ͏΍ձ
جthe “Cybersecurity Law”), effective as of June 1, 2017, which applies to the construction,
operation, maintenance and use of networks as well as the supervision and administration of cybersecurity
in the PRC. The Cybersecurity Law defines “network” as a system comprising computers or other
information terminals and relevant facilities used for the purpose of collecting, storing, transmitting,
exchanging and processing information in accordance with specific rules and procedures. “Network
operators”, who are broadly defined as owners and administrators of networks and network service
providers, are subject to various security protection-related obligations, including but limited to: (1)
complying with security protection obligations under graded system for cybersecurity protection
requirements, (2) formulating an emergency plan and promptly responding and handling security risks,
initiating the emergency plans, taking appropriate remedial measures and reporting to regulatory
authorities in the event comprising cybersecurity threats; and (3) following the principles of legality,
legitimacy and necessity, disclosing the rules of collection and use, making clear the purpose, mean and
scope of collection and use of information, and obtaining the consent of the person whose information is
collected.
The Data Security Law of the PRC (جwhich was promulgated by the
SCNPC on June 10, 2021 and took effect on September 1, 2021, provides that entities and individuals
carrying out data activities shall establish a data classification and grading protection system and
important data catalogs to enhance the protection of important data. Processors of important data shall
specify the person responsible for data security and management agencies to implement data security
protection responsibilities. Relevant authorities will establish the measures for the cross-border transfer of
important data. If any company violates the Data Security Law of the PRC to provide important data
outside China, such company may be punished by administration sanctions, including penalties, fines
and/or suspension of relevant business or revocation of the business license. In addition, the Data Security
Law of the PRC provides a national security review procedure for those data activities which affect or may
affect national security and imposes export restrictions on certain data and information.
On December 28, 2021, the Cyberspace Administration of China (the “CAC”) promulgated the
Measures for Cybersecurity Review (جthe “Cybersecurity Review Measures”), which
came into effect on February 15, 2022. According to the Cybersecurity Review Measures, there are two
mechanisms to trigger cybersecurity review: (1) review of voluntary declaration by enterprises, applicable
to (i) critical information infrastructure operators that intend to purchase network products and services;
(ii) a network platform operator that processes the personal information of more than one million people
intends to be listed overseas; and (2) initiation of review by regulatory authorities: for any member of the
cybersecurity review working mechanism believes that any network product or service or data processing
activity affects or is likely to affect national security. In this case, the Office of Cybersecurity Review shall
report this circumstance to the Central Cyberspace Affairs Commission for approval, and conduct a review
after approval.
On August 30, 2024, the CAC promulgated the Regulation on the Administration of Cyber Data
Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “Cyber Data Security Regulation”), which provides more detailed
guidelines on the current rules on various aspects of data processing, including the processors’
announcement of data processing rules, obtaining consents and separate consents, security of important
data and cross-border transfer of data, and further obligations of platform operators.
Furthermore, on July 7, 2022, the CAC promulgated the Measures on Security Assessment of
Cross-border Data Transfer (جwhich became effective on September 1, 2022. Such
data export measures requires that any data processor which processes or exports personal information
exceeding certain volume threshold under such measures shall apply for security assessment by the CAC
before transferring any personal information abroad, including the following circumstances: (1) important
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data will be provided overseas by any data processor; (2) personal information will be provided overseas
by any operator of critical information infrastructure or any data processor who processes the personal
information of more than 1,000,000 individuals; (3) personal information will be provided overseas by any
data processor who has provided the personal information of more than 100,000 individuals in aggregate
or has provided the sensitive personal information of more than 10,000 individuals in aggregate since
January 1 of last year; and (4) other circumstances where the security assessment is required as prescribed
by the CAC. The security assessment requirement also applies to any transfer of important data outside
of China.
Privacy Protection
Pursuant to the PRC Civil Code (Պ) promulgated by the NPC on May 28, 2020
and effective from January 1, 2021, the personal information of a natural person shall be protected by the
law. An information processor shall not disclose or tamper with any personal information collected or
stored thereby; and without the consent of the natural person, no personal information shall be illegally
provided to any other person.
Pursuant to the Circular of the Supreme People’s Court, the Supreme People’s Procuratorate and the
Ministry of Public Security on the Punishment of Criminal Activities Infringing on Citizens’ Personal
Information in accordance with the Law (ʮ
ٝpromulgated on April 23, 2013, and the Interpretation by the Supreme
People’s Court and the Supreme People’s Procuratorate of Several Issues Concerning the Application of
Laws to the Handling of Criminal Cases of Infringing on Citizens’ Personal Information (৫e
༆ᙑ) promulgated on May 8,
2017 and effective on June 1, 2017, the following activities may constitute crimes of infringement of
citizens’ personal information: (1) providing citizens’ personal information to specific persons or
publishing citizens’ personal information on the Internet, etc., in violation of the relevant regulations; (2)
providing others with lawfully collected information about citizens without their consent (unless the
information has been processed in such a way as to make it impossible to identify a specific individual
and cannot be recovered); (3) collecting citizens’ personal information in violation of relevant regulations
or provisions in the performance of duties or the provision of services; or (4) collecting citizens’ personal
information in violation of relevant regulations through purchasing, receiving, or exchanging.
The Law of the Personal Information Protection Law of the PRC (ج)
the “Personal Information Protection Law”), which was promulgated by the SCNPC on August 20, 2021
and became effective on November 1, 2021, consolidates separate provisions on personal information
rights and privacy protection. The Personal Information Protection Law aims to protect the personal
information rights and interests, regulate the handling of personal information, safeguard the free flow of
personal information in an orderly manner in accordance with the law, and promote the rational use of
personal information.
Automotive Data Security
On August 16, 2021, the CAC, the NDRC, the MPS, the MIIT and the MOT jointly promulgated the
Certain Provisions on the Management of Automotive Data Security (for Trial Implementation) ( ӛԓᅰ
֛(༊Б)) (the “Automotive Data Security Provisions”), which came into effect on
October 1, 2021, and is intended to regulate the collection, storage, use, processing, transmission,
provision and disclosure of personal information and critical data generated by automobile designers,
manufacturers and service providers throughout the automobile life cycle. The relevant automotive data
processors, including automobile manufacturers, parts and software providers, dealers, repair suppliers
and travel service companies, are required to process personal information and critical data in accordance
with the applicable laws during the design, manufacture, sale, operation, maintenance and management of
automobiles. Processing of personal information by automobile data processors shall be conducted with
the consent of the individual or in accordance with other circumstances stipulated by laws and regulations.
The state encourages the reasonable and effective utilization of automotive data in accordance with the
law, and advocates that automotive data processors adhere to: (1) the principle of in-vehicle processing,
REGULATORY OVERVIEW
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and avoid providing automotive data outside the vehicle unless necessary; (2) the principle of
non-collection by default, and set the state of non-collection by default each time unless otherwise set by
the driver on his/her own initiative; (3) the principle of applying the range of accuracy, and determine the
coverage and resolution of cameras, radar, etc., based on the requirements of the provided functional
service for data accuracy; and (4) the principle of desensitized processing, and anonymize and de-identify
the information whenever possible. According to the Automotive Data Security Provisions, personal
information and key data involving automobiles are in principle stored within the country, and if they need
to be made available outside the country, the competent national Internet information department will
conduct a cross-border data security assessment in conjunction with the relevant departments of the State
Council. When processing critical data, automotive data processors shall conduct risk assessments in
accordance with the regulations and submit risk assessment reports to the relevant provincial authorities.
The MIIT issued the Notice of the MIIT on Strengthening Network Security and Data Security of
Telematics (ٝon September 15, 2021.
Accordingly, all manufacturers of intelligent connected vehicles and operators of Telematics service
platforms shall establish a network security and data security management system, strengthen security
protection, monitor and prevent network security risks and threats, strengthen the security protection
capability of Telematics network facilities and network systems, safeguard Telematics communication
security, carry out Telematics security monitoring and early warning, enhance the Telematics security
emergency response, and promote the Telematics network security protection grading and filing work. The
MIIT promulgated the Guidelines for the Construction of Network Security and Data Security Standard
System for Telematics (یܸon February 25, 2022, which
clearly defines the security standards and requirements covering the terminal and facility network security,
network communication security, data security, application service security, and security guarantee and
support.
REGULATIONS ON PRODUCT LIABILITY
According to the Product Quality Law of the PRC (جpromulgated by the
SCNPC on February 22, 1993 and most recently amended on December 29, 2018, it is prohibited to
manufacture or sell products that do not comply with the standards and requirements for safeguarding
human health and the safety of persons and property. The products must not present any unreasonable risk
of endangering the safety of persons and property. A person who is injured or whose property is damaged
by the defects in the product may claim for compensation from the manufacturer or the seller. Any
producer or seller who produces or sells substandard products shall be ordered to stop production or sale,
the products illegally produced or sold shall be confiscated, and a fine shall be imposed; if there are any
illegal gains, the illegal gains shall be confiscated concurrently; and if the circumstances are serious, the
business license shall be revoked.
According to the Civil Code of the PRC, if a defect of a product causes damage to another person,
the infringed person may claim compensation against the manufacturer or the seller of the product. If the
infringer knows that the product is defective and still produces or sells it, or fails to take effective remedial
measures in accordance with the provisions of the Civil Code of the PRC, resulting in the death of another
person or serious damage to the health of another person, the infringed person shall be entitled to claim
corresponding punitive damages. If a product is defective due to the fault of a third party, such as a
transporter or warehouseman, and causes damage to another person, the producer or seller of the product
shall have the right to recover compensation from the third party after making compensation to the
infringed person.
REGULATIONS ON IMPORT AND EXPORT OF GOODS
In accordance with the Foreign Trade Law of the PRC (ج׸promulgated by
the SCNPC on May 12, 1994 and amended and effective on April 6, 2004, November 7, 2016 and
December 30, 2022 respectively, and the Notice on Matters Relating to the Filing of Consignees and
Consignors of Imported and Exported Goods (ࣩ
ٝissued by the General Administration of Customs of the PRC on January 3, 2023 and
effective on the same date, the consignee or consignor of imported or exported goods applying for filing
should obtain the qualification of the market entity, but no filing for foreign trade operators is required.
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According to the Customs Law of the PRC (جpromulgated by the SCNPC on
January 22, 1987, and amended on July 8, 2000, June 29, 2013, December 28, 2013, November 7, 2016,
November 4, 2017, and April 29, 2021, respectively, the consignee of imported goods, the consignor of
exported goods, and the owner of inbound and outbound goods are the taxpayers of customs duties. For
the imported and exported goods, unless otherwise provided for, customs declaration and tax payment
procedures may be completed by the consignee or consignor of the imported and exported goods, or the
consignee or consignor of import and export goods may entrust a customs declaration enterprise to
complete the customs declaration and tax payment procedures. The consignees and consignors for
imported or exported goods and the customs brokers engaged in customs declaration shall be filed with
the customs in accordance with the law. Customs declaration units refer to the consignee or consignor of
the imported and exported goods and the customs declaration enterprises filed with the customs in
accordance with the Regulations of the PRC on the Administration of the Record of Customs Declaration
Units (֛promulgated by the General Administration of
Customs of the PRC on November 19, 2021 and becoming effective as of January 1, 2022. Where the
consignee or consignor of imported or exported goods or a customs declaration enterprise applies for
filing, it shall obtain the qualification of market entities.
Pursuant to the Regulations of the PRC on the Administration of Import and Export of Goods ( ʕശ
ආ̈ɹ၍ଣૢԷ) (“Regulations on the Administration of Import and Export of Goods”)
promulgated by the State Council on December 10, 2001 and last amended on March 10, 2024, which came
into effect on May 1,2024, enterprises engaged in the trade activities of importing goods into the territory
of the PRC or exporting goods outside of China must comply with the Regulations on the Administration
of Import and Export of Goods. Goods whose import or export is prohibited shall not be imported or
exported; goods whose import or export is restricted shall be subject to a licensing or quota system; and
goods whose import or export is free shall not be subject to restriction. The consignee of imported goods
or the consignor of exported goods shall submit an automatic import and export license, an import and
export license or a quota certificate to the customs for customs clearance.
The Export Control Law of the PRC (جthe “Export Control Law”) came
into force on December 1, 2020. The Export Control Law is China’s first comprehensive and integrated
export control law, which sets out provisions for the export control of dual-use goods, military supplies,
nuclear energy products, goods related to the protection of national security and interests and other
commodities, science and technology, services and goods, as well as fulfilling the responsibilities related
to the international prohibition of nuclear proliferation.
REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Patents
According to the Patent Law of the PRC (جpromulgated by the SCNPC on
March 12, 1984, and most recently amended on October 17, 2020, the Implementation Rules of the Patent
Law of the PRC (ۆpromulgated by the State Council on June 15, 2001,
and revised on December 28, 2002, January 9, 2010 and December 11, 2023, respectively, the patent
administrative department under the State Council is responsible for the administration of patent-related
work nationwide and the patent administration departments of provincial or autonomous regions or
municipal governments are responsible for administering patents within the respective administrative
areas. The Patent Law and Implementation Rules of the Patent Law provide three types of patents, namely
“inventions,” “utility models” and “designs.” Invention patents are valid for twenty years, utility model
patents are valid for ten years, and since June 1, 2021, the validation period for design patents whose
application date is after June 1, 2021 has been extended to fifteen years in each case from the date of
application. The Chinese patent system adopts a “first come, first file” principle, which means that where
more than one person files a patent application for the same invention, utility model or design, a patent
will be granted to the person who files the application first. An invention or a utility model must possess
novelty, inventiveness and practical applicability to be patentable. Third Parties must obtain consent or a
proper license from the patent owner to use the patent. Otherwise, the unauthorized use constitutes an
infringement on the patent rights.
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Trademarks
Pursuant to the Trademark Law of the PRC (جwhich was promulgated on
August 23, 1982 and last amended on April 23, 2019 and came into effect on November 1, 2019, the
Implementation Regulations of the Trademark Law of the PRC (ૢԷ) which
were issued on August 3, 2002 and last amended on April 29, 2014, the Trademark Office under the China
National Intellectual Property Administration of the PRC, (the “Trademark Office”), shall handle
trademark registrations and grant a term of 10 years to registered trademarks, which may be renewed for
an additional ten year period upon request from the trademark owner. The Trademark Law of the PRC has
adopted a “first-to-file” principle with respect to trademark registration. Where an application for
trademark for which application for registration has been made is identical or similar to another trademark
which has already been registered or is under preliminary examination and approval for use on the same
kind of or similar commodities or services, the application for registration of such trademark may be
rejected. Any person applying for the registration of a trademark may not prejudice the existing right of
others, nor may any person register in advance a trademark that has already been used by another party
and has already gained a “sufficient degree of reputation” through such party’ s use. A trademark registrant
may, by entering into a trademark licensing contract, license another party to use its registered trademark.
Where another party is licensed to use a registered trademark, the licenser shall report the license to the
Trademark Office for recordation, and the Trademark Office shall publish it. An unrecorded license may
not be used as a defense against a third party in good faith.
Domain Names
Domain names are protected under the Administrative Measures on the Internet Domain Names ( ʝ
جpromulgated by the MIIT on August 24, 2017 and became effective on November 1,
2017. The MIIT is the major regulatory authority of domain names. The registration of domain names in
China is on a “first-apply-first-registration” basis. A domain name applicant will become the domain name
holder upon completion of the application procedure.
Copyright and Software Registration
According to the Copyright Law of the PRC (جwhich was promulgated by
the SCNPC on September 7, 1990 and implemented on June 1, 1991, and finally revised on November 11,
2020 and came into effect on June 1, 2021, and the Implementation Regulations of the Copyright Law of
the PRC (ૢԷ) promulgated by the State Council on August 2, 2002 and
implemented on September 15, 2002, and finally revised on January 30, 2013. Copyright holders enjoy a
variety of personal and property rights, including the right of publication, the right of authorship, the right
of reproduction, and the right of communication of information on networks.
Pursuant to the Regulation on Computer Software Protection (ᚐૢԷ) promulgated on
June 4, 1991 by the State Council and last amended on January 30, 2013 and the Measures for the
Registration of Computer Software Copyright (جpromulgated on April 6, 1992
and last amended by the National Copyright Administration on February 20, 2002, the National Copyright
Administration is mainly responsible for the registration and management of software copyright in China
and recognizes the China Copyright Protection Center as the software registration organization. The China
Copyright Protection Center shall grant certificates of registration to computer software copyright
applicants in compliance with the regulations of the Measures for the Registration of Computer Software
Copyright and the Regulation on Computers Software Protection.
Trade Secrets
According to the PRC Anti-Unfair Competition Law (جن,)
promulgated by the SCNPC in September 1993, as amended on November 4, 2017, April 23, 2019 and
June 27, 2025, which will come into effect as of October 15, 2025, respectively, the term “trade secrets”
refers to technical and business information that is unknown to the public, has utility, may create business
interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or
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holders. Under the PRC Anti-unfair Competition Law, business persons are prohibited from infringing
others’ trade secrets by: (1) obtaining the trade secrets from the legal owners or holders by any unfair
methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2)
disclosing, using or permitting others to use the trade secrets obtained illegally under item above; (3)
disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements
or any requirements of the legal owners or holders to keep such trade secrets in confidence; or (4)
instigate, induce or assist others to violate confidentiality obligation or to violate a rights holder’s
requirements on keeping confidentiality of commercial secrets, so as to disclose, use or allow others to use
the commercial secrets of the rights holder. If a third party knows or should have known of the
above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the
third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties
whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory
authorities may stop any illegal activities and fine infringing parties.
REGULATIONS ON ENVIRONMENTAL PROTECTION AND FIRE PREVENTION
Environment Impact Assessment
Pursuant to the Environmental Protection Law of the PRC (ج)
promulgated by the SCNPC on December 26, 1989 and amended on April 24, 2014, the Administrative
Regulations on the Environmental Protection of Construction Project (ᚐ၍ଣૢԷ) (the
“Construction Environmental Protection Rules”), promulgated by the State Council on November 29, 1998
and amended on July 16, 2017, and other relevant environmental laws and regulations, enterprises which
plan to construct projects shall submit or fill in assessment report, assessment form, or registration form
on the environmental impact of such projects to relevant environmental protection administrative authority
for approval or recording. Construction entities may entrust a technical institution to conduct an
environmental impact assessment of its construction projects and prepare the assessment reports and
assessment forms on the environmental impact of construction projects. If the construction entities have
the technical capability of environmental impact assessment, it may carry out the above activities by itself.
Pursuant to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷ᐑྤᅂᚤ൙ᄆ
جpromulgated by the SCNPC on October 28, 2002 and amended on July 2, 2016 and December 29, 2018
respectively, for any construction projects have an impact on the environment, the construction entity is
required to produce either a report, or a form, or a registration form on such environmental impact
depending on the seriousness of the impact that may be exerted on the environment.
The Construction Environmental Protection Rule also requires that upon completion of construction
for which an environmental impact report or environmental impact statement is formulated, the
constructor shall conduct an acceptance inspection of the environmental protection facilities pursuant to
the standards and procedures stipulated by the environmental protection administrative authorities of the
State Council, formulate the acceptance inspection report, and announce the acceptance inspection report
pursuant to the law except for circumstances where there is a need to keep confidentiality pursuant to the
provisions of the state. Where the environmental protection facilities have not undergone acceptance
inspection or do not pass acceptance inspection, the construction project shall not be put into production
or use.
Completion and Acceptance
The Interim Measures for Acceptance of Environmental Protection upon Completion of Construction
Projects (جwas promulgated and implemented by the former Ministry
of Environmental Protection (now the Ministry of Ecology and Environment) on November 20, 2017. The
Measures regulates the procedures and standards for environmental protection independent acceptance by
construction units upon the completion of construction projects.
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Pollutant Discharge
According to the Catalog of Classified Administration of Pollutant Discharge License for Stationary
Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019وissued by the Ministry
of Ecology and Environment on December 20, 2019, key management, simplified management and
registration management of pollutant discharge permits are implemented according to factors such as the
amount of pollutants generated, the amount of emissions, the degree of impact on the environment, etc.,
and only pollutant discharge entities that implement registration management do not need to apply for a
pollutant discharge permit.
Fire Protection Design Approval and Filing
The Fire Protection Law of the PRC (جthe “Fire Protection Law”) was
adopted on April 29, 1998 and latest amended on April 29, 2021. According to the Fire Protection Law
and other relevant laws and regulations of the PRC, the Emergency Management Authority of the State
Council and its local counterparts at or above county level shall monitor and administer the fire protection
affairs. The Fire and Rescue Department of the People’s Government are responsible for implementation.
The Fire Protection Law provides that the fire protection design or construction of construction projects
shall comply with the national technical standards for fire protection. Pursuant to the Interim Provisions
on the Administration of Fire Protection Design Review and Final Inspection of Construction Projects (ܔ
֛issued by the Ministry of Housing and Urban-rural Development
on April 1, 2020 and amended on August 21, 2023, special construction projects as defined under such
Interim Provisions shall be subject to fire protection design review and fire protection final inspection,
construction projects other than such special construction projects shall be submitted to the competent
authorities for record-filing of project fire protection design and acceptance.
REGULATION ON PRODUCTION SAFETY
Pursuant to the Production Safety Law of the PRC (جwhich was
promulgated on June 29, 2002 and amended on August 27, 2009, August 31, 2014 and June 10, 2021, a
business entity shall establish, improve and implement a production safety responsibility system and
production safety rules and systems for all employees, increase efforts to guarantee the input of funds,
materials, technology, and personnel in production safety, and improve production safety conditions.
Business entities shall provide their employees with production safety education and training to ensure
that their employees have necessary production safety knowledge, are familiar with the relevant
production safety policies and rules and safe operating procedures, possess the safe operating skills for
their respective posts, know the emergency response measures for accidents, and are informed of their
rights and obligations in production safety. Employees failing the production safety education and training
shall not take their posts.
REGULATIONS ON REAL ESTATES
Pursuant to the Land Administration Law of the PRC (جpromulgated by
the SCNPC on June 25, 1986, latest amended on August 26, 2019 and became effective on January 1, 2020,
the PRC applies a system of control over the purposes of use of land, including land for agriculture, land
for construction and unused land. All units and individuals shall use land in strict compliance with the
purposes of use defined in the overall plans for land utilization. Registration of the ownership and the right
to the use of land shall be governed by the laws and administrative regulations relating to real estate
registration and the legally registered ownership and right to the use of land shall be protected by law and
may not be infringed upon by any entities or individuals.
Pursuant to the Interim Regulations Concerning the Assignment and Transfer of the Right to the Use
of the State-owned Land in the Urban Areas (2020 Revision) (ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձᔷᜫᅲБૢԷ
(2020ࠈࡌpromulgated by the State Council on November 29, 2020, a system of assignment and transfer
of the right to use state-owned land was adopted. A land user shall pay land premiums to the state as
consideration for the assignment of the right to use a land site within a certain term, and the land user who
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obtained the right to use the land may transfer, lease out, mortgage, or otherwise commercially exploit the
land within the term of use. Under the Interim Regulations on Assignment and Transfer of the Rights to
the Use of the State-owned Urban Land, the local land administration authority may enter into an
assignment contract with the land user for the assignment of land use rights. The land user is required to
pay the land premium as provided in the assignment contracts. After paying the total amount of the
assignment fee, the land user shall go through the registration thereof, obtain the certificate for land use
to evidence the acquisition of the land use right.
The Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢԷ), promulgated by the
State Council on November 24, 2014, which was amended on March 24, 2019 and March 10, 2024, became
effective on May 10, 2024, and the Implementing Rules of the Interim Regulations on Real Estate
Registration (ۆpromulgated by the Ministry of Land and Resources on
January 1, 2016, which was amended on July 16, 2019 and May 9, 2024, provide that, among other things,
the state implements a uniform real estate registration system and the registration of real estate shall
follow the principles of strict administration, stability, continuity and convenience for the masses.
According to the Administrative Measures for Commodity House Leasing (ج)
which was promulgated by the Ministry of Housing and Urban-Rural Development on December 1, 2010
and came into effect on February 1, 2011, the parties to a commodity house lease shall complete the lease
registration with the competent construction (real-estate) departments of the municipalities directly under
the Central Government, cities and counties where the leased property is located within 30 days after the
lease is executed. The competent construction (real estate) departments of the municipalities directly under
the Central Government, cities and counties shall order the lease record filing to make corrections within
a prescribed time limit, and shall impose a fine below RMB1,000 on individuals who fail to rectify within
the specified time limit, and a fine between RMB1,000 and RMB10,000 on institutions which fail to
rectify within the specified time limit.
REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Employment
The major PRC laws and regulations that govern employment relationship are the Labor Law of the
PRC (جthe Labor Contract Law of the PRC (جthe
“Labor Contract Law”), or the Labor Contract Law and its implementation, which impose stringent
requirements on the employers in relation to entering into fixed-term employment contracts, hiring of
temporary employees and dismissal of employees.
The Labor Contract Law, which became effective on January 1, 2008, primarily aims at regulating
rights and obligations of employment relationships, including the establishment, performance and
termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts must be executed in
writing if labor relationships are to be or have been established between employers and employees.
Employers are prohibited from forcing employees to work above certain time limits and employers must
pay employees for overtime work in accordance with national regulations. In addition, employee wages
must not be lower than local standards on minimum wages and must be paid to employees in a timely
manner.
In December 2012, the Labor Contract Law was amended to impose more stringent requirements on
the use of employees of temp agencies, who are known in China as “dispatched workers.” Dispatched
workers are entitled to equal pay with full-time employees for equal work. Employers are only allowed
to use dispatched workers for temporary, auxiliary or substitutive positions. According to the Interim
Provisions on Labor Dispatch (֛promulgated by the Ministry of Human Resources and
Social Security and came into effect on March 1, 2014, the number of dispatched workers hired by an
employer may not exceed 10% of the total number of its employees. Where rectification is not made within
the stipulated period, the employers may be subject to a penalty ranging from RMB5,000 to RMB10,000
per dispatched worker exceeding the 10% threshold.
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Social Insurance
According to the Decision of the State Council on Establishing the Basic Medical Insurance System
for Urban Employees (֛which was issued on
December 14, 1998 and the Decision of the State Council on Improving the Basic Endowment Insurance
System for Enterprise Employees (֛which was issued
on December 3, 2005, all urban employers, including enterprises (including but not limited to state-owned
enterprises, collective enterprises, foreign-invested enterprises, private enterprises), government agencies,
public institutions, social organizations, private non-enterprise units and their employees, must participate
in basic medical insurance, and all urban enterprise employees, individual industrial and commercial
households and flexible employment personnel must participate in the basic pension insurance for
enterprise employees.
The Social Insurance Law of the PRC (جthe “Social Insurance Law”),
issued by the SCNPC on October 28, 2010 and last amended on December 29, 2018, the Regulations on
Occupational Injury Insurance (ᎈૢԷ) effective as of January 1, 2004 and as amended on
December 20, 2010, the Interim Measures concerning the Maternity Insurance for Enterprise Employees
(جeffective as of January 1, 1995, Unemployment Insurance Regulations ( ̰
ᎈૢԷ) effective as of January 22, 1999, have established social insurance systems of basic pension
insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity
insurance and has elaborated in detail the legal obligations and liabilities of employers who fail to comply
with relevant laws and regulations on social insurance. According to the Social Insurance Law and the
Provisional Regulations on Collection and Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБ
ૢԷ) promulgated by the State Council on January 22, 1999 and most recently amended on March 24,
2019 and effective from the same date, enterprises shall register social insurance with local social
insurance and pay or withhold relevant social insurance for or on behalf of its employees. Any employer
that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the
required contributions within a prescribed time limit and be subject to a late fee. If the employer still fails
to rectify the failure to make the relevant contributions within the prescribed time, it may be subject to
a fine ranging from one to three times the amount overdue.
On July 31, 2025, the Supreme People’s Court issued Interpretation (II) of the Supreme People’s
Court on Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (৫ᗫ
༆ᙑ(ɚ)), which took effect on September 1, 2025. It stipulates that
where the employer and the laborer agree, or the laborer promises the employer, that there is no need to
pay social insurance premiums, the people’s court shall determine that such agreement or promise is
invalid. Where the employer fails to pay social insurance premiums in accordance with the law, and the
laborer requests to terminate the labor contract and for the employer to pay economic compensation in
accordance with item (3), Article 38 of the Labor Contract Law, the people’s court shall support such claim
in accordance with the law. Where the circumstances in the preceding paragraph exist, and the employer,
after making up the social insurance premiums in accordance with the law, requests the laborer to return
the social insurance compensation already paid, the people’s court shall support such claim in accordance
with the law. This provision aims to clarify the mandatory obligation to pay social insurance premiums and
protect the legitimate rights and interests of employees as well as social public interests.
Housing Provident Fund
In accordance with the Regulations on the Administration of Housing Provident Funds (ږ
၍ଣૢԷ) promulgated by the State Council on April 3, 1999, and amended on March 24, 2002 and March
24, 2019, enterprises must register at the designated administrative centers and open bank accounts for
depositing employees’ housing provident funds. Employers and employees are also required to pay and
deposit housing provident funds, with an amount no less than 5% of the monthly average salary of the
employee in the preceding year in full and on time.
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In case of overdue payment or underpayment by employers, orders for payment within a specified
period will be made by the housing fund management center. Where employers fail to make payment
within such period, enforcement by the people’s court will be applied. In case of failure to register and
open accounts for depositing employees’ housing provident funds, the housing fund management center
shall order employers to go through the formalities within a specified period, where employers fail to do
such formalities within the prescribed time, a fine of not less than RMB10,000 nor more than RMB50,000
shall be imposed.
REGULATIONS ON FOREIGN EXCHANGE
On January 29, 1996, the State Council promulgated the Administrative Regulations on Foreign
Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which became effective on April 1, 1996 and was
amended on January 14, 1997 and August 5, 2008. Foreign exchange payments under current account
items shall, pursuant to the administrative provisions of the foreign exchange control department of the
State Council on payments of foreign currencies and purchase of foreign currencies, be made using
self-owned foreign currency or foreign currency purchased from financial institutions engaging in
conversion and sale of foreign currencies by presenting the valid document. Domestic entities and
domestic individuals making overseas direct investments or engaging in issuance and trading of overseas
securities and derivatives shall process registration formalities pursuant to the provisions of the foreign
exchange control department of the State Council.
On November 19, 2012, SAFE issued the Circular of Further Improving and Adjusting Foreign
Exchange Administration Policies on Foreign Direct Investment (ආɓӉҷආձሜ዆
ٝthe “SAFE Circular 59”), which came into effect on December 17, 2012
and was revised on May 4, 2015, October 10, 2018 and partially abolished on December 30, 2019. The
SAFE Circular 59 aims to simplify the foreign exchange procedure and promote the facilitation of
investment and trade. According to the SAFE Circular 59, the opening of various special purpose foreign
exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and
guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and
remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign
shareholders no longer require the approval or verification of SAFE, as well multiple capital accounts for
the same entity may be opened in different provinces. Later, SAFE promulgated the Circular on Further
Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment ( ᗫ
ٝin February 2015, which was partially abolished in
December 2019 and prescribed that the bank instead of SAFE can directly handle the foreign exchange
registration and approval under foreign direct investment while SAFE and its branches indirectly supervise
the foreign exchange registration and approval under foreign direct investment through the bank.
On May 10, 2013, SAFE issued the Administrative Provisions on Foreign Exchange in Domestic
Direct Investment by Foreign Investors (֛the “SAFE Circular
21”), which became effective on May 13, 2013, amended on October 10, 2018 and partially abolished on
December 30, 2019. The SAFE Circular 21 specifies that the administration by SAFE or its local branches
over direct investment by foreign investors in the PRC must be conducted by way of registration and banks
must process foreign exchange business relating to the direct investment in the PRC based on the
registration information provided by SAFE and its branches.
According to the Notice on Relevant Issue Concerning the Administration of Foreign Exchange for
Overseas Listing (ٝissued by SAFE on December 26, 2014, the
domestic companies shall register the overseas listed with the foreign exchange control bureau located at
its registered address in 15 working days after completion of the overseas listing and issuance. The funds
raised by the domestic companies through overseas listing may be repatriated to China or deposited
overseas, provided that the intended use of the fund shall be consistent with the contents of the document
and other public disclosure documents.
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According to the Notice of the State Administration of Foreign Exchange on Reforming the
Management Mode of Foreign Exchange Capital Settlement of Foreign Investment Enterprises (̮ි
ٝthe “SAFE Circular 19”) promulgated on
March 30, 2015, coming effective on June 1, 2015 and partially abolished on December 30, 2019,
foreign-invested enterprises could settle their foreign exchange capital on a discretionary basis according
to the actual needs of their business operations. Whilst, foreign-invested enterprises are prohibited to use
the foreign exchange capital settled in Renminbi (1) for any expenditures beyond the business scope of
the foreign-invested enterprises or forbidden by laws and regulations; (2) for direct or indirect securities
investment; (3) to provide entrusted loans (unless permitted in the business scope), repay loans between
enterprises (including advances by third parties) or repay RMB bank loans that have been on-lent to a third
party; and (4) to purchase real estates not for self-use purposes (save for real estate enterprises).
On October 23, 2019, SAFE promulgated the Notice on Further Facilitating Cross-border Trade and
Investment (ٝwhich became effective on the
same date (except for Article 8.2, which became effective on January 1, 2020). The notice canceled
restrictions on domestic equity investments made with capital funds by non-investing foreign-funded
enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic
accounts for the realization of assets have been removed and restrictions on the use and foreign exchange
settlement of foreign investors’ security deposits have been relaxed. Eligible enterprises in the pilot area
are also allowed to use revenues under capital accounts, such as capital funds, foreign debts and overseas
listing revenues for domestic payments without providing materials to the bank in advance for authenticity
verification on an item by item basis, while the use of funds should be true, in compliance with applicable
rules and conforming to the current capital revenue management regulations.
REGULATIONS ON TAXATION
Enterprise Income Tax (“EIT”)
According to the Enterprise Income Tax Law of the PRC (جthe “EIT
Law”), promulgated by the SCNPC on March 16, 2007, which became effective on January 1, 2008 and
was amended on February 24, 2017, December 29, 2018 and December 6, 2024, and the Implementation
Rules of the EIT Law (ૢԷ), promulgated by the State Council on
December 6, 2007, which became effective on January 1, 2008, and amended on April 23, 2019, a
domestic enterprise which is established within the PRC in accordance with the laws or established in
accordance with any laws of foreign country (region) but with an actual management entity within the PRC
shall be regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of any
income generated within or outside the PRC. A preferential EIT rate shall be applicable to any key industry
or project which is supported or encouraged by the state. High and new technology enterprises (“HNTEs”)
which are supported by the state may enjoy a reduced EIT rate of 15%.
According to the Notice of the MOF and the SA T on Implementing the Inclusive Tax Deduction and
Exemption Policies for Micro and Small Enterprises (೼
ٝduring the period from January 1, 2019 to December 31, 2021, the annual taxable
income of small low-profit enterprises that is not more than RMB1 million shall be included in its taxable
income at the reduced rate of 25% with the applicable enterprise income tax rate of 20%. According to
the Announcement on Implementation of Income Tax Incentives for Micro and Small Enterprises and
Individually-owned Businesses (ʮѓ) and the
Announcement of the State Taxation Administration on Matters Concerning the Implementation of
Preferential Income Tax Policies Supporting the Development of Small Low-Profit Enterprises and
Individual Industrial and Commercial Households (᜗ʈਠ
ʮѓ), during the period from January 1, 2021 to December 31, 2022,
the annual taxable income of a small low-profit enterprise that is not more than RMB1 million shall be
included in its taxable income at the reduced rate of 12.5%, with the applicable enterprise income tax rate
of 20%. According to the Notice of the MOF and the SA T on the Income Tax Incentives to Small and Micro
Enterprises and Privately-owned Businesses (੻೼Ꮄ
ʮѓ) and the Notice of the MOF and the SA T on the Relevant Tax and Fee Policies for Further
REGULATORY OVERVIEW
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Supporting the Development of Micro and Small Enterprises and Individual Industrial and Commercial
Households (ʮѓ), which
shall be in force from January 1, 2023 to December 31, 2027, for the annual taxable income of a small
and low-profit enterprise, the portion not exceeding RMB1 million shall be treated as 25% for the purpose
of taxable income calculation and subject to the enterprise income tax rate of 20%.
Value-Added Tax (“V AT”)
Pursuant to the Provisional Regulations of the PRC on V alue-added Tax (೼ᅲ
БૢԷ), promulgated by the State Council on December 13, 1993 and newly amended on November 19,
2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on
V alue-added Tax (ۆpromulgated by the MOF and the SA T on
December 25, 1993 and latest amended on October 28, 2011 and came into effect on November 1, 2011
(collectively, the “V A T Law”), all enterprises and individuals engaged in the sale of goods, the provision
of processing, repairing and replacement of services, and the importation of goods within the territory of
the PRC must pay value-added tax. On November 19, 2017, the State Council promulgated the Decisions
on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional
Regulations of the PRC on V alue-added Tax (ᄻ˟<ʕശɛ͏΍ձ਷ᐄุ೼ᅲБૢԷ>ҷ<ʕശɛ
೼ᅲБૢԷ>֛the “Order 691”). According to the V A T Law and Order 691, all
enterprises and individuals engaged in the sale of goods, the provision of processing, repairing and
replacement of services, sales of services, intangible assets, real property and the importation of goods
within the territory of the PRC are taxpayers of V A T and shall pay the V A T in accordance with the law
and regulation. The V A T rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the V A T
tax rate applicable to the small-scale taxpayers is 3%. The Notice of the MOF and the SA T on Adjusting
V alue-added Tax Rates (ٝwas promulgated on April 4,
2018 and came into effect on May 1, 2018. The V A T tax rates of 17% and 11% are changed to 16% and
10%, respectively. On March 20, 2019, the MOF, the SA T and the General Administration of Customs
jointly promulgated the Announcement on Policies for Deepening the V A T Reform (ࠧ
ʮѓ) (the “Notice 39”), which came into effect on April 1, 2019. Pursuant to Notice 39, the
tax rate of 16% applicable to the V A T taxable sale or import of goods shall be adjusted to 13%, and the
tax rate of 10% applicable thereto shall be adjusted to 9%.
REGULATIONS ON THE H SHARE FULL CIRCULATION
“Full Circulation” means listing and circulating on the stock exchange of the domestic unlisted
shares of an H-share listed company, including unlisted shares held by domestic shareholders prior to
overseas listing, unlisted shares additionally issued after overseas listing and unlisted shares held by
foreign shareholders. On November 14, 2019, the CSRC issued the Guidelines for the “Full Circulation”
Program for Domestic Unlisted Shares of H-share Listed Companies (H΅͡ሗ“ݴ
ஷ”ˏ) (the “Guidelines for the Full Circulation”), which was revised on August 10, 2023.
According to the Guidelines for the Full Circulation, shareholders of domestic unlisted shares may
determine by themselves through consultation the amount and proportion of shares, for which an
application will be filed for circulation, provided that the requirements laid down in the relevant laws and
regulations and set out in the policies for state-owned asset administration, foreign investment and
industry regulation are met, and the corresponding H-share listed company may be entrusted to file with
the CSRC. And domestic companies limited by shares that have not been listed may file with the CSRC
for the “Full Circulation” at the time of their initial public offering and listing overseas.
On December 31, 2019, China Securities Depository and Clearing Corporation Limited (“CSDC”)
and the Shenzhen Stock Exchange (the “SZSE”) jointly announced the Measures for Implementation of
H-share Full Circulation Business (Hٰ“ஷ”ۆthe “Measures for Implementation”). The
businesses in relation to the H-share full circulation business, such as cross-border transfer registration,
maintenance of deposit and holding details, transaction entrustment and instruction transmission,
settlement, management of settlement participants, services of nominal holders, etc. are subject to the
Measures for Implementation.
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Regulations Relating to Overseas Securities Offering and Listing
The CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and
Listing by Domestic Companies (جand five relevant
guidelines on February 17, 2023, which took effect on March 31, 2023. The Overseas Listing Trial
Measures comprehensively reformed the regulatory regime for overseas offering and listing of PRC
domestic companies’ securities, either directly or indirectly, into a filing-based system.
According to the Overseas Listing Trial Measures, the PRC domestic companies that seek to offer
and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing
procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides
that an overseas listing or offering is explicitly prohibited, if any of the following applies: (i) such
securities offering or listing is explicitly prohibited by provisions in PRC laws, administrative regulations
or relevant state rules; (ii) the proposed securities offering or listing may endanger national security as
reviewed and determined by competent authorities under the State Council in accordance with laws; (iii)
the domestic company intending to be listed or offer securities in overseas markets, or its controlling
shareholder(s) and the actual controller, have committed crimes such as corruption, bribery,
embezzlement, misappropriation of property or undermining the order of the socialist market economy
during the latest three years; (iv) the domestic company intending to be listed or offer securities in
overseas markets is currently under investigations for suspicion of criminal offenses or major violations
of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership
disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)
that are controlled by the controlling shareholder(s) and/or actual controller.
Where an issuer submits an application for initial public offering to competent overseas regulators,
filing application with the CSRC shall be submitted within three business days thereafter. Subsequent
securities offering of an issuer in the same overseas market where it has previously offered and listed
securities shall be filed with the CSRC within three business days after the offering is completed.
Subsequent securities offering and listing of an issuer in other overseas markets shall be filed as initial
public offering.
Moreover, upon the occurrence of any of the material events specified below after an issuer has
offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within
three working days after the occurrence and public disclosure of the event: (1) change of control; (2)
investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent
authorities; (3) change of listing status or transfer of listing segment; and (4) voluntary or mandatory
delisting. Where an issuer’s main business undergoes material changes after overseas offering and listing,
and is therefore beyond the scope of business stated in the filing documents, such issuer shall submit to
the CSRC an ad hoc report and a relevant legal opinion issued by a domestic law firm within three working
days after occurrence of the changes.
On February 24, 2023, the CSRC and other relevant government authorities promulgated the
Provisions on Strengthening the Confidentiality and Archives Administration of Overseas Securities
Issuance and Listing by Domestic Enterprises (၍
֛the “Provision on Confidentiality”), which took effect on March 31, 2023. Pursuant to the
Provision on Confidentiality, where a domestic enterprise provides or publicly discloses to the relevant
securities companies, securities service institutions, overseas regulatory authorities and other entities and
individuals, or provides or publicly discloses through its overseas listing subjects, documents and
materials involving state secrets and working secrets of state organs, it shall report the same to the
competent department with the examination and approval authority for approval in accordance with the
law, and submit the same to the secrecy administration department of the same level for filing. Domestic
enterprises providing accounting archives or copies thereof to entities and individuals concerned such as
securities companies, securities service institutions and overseas regulatory authorities shall perform the
corresponding procedures pursuant to the relevant provisions of the state.
REGULATORY OVERVIEW
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LA WS AND REGULATIONS RELATING TO U.S. EXPORT CONTROLS AND SANCTIONS
The U.S. export control regime regulates the export, transfer or disclosure of U.S. products,
software, and technology to non-U.S. jurisdictions and non-U.S. persons based on the nature of the product
or technology, as well as the destination, transferee, or end-use of a specific export or transfer. U.S. export
controls are implemented through a system of categorical restrictions and licensing procedures for specific
exporters, customers, and transactions.
The EAR, 15 C.F.R. § 730, et seq., establish the substantive and procedural rules for administering
U.S. export controls with respect to “dual use” items and certain military items. “Dual use” commonly
refers to any item that has both civilian applications and applications in connection with military,
terrorism, or weapons of mass destruction activities. The BIS of the Department of Commerce administers
the EAR.
Technically, the EAR governs the export of any products or technology that are not separately and
exclusively regulated by another U.S. government agency. Most notably, the export of certain military-use
items is regulated exclusively by a licensing system administered by the U.S. Department of State pursuant
to the International Traffic in Arms Regulations, 22 C.F.R. 120 et seq. (“ITAR”). The EAR also includes
certain restrictions on the conduct of U.S. persons applicable regardless of the involvement of any items
subject to the EAR. Such measures are thus similar to economic sanctions administered by the Office of
Foreign Assets Control (the “OFAC”).
Under the EAR, U.S. persons are prohibited from design, development, production, operation,
installation, maintenance (checking), repair, overhaul, or refurbishing of nuclear explosive devices,
missiles, chemical or biological weapons, military-intelligence end use or military-intelligence end user
in China, Russia, or V enezuela; or a country listed in Country Groups E:1 or E:2. Especially, U.S. persons
are required to obtain a license if they know that the items, regardless of whether they are subject to the
EAR, will be exported, reexported, or transferred to be used in the development or production of
Advanced-node ICs at a facility headquartered in, or whose ultimate parent company is headquartered in,
either Macau or a destination specified in Country Group D:5 (including China). The U.S. jurisdiction
applies to goods, software and technology that are subject to the EAR and located anywhere in the world
as described in §734.3 of the EAR. The EAR applies to all items (i.e., commodities, software, and
technology) “subject to the EAR,” which includes not just U.S.-made items or items physically in the
United States, but also to certain foreign-made commodities.
Under the “de minimis” rules, non-U.S. products incorporating more than a specified percentage of
controlled U.S. content are still considered subject to the EAR. Under the foreign direct product rule,
non-U.S. products made with certain U.S. origin plant and technology (such as certain U.S. semiconductor
manufacturing equipment) are also subject to the EAR. Therefore, U.S. persons and foreign persons
(including foreign companies) must determine if their items are subject to the EAR.
The EAR applies to a broad range of “items” including tangible commodities, technology, and
software manufactured in the U.S. (as well as non-U.S. products within U.S. territory). The EAR covers
not only sensitive products and technology (to be controlled due to the intrinsic sensitivity), but also most
non-sensitive products and technology (to be controlled with respect to transfers to sensitive destinations,
end-users, or end-uses). Intrinsically sensitive or strategic goods or technology are typically designated by
an Export Control Classification Number (“ECCN”), while non-sensitive products subject to the EAR are
generally designated as EAR-99. Depending on the destination country, end-user, and the item’s ECCN,
exporting or re-exporting an item subject to the EAR may require a U.S. export license unless a license
exception was available. License applications would be subject to review under varying policies (e.g.,
presumption of approval, presumption of denial, or a case-by-case review) as further described in the
EAR.
The BIS publishes multiple lists of entities and individuals subject to licensing requirements and
other restrictions on transactions involving products subject to the EAR. The Entity List is a catalogue of
individuals and entities subject to specific licensing requirements for the export, re-export or transfer of
REGULATORY OVERVIEW
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certain products and technology subject to the EAR. The Entity List identifies the specific licensing
requirements. The BIS licensing policy for many entities is a presumption of denial of any licensing
request. The EAR specifies 10 general prohibitions, including the prohibition of exporting controlled items
subject to the EAR to sanctioned countries, exporting items subject to the EAR without a proper license,
transferring the items to prohibited end-uses or end-users, or participating in any subsequent transactions
involving items transferred in violation of the EAR. In particular, in October 2022, the BIS issued an
interim final rule (the “BIS October 2022 IFR”) requiring license for exports, re-exports, or transfers of
any item subject to the EAR when there is “knowledge” that the item is destined for end use in the
development or production of integrated circuits at a fab in China that fabricates integrated circuits
meeting certain criteria. On December 2, 2024, the BIS issued an interim final rule (the “BIS December
2024 IFR”) and a final rule (the “BIS December 2024 IFR”), which expanded controls in the EAR on
advanced computing and semiconductor manufacturing items. On January 16, 2025, the BIS issued an
Interim Final Rule (the “DD IFR”) imposing new due diligence requirements on “front-end fabricators”
and “Outsourced Semiconductor Assembly and Test” (“OSA T”) companies involved in the processing of
certain “applicable advanced logic integrated circuits” produced using the “16/14 nanometer node” or
below or using a non-planar transistor architecture.
Under the DD IFR, when a “front-end fabricator” or “OSA T” company seeks to export, reexport, or
transfer an “applicable advanced logic integrated circuit,” there is a presumption that the item is subject
to certain licensing requirements.
As none of the products the Group has designed or produced during the Track Record Period or that
it currently plans to design or produce meet the definition of “applicable advanced logic integrated
circuits,” the diligence requirements and presumptions of licensing requirements established by the DD
IFR do not apply to the Company as advised by our International Sanctions Legal Advisor, and the
implementation of the DD IFR does not have any material impact on the Company’s operations.
U.S. economic sanctions are foreign policy measures intended to influence the conduct or
capabilities of foreign governments, individuals, businesses, and non-state actors (“targets”) by restricting
their international commercial and financial activities. The U.S. sanctions policy is principally determined
by the executive branch of the U.S. federal government under the direction of the President of the United
States. The OFAC within the Treasury Department has primary responsibility for administering and
enforcing U.S. economic sanctions. The legislative authority for U.S. economic sanctions derives from
statutes adopted by the U.S. Congress authorizing (or mandating) the imposition of sanctions by the
executive branch. The International Emergency Economic Powers Act (“IEEPA”) is the primary legal
authority for virtually all existing OFAC sanctions. The President of the United States has broad authority
under IEEPA to direct OFAC to implement a wide range of economic measures to advance U.S. foreign
policy and national security objectives. U.S. sanctions are implemented through Executive Orders issued
by the President of the United States pursuant to IEEPA, other statutes, directives issued by the Secretary
of the Treasury, in consultation with the Secretary of State, and/or designations of individuals and entities
on sanctions lists by OFAC. Executive Orders may prescribe detailed measures against specific targets, or
delegate implementation to OFAC. U.S. sanctions can change with immediate effect through Executive
Orders and amendments to OFAC regulations.
Most OFAC sanctions are primary sanctions prohibiting U.S. persons from engaging in restricted
activities involving sanctions targets identified based on their connection to conduct adverse to U.S.
interests. Several U.S. sanctions programs specifically authorize secondary sanctions on third-country
entities in connection with Iran, North Korea, Syria, Cuba, Russia, etc., without any U.S. nexus.
Implementing authorities may select from a “menu” of penalties to be imposed on the target (or its
government). Non-U.S. persons (such as the Company) risk being subject to U.S. secondary sanctions
under sanctions programs administered by OFAC based on certain activities involving sanctioned targets
and sanctioned countries.
During the Track Record Period, we did not have any direct sales to the U.S. and has no current
intention to, in the near future, directly sell any products to the U.S. Therefore, the impact of U.S. tariff
on our business, results of operations and future prospects is not material.
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LA WS AND REGULATIONS RELATING TO U.S. EXECUTIVE ORDER 14105 AND ITS
IMPLEMENTING REGULATIONS THAT PROHIBIT AND REQUIRE NOTIFICATION BY U.S.
PERSONS FOR CERTAIN INVESTMENTS
On October 28, 2024, the Treasury Office of Investment Security published a final rule establishing
new regulatory controls on certain technology-related investments by U.S. persons in or related to the
People’s Republic of China, Hong Kong and Macau (“countries of concern”).
Although the OIR is not general regarded as a conventional economic sanctions law, the restrictions
on investment activities by U.S. persons have similar effects to certain sanctions measures.
The OIR, which became effective on January 2, 2025, implements Executive Order 14105 (the
“Outbound Investment Order”) “Addressing United States Investments in Certain National Security
Technologies and Products in Countries of Concern” (August 9, 2023).
The OIR applies to U.S. persons engaging in a “covered transaction” involving a “covered foreign
person” that engages in certain “covered activities.” Depending on the nature of the “covered activity,” a
covered transaction may be prohibited (prohibited transactions) or require notification to Treasury
(notifiable transactions).
Covered activity encompasses activities referred to in the definition of “prohibited transactions” and
“notifiable transactions” and includes research, development, or manufacturing involving “covered
national security technologies and products,” which are sensitive technologies and products in the
semiconductors and microelectronics, quantum information technologies, and AI sectors that have
military, intelligence, surveillance, or cyber-enabled capabilities.
Generally, activities and technology that are deemed to present the most acute national security
concerns are prohibited, while other designated activities are subject to notification requirements.
The OIR also defines “excepted transactions” which are excluded from the scope of “covered
transactions” and provides for a mechanism for the Secretary of Treasury to exempt certain covered
transactions from the rule on a case-by-case basis.
The Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), which
was part of the FY 2025 National Defense Authorization Act, was signed by President Trump and became
law on December 18, 2025. The COINS Act requires the Treasury to issue regulations revising the OIR
within 450 days.
The COINS Act expands the current control scope and the applicable exceptions under the current
OIR.
In addition to the three sectors (advanced semiconductors and microelectronics, artificial
intelligence systems, and quantum information technologies) already included in the definition of covered
activities in the OIR, the COINS Act covers five sectors, including high-performance computing,
supercomputing, and hypersonic systems. The legislation also authorizes the Treasury to designate
additional technologies in the future, either on its own initiative or at the request of the relevant
congressional committees.
The country scope is expanded to include Russia, Iran, North Korea, Cuba, and V enezuela, in
addition to China, Hong Kong, and Macau.
The COINS Act currently has no immediate effect on the above OIR analysis, as the OIR remains
in effect until the Treasury issues new regulations within 450 days of December 18, 2025.
REGULATORY OVERVIEW
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OVERVIEW
We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor
chips. We are the third largest automotive wireless sensor SoC company globally and the largest
automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S
report.
Our Company was founded in the PRC in March 2015 by Dr. Li and Mr. Li, our founders, executive
Directors and members of our Single Largest Group of Shareholders, under the name of Ningbo SENASIC
Electronics Technology Co., Ltd. (ت
⑏ʮ̡). Dr. Li, our executive Director, chairman
of the Board and the chief executive officer, together with Mr. Li, our executive Director, have led the
overall operations and management of our Group since our establishment. See “Directors and Senior
Management—Directors—Executive Directors” for the biographical details of Dr. Li and Mr. Li. Since our
establishment, we have attracted many reputable sophisticated investors to invest in our Company such as
Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao, Huaxin
Chuangyuan, Shangqi Capital and Geely. See “—Pre-IPO Investments” for details. In August 2019, we
renamed as Nanjing Yingruichuang Electronics Co., Ltd. (ʮ̡). In November
2024, our Company was converted into a joint stock company with limited liability and renamed as
SENASIC Electronics Technology Co., Ltd. (
⑏Ҧ(Ϫᘽ)ʮ̡).
During the Track Record Period and up to the Latest Practicable Date, Dr. Li and Mr. Li have acted
in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li
and Mr. Li have jointly controlled approximately 32.25% of our total issued share capital comprising the
following: (i) approximately 10.48% and 4.17% of our total issued share capital directly held by Dr. Li
and Mr. Li, respectively; (ii) approximately 9.10% and 7.63% of our total issued share capital held by
Shanghai Chuangyingrui and Shanghai Ruixinchuang, both being our ESOP Platforms and controlled by
Dr. Li; and (iii) approximately 0.87% of our total issued share capital held by Gongqingcheng SENASIC,
being managed by Shanghai Y aojun Management Consulting Co., Ltd. (ʮ̡)
(“Shanghai Y aojun”), a holding company wholly-owned by Dr. Li. Immediately following completion of
the Global Offering, without taking into account any Shares that may be issued upon exercise of the
Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li, Mr. Li, Shanghai
Chuangyingrui, Shanghai Ruixinchuang, Gongqingcheng SENASIC and Shanghai Y aojun will jointly
control approximately 27.71% of the total enlarged issued share capital of our Company. See
“Relationship with Our Single Largest Group of Shareholders” for more information.
BUSINESS MILESTONES
The following table illustrates our major business milestones:
Y ear Milestone
2015 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We were established as a limited company under the name of Ningbo
SENASIC Electronics Technology Co., Ltd. (ت⑏ʮ
̡).
2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the first domestically designed
TPMS SoCs for automotive OEM.
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the USI SoCs.
We commenced massive production of the world’s first BPS.
We expanded our business into new energy industry.
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We achieved massive production of five million units of TPMS SoCs and
one million units of USI SoCs installed in automotive OEM vehicles.
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Y ear Milestone
We launched shipments of BPS SoCs for automotive OEM.
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We completed our financing led by Mixed Reform Fund and reputable
industrial investors with a total proceeds of over RMB500 million.
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our annual shipments of automotive-grade chips reached over 70 million
units.
We commenced massive production of BLE TPMS for automotive OEM
and ultrasonic sensing chips.
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our wireless BMS SoCs.
We commenced massive production of ultrasonic sensing chips.
We entered into business cooperation with a globally leading automotive
technology supplier.
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY DURING THE TRACK RECORD
PERIOD
Incorporation of Our Company
On March 19, 2015, our Company was established as a limited liability company under the laws of
the PRC by Dr. Li and Mr. Li with a registered capital of RMB1.0 million. Upon incorporation, our
Company was owned by Dr. Li and Mr. Li as to 75.00% and 25.00%, respectively.
Pre-IPO Investments
To fund our strategic growth and broaden our shareholder base, we have conducted several rounds
of Pre-IPO investments since the incorporation of our Company. See “—Pre-IPO Investments” for details.
Establishment of ESOP Platforms
In recognition of the contributions of our key employees and to incentivize them to further promote
our development, we adopted the 2015 Employee Incentive Scheme in December 2015 and established
Shanghai Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms.
Shanghai Chuangyingrui was established as a limited partnership under the laws of the PRC on
December 16, 2021 and controlled by Dr. Li. As of the Latest Practicable Date, Shanghai Chuangyingrui
directly held approximately 9.10% equity interest in our Company. Shanghai Ruixinchuang was
established as a limited partnership under the laws of the PRC on May 3, 2017 and controlled by Dr. Li.
As of the Latest Practicable Date, Shanghai Ruixinchuang directly held approximately 7.63% equity
interest in our Company.
For further details of our 2015 Employee Incentive Scheme and the Grantees thereunder, see the
section headed “1. Further Information about Our Company—F. Employee Incentive Schemes” in
Appendix IV to this prospectus.
Acquisition of Gainsil
In March 2022 and October 2022, we acquired 100% equity interests of Gainsil. See “—Major
Acquisitions and Disposals” for details.
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Conversion into A Joint Stock Company
On October 23, 2024, our then Shareholders, being our promoters, passed resolutions approving,
among others, the conversion of our Company into a joint stock company with limited liability under the
laws of the PRC. In accordance with an audit report of our Company issued by an independent accountant,
as of July 31, 2024, the audited net asset value of our Company was RMB554,832,000, among which,
RMB15,811,430 was converted into 15,811,430 Shares with a nominal value of RMB1.00 each and the
remaining RMB530,724,278.20 was converted into capital reserve. Our Shares upon conversion were
subscribed for by our then Shareholders in proportion to their respective equity interest in our Company
immediately before the conversion. The joint stock conversion was completed on November 7, 2024.
Share Subdivision
In August 2025, the sub-division of the Shares with nominal value of RMB1.00 each on the basis of
one to twenty (20) with nominal value of RMB0.05 each is completed. After such share sub-division, the
number of total issued Shares of the Company has been changed to 325,634,820 Shares. See
“—Capitalization of Our Company” for details of our shareholding structure after the share subdivision.
CAPITALIZATION OF OUR COMPANY
The following table sets forth our shareholding structure as of the Latest Practicable Date and
immediately upon the Listing:
Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Single Largest Group of
Shareholders and Connected
Person
(1)
Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,130,460 10.48 34,130,460 9.00
Shanghai Chuangyingrui /H1100/H1100/H110029,631,720 9.10 29,631,720 7.82
Shanghai Ruixinchuang /H1100/H1100/H1100/H110024,838,700 7.63 24,838,700 6.55
Gongqingcheng SENASIC /H1100/H11002,830,980 0.87 2,830,980 0.75
Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,586,460 4.17 13,586,460 3.58
Gongqingcheng
Yingruichuang Investment
Partnership (Limited
Partnership) (ቚ௴
ҳ༟ΥྫΆุ(Υྫ))
(“Gongqingcheng
Yingruichuang”)
(3) /H1100/H1100/H1100/H1100/H1100/H1100/H11006,388,320 1.96 6,388,320 1.69
Pre-IPO Investors and Other
Shareholders (2)
China State-owned Enterprise
Mixed Ownership Reform
Fund Co., Ltd. ( ʕ਷਷ϞΆ
ࠢ
ʮ̡) (“Mixed Reform
Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,701,600 6.05 19,701,600 5.20
Hangzhou Chuangqian
Investment Partnership
(Limited Partnership) (؄
ψ௴৻ҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“Jingwei”) /H1100/H1100/H1100/H1100/H1100/H110019,547,160 6.00 19,547,160 5.16
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Chendao:
– Changjiang Chendao
(Hubei) New Energy
Industry Investment
Partnership (Limited
Partnership) (Ϫો༸
(ಳ̏)อঐ๕ପุҳ༟
ΥྫΆุ(Υྫ))
(“Changjiang
Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,294,100 2.55 8,294,100 2.19
– Yibin Lvneng Equity
Investment Partnership
(Limited Partnership)
(ᛆҳ༟Υ
ྫΆุ(Υྫ))
(“Yibin Lvneng”) /H1100/H1100/H1100/H11005,182,380 1.59 5,182,380 1.37
– Yibin Chendao New
Energy Industry Equity
Investment Partnership
(Limited Partnership)
(Ⴗો༸อঐ๕ପุ
ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“Yibin
Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64
China V enture Capital Xinzhi
Equity Investment Fund
(Guangzhou) Partnership
(Limited Partnership) (ࠬ
ږ(ᄿψ)
ΥྫΆุ(Υྫ))
(“CVC”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,109,340 4.33 14,109,340 3.72
Qingdao Huaxin Chuangyuan
V enture Capital Center
(Limited Partnership) (ࢥڡ
௴ุҳ༟ʕː(Ϟ
Υྫ)) (“Huaxin
Chuangyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,039,300 3.70 12,039,300 3.18
C&D Investment
– Xiamen Jianfa
Emerging Industry
Equity Investment No.
16 Partnership
(Limited Partnership)
(ٰ
௔໮ΥྫΆุ
(Υྫ)) (“Jianfa
Emerging Industry”) /H1100/H11005,934,880 1.82 5,934,880 1.57
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
– Xiamen Jianfa
Changrong No. 2
Equity Investment
Partnership (Limited
Partnership) (೯
ᛆҳ༟Υྫ
Άุ(Υྫ))
(“Jianfa Changrong”,
together with Jianfa
Emerging Industry,
“Jianfa Investment”) /H1100/H11001,978,300 0.61 1,978,300 0.52
Shangqi Capital:
– Qingdao Shangqi
Huizhu Zhanxin
Industry Investment
Fund Partnership
(Limited Partnership)
(☃ිᛟ኷อପ
ΥྫΆุ
(Υྫ)) (“Shangqi
Huizhu”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,091,540 0.95 3,091,540 0.82
– Foshan Shangqi Delian
Automotive Equity
Investment Partnership
(Limited Partnership)
(ٰ
ᛆҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“Shangqi
Delian”)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,478,480 0.76 2,478,480 0.65
– Ningbo Meishan
Bonded Port Zone
Jiechuang Equity
Investment Partnership
(Limited Partnership)
(೼ಥਜઠ
ᛆҳ༟ΥྫΆุ
(Υྫ)) (“Ningbo
Jiechuang”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,239,240 0.38 1,239,240 0.33
Geely Gongchuang No. 5
Investment (Tianjin)
Partnership (Limited
Partnership) ( Λл΍௴ͼ໮
ҳ༟(ݵ)ΥྫΆุ(Υ
ྫ)) (“Geely”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,767,040 2.08 6,767,040 1.79
Hai Feng Investment Holding
Limited (“Hai Feng
Investment”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,963,160 6.44 20,963,160 5.53
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Shenzhen Nanshan Hongtai
Equity Investment Fund
Partnership (Limited
Partnership) (ʆᒿइ
ΥྫΆุ(Ϟ
Υྫ)) (“Nanshan
Hongtai”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,747,660 3.91 12,747,660 3.36
Jiyuan Capital:
– Suzhou Jiyuan Haoyue
V enture Capital
Partnership (Limited
Partnership) (๕
ೱ˜௴ุҳ༟ΥྫΆุ
(Υྫ)) (“Jiyuan
Haoyue”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,656,320 1.74 5,656,320 1.49
– Suzhou Jiyuan
Haoyuan V enture
Capital Partnership
(Limited Partnership)
(๕ೱʩ௴ุҳ
༟ΥྫΆุ(Υྫ))
(“Jiyuan Haoyuan”) /H1100/H1100/H11004,194,480 1.29 4,194,480 1.11
Guangfa Xinde:
– Zhuhai Gejin Guangfa
Xinde Phase III
Technology V enture
Capital Fund (Limited
Partnership) (ږࣸ
Ҧ௴ุ
ږ(Υྫ))
(“Zhuhai Xinde”) /H1100/H1100/H1100/H11004,478,300 1.38 4,478,300 1.18
– Dongguan Guangfa
Xinde Phase I
Technology V enture
Investment Partnership
(Limited Partnership)
(߅
Ҧ௴ุҳ༟ΥྫΆุ
(Υྫ))
(“Dongguan Xinde”) /H1100/H11002,786,500 0.86 2,786,500 0.74
Ningbo Meishan Bonded Port
Area Cenyou V enture
Capital Partnership
(Limited Partnership) (ت
೼ಥਜҊС௴ุҳ༟
ΥྫΆุ(Υྫ))
(“Ningbo Cenyou”) /H1100/H1100/H1100/H1100/H11006,143,760 1.89 6,143,760 1.62
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Gongqingcheng Changshun
Zhiying V enture Capital
Partnership (Limited
Partnership) (ഭ౽
ᙊ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“Changshun
Zhiying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,260,260 1.62 5,260,260 1.39
Shanghai Pudong Haiwang
Integrated Circuit Industry
Private Equity Fund
Partnership (Limited
Partnership) (ऎૐ
Υྫ
Άุ(Υྫ)) (“Haiwang
Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,925,400 1.51 4,925,400 1.30
Shanghai Baolong
Automotive Corporation
(΅Ϟ
ʮ̡) (“Baolong
Automotive”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,824,900 1.48 4,824,900 1.27
GAC Investment:
– Guangdong Guangqi
Y uexiu Zhiyuan
Industrial Investment
Fund Partnership
(Limited Partnership)
(ᄿຩ൳Ӹ౽๕ପ
ΥྫΆุ
(Υྫ)) (“Guangqi
Y uexiu”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61
– Guangdong Guangqi
Zhiyuan No. 6 Equity
Investment Partnership
(Limited Partnership)
(ٰ
ᛆҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“Guangqi
Zhiyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61
Mr. Zhou Y ongsen ( մ͑ಌ) /H11004,625,580 1.42 4,625,580 1.22
Mr. Ying Ting (࣎)H1100/H1100/H1100/H1100/H1100/H11004,485,180 1.38 4,485,180 1.18
Nanjing Jinti V enture Capital
Partnership (Limited
Partnership) (᜗௴ุ
ҳ༟ΥྫΆุ(Υྫ))
(“Nanjing Jinti”) /H1100/H1100/H1100/H1100/H1100/H1100/H11004,304,520 1.32 4,304,520 1.14
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Ma’anshan Huachun Baoxin
Zhixin Equity Investment
Partnership (Limited
Partnership) (ڭ
ᛆҳ༟ΥྫΆุ
(Υྫ)) (“Huachun
Baoxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,135,420 0.96 3,135,420 0.83
Zhuhai Huajin:
– Zhuhai Huajin Lingyi
Emerging Technology
Industry Investment
Fund (Limited
Partnership) (ږ
Ҧପุҳ༟
ږ(Υྫ))
(“Huajin Lingyi”) /H1100/H1100/H1100/H11003,092,880 0.95 3,092,880 0.82
– Zhuhai Huajin
Shangying No. 7
Equity Investment
Fund Partnership
(Limited Partnership)
(ٰ
ΥྫΆุ
(Υྫ)) (“Huajin
Shangying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,540 0.01 42,540 0.01
Beijing Guoqi Intelligent
Connected V ehicle Industry
Investment Center (Limited
Partnership) ( ̏ԯ਷ӛ౽ঐ
ၣᑌӛԓପุҳ༟ʕː(Ϟ
Υྫ)) (“CICVC”) /H1100/H1100/H1100/H1100/H11002,955,240 0.91 2,955,240 0.78
Fibonacci V enture Capital:
– Shenzhen Huiyue
Growth Investment
Fund Enterprise
(Limited Partnership)
(ҳ༟
Άุ(Υྫ))
(“Shenzhen Huiyue”) /H11002,220,360 0.68 2,220,360 0.59
– Shenzhen Tianhui
Growth Investment
Fund Enterprise
(Limited Partnership)
(ҳ༟
Άุ(Υྫ))
(“Shenzhen Tianhui”) /H1100 634,380 0.19 634,380 0.17
Shihezi Mingzhao Equity
Investment Management
Co., Ltd. (ٰ
ʮ̡)
(“SANY”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,813,580 0.86 2,813,580 0.74
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Shareholder
Number of
Shares as of the
Latest
Practicable
Date
Approximate
ownership
percentage as of
the Latest
Practicable
Date
Number of
Shares upon the
Listing (4)
Approximate
Ownership
percentage
upon the
Listing (4)
(%) (%)
Qufu Tianbo Investment Co.,
Ltd. (ʮ
̡) (“Qufu Tianbo”) /H1100/H1100/H1100/H1100/H11002,577,780 0.79 2,577,780 0.68
Hainan Shuangyi Hengrun
Investment Partnership
(Limited Partnership) (ی
ᕐɓፅᆗҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“Shuangyi
Hengrun”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64
Ningbo Meishan Bonded Port
Area Thriving V enture
Capital Partnership
(Limited Partnership) (ت
೼ಥਜ൴ጳ௴ุҳ༟
ΥྫΆุ(Υྫ)
(“Thriving Capital”) /H1100/H1100/H1100/H1100/H1100829,380 0.25 829,380 0.22
Shanghai Changshun Jianye
Consulting Management
Co., Ltd. (ุፔ
ʮ̡)
(“Changshun Jianye”) /H1100/H1100/H1100/H1100486,840 0.15 486,840 0.13
Ms. Xu Jianming (׼ܔࢱ)H1100/H1100122,880 0.04 122,880 0.03
Suzhou Junwang Chuangxin
No. 2 Investment
Partnership (Limited
Partnership) (ڃ
൩໮ҳ༟ΥྫΆุ(Υ
ྫ)) (“Junwang
Chuangxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110088,680 0.03 88,680 0.02
Other public Shareholders /H1100/H1100 – – 53,407,000 14.09
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 100.0 379,041,820 100.00
(1) See “Relationship with Our Single Largest Group of Shareholders” for details.
(2) See “—Pre-IPO Investments” for details.
(3) Gongqingcheng Yingruichuang is a limited partnership and established under the laws of the PRC and controlled and
managed by its general partner, Shanghai Y aoxu Management Consulting Co., Ltd. (ʮ̡), a
wholly-owned subsidiary of Ms. Xu Hongru, our executive Director. Save for Mr. Zhang Zhicai ( ੵ౽ʑ), a director
of Gainsil, holds approximately 31.29% partnership interests in Gongqingcheng Yingruichuang, none of the remaining
five limited partners holds more than 30% partnership interests therein.
(4) The relevant percentage is calculated without taking into account of any Shares that may be issued upon exercise of
the Overallotment Option or the options under the 2026 Pre-IPO Share Option Scheme.
CONCERT PARTY ARRANGEMENT
To formalize their cooperation as Shareholders in achieving the shared goals and objective of our
Group, Dr. Li and Mr. Li entered into the concert party agreement in October 2020, which was renewed
in August 2025. See “Relationship with Our Single Largest Group of Shareholders” for further details of
the concert party agreement. Dr. Li and Mr. Li, by entering into these agreements, confirmed and agreed
that they have been acting in concert, and will act in concert when exercising their shareholder rights as
Shareholders of our Company until termination of the concert party agreement by mutual consent. As of
the Latest Practicable Date, Dr. Li and Mr. Li jointly controlled and was interested in approximately 32.25
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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% of total issued share capital of our Company, and will hold approximately 27.71% of our enlarged total
issued share capital immediately following the completion of the Global Offering (without taking into
account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026
Pre-IPO Share Option Scheme). Therefore, upon Listing, they will constitute our Single Largest Group of
Shareholders. See “Relationship with Our Single Largest Group of Shareholders” for further details.
OUR PRINCIPAL SUBSIDIARIES
The following entities were our subsidiaries which made a material contribution to our results of
operation during the Track Record Period.
Name
Place of
incorporation
Date of
incorporation Shareholding
Principal business
activities
Shanghai SENASIC /H1100/H1100/H1100/H1100PRC January 9, 2019 100% Design, research,
development and
sales of chips
products
Gainsil /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC September 30,
2016
100% Design, research,
development and
sales of chips
products
MAJOR ACQUISITIONS AND DISPOSALS
Acquisition of 100% Equity Interest in Gainsil
On March 1, 2022, our Company entered into an equity transfer agreement with Kelong Fine
Chemical, Inc. (ʮ̡), whose shares are listed on the Shenzhen Stock
Exchange (Stock code: 300405) (“Kelon Fine Chemical”), pursuant to which our Company agreed to
acquire 51.00% equity interest in Gainsil at a consideration of RMB59.70 million. On the same day, our
Company entered into separate agreements with Mr. Zhang Zhicai ( ੵ౽ʑ) and Mr. Jiang Y ujun (ڲ)
to acquire 17.54% and 8.36% equity interest in Gainsil at considerations of approximately RMB29.24
million and RMB13.94 million, respectively. The considerations for the acquisition were determined after
arm’s length negotiations with reference to, among other things, the business performance and prospects.
The above equity transfers were completed on May 26, 2022. Immediately upon completion of the
acquisition, our Company held 76.90% equity interest in Gainsil and its financial results were consolidated
into our accounts.
In October 2022, our Company further acquired 11.10%, 5.00%, 5.00%, and 2.00% equity interest
in Gainsil from Shanghai Y urong Electronic Technology Service Department (ਕ௅)
(“Shanghai Y urong”), Shenzhen Huaqiou Electronics Co., Ltd. (ʮ̡) (“Shenzhen
Huaqiou”), Shenzhen Jialichuang Investment Co., Ltd. (ʮ̡) (“Shenzhen
Jialichuang”), and Shanghai Chansheng Semiconductor Technology Co., Ltd. (ࠢ
ʮ̡) (“Shenzhen Chansheng”), respectively, at considerations of RMB11.10 million, RMB5.00 million,
RMB5.00 million, and RMB2.00 million, respectively. The considerations for the acquisition were
determined after arm’s length negotiations with reference to, among other things, the business
performance and prospects of Gainsil, as well as the synergy brought to our development after such
acquisitions. The above equity transfer was completed on October 14, 2022. Immediately upon completion
and as at the Latest Practicable Date, our Company held 100% equity interest in Gainsil.
To the best knowledge of our Directors, all of the above transferors and their respective ultimate
beneficial owners were Independent Third Parties at the time of the acquisition.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Gainsil is engaged in design, research and development and sales management of analog and mixed
signal integrated circuits in the PRC. Our Directors are of the view that the acquisitions have enhanced
our technological capabilities and product offerings in the semiconductor sector, and consider that the
terms of the acquisitions were fair and reasonable and in the interests of our Company and our
Shareholders as a whole.
As advised by our PRC Legal Advisor, the equity transfers and increases in the registered capital in
respect of our Company as described above have been completed and settled, and all material regulatory
approvals, registrations or filings have been granted in accordance with PRC laws and regulations.
PRE-IPO INVESTMENTS
To fund our strategic growth and broaden our shareholder base, we have conducted several rounds
of Pre-IPO investments since the incorporation of our Company. The following sets forth details of our
Pre-IPO investments:
Principal Terms of the Pre-IPO Investments
The table below summarizes the principal terms of the pre-IPO investments:
Name of Pre-IPO Investor(s)
Date of
agreement
Date of
settlement
Registered
capital of our
Company
subscribed
for/acquired Consideration
Cost per
Share
paid (2)(3)
Discount to
the Offer
Price (4)
(RMB) (RMB) (RMB) (%)
Angel Investments (Pre-money valuation: RMB19 million; Post-money valuation: RMB27 million (1))
Ningbo Jiakaisheng
Investment Partnership
(Limited Partnership) ( ྐྵ
ྗ௱ସҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“Jiakaisheng”) /H1100
August 31,
2015
November 25,
2016
8,000,000 8,000,000 0.02 99.87
May 18, 2017 December 26,
2017
240,000 7,800,000 0.54 96.62
Series A Investments (Pre-money valuation: RMB85 million; Post-money valuation: RMB105 million
(1))
Huaxin Chuangyuan /H1100/H1100/H1100/H1100June 20, 2017 July 24, 2017 207,088 12,230,000 0.98 93.86
Shihezi Mingzhao Gongying
V enture Capital
Partnership (Limited
Partnership )(׼
๫΍ᙊ௴ุҳ༟ΥྫΆุ
Υྫ) (“SANY
Gongying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
June 20, 2017 July 9, 2017 131,568 7,700,000 0.98 93.86
Series B Investments (Pre-money valuation: RMB230 million; Post-money valuation: RMB280 million
(1))
Equity subscription in
August 2018
Huaxin Chuangyuan /H1100/H1100/H1100/H1100August 5,
2018
September 20,
2018
45,843 5,928,022 2.16 86.48
Nanshan Hongtai /H1100/H1100/H1100/H1100/H1100/H1100August 5,
2018
August 24,
2018
231,999 30,000,000 2.16 86.48
Shenzhen Huiyue /H1100/H1100/H1100/H1100/H1100/H1100August 5,
2018
August 15,
2018
90,221 11,666,667 2.16 86.48
Shenzhen Tianhui /H1100/H1100/H1100/H1100/H1100/H1100August 5,
2018
August 14,
2018
25,778 3,333,333 2.16 86.48
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Name of Pre-IPO Investor(s)
Date of
agreement
Date of
settlement
Registered
capital of our
Company
subscribed
for/acquired Consideration
Cost per
Share
paid (2)(3)
Discount to
the Offer
Price (4)
(RMB) (RMB) (RMB) (%)
Equity transfer in March 2019 (6)
Qufu Tianbo /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 25,
2019
January 29,
2019
42,963 5,000,000 1.94 87.85
Series B+ Investments (Pre-money valuation: RMB450 million; Post-money valuation: RMB520 million (1))
Equity subscription in April
2019
Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100April 6, 2019 April 26, 2019 355,745 70,000,000 3.28 79.46
Series C Investments (Pre-money valuation: RMB620 million; Post-money valuation: RMB783 million (1))
Equity subscription in October 2020
Hai Feng Investment /H1100/H1100/H1100/H1100October 15,
2020
November 26,
2020
322,547 70,000,000 3.62 77.33
Changjiang Chendao /H1100/H1100/H1100/H1100October 15,
2020
October 22,
2020
138,235 30,000,000 3.62 77.33
Nanjing Jinti /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15,
2020
December 30,
2020
138,235 30,000,000 3.62 77.33
Thriving Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15,
2020
October 22,
2020
13,823 3,000,000 3.62 77.33
Equity transfer in October 2020
(5)
Ningbo Cenyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 29,
2020
November 3,
2020
102,396 20,000,000 3.26 77.33
Equity subscription in December 2020
Baolong Automotive /H1100/H1100/H1100/H1100December 1,
2020
January 15,
2021
138,235 30,000,000 3.62 77.33
Series C+ Investments (Pre-money valuation: RMB2,000 million; Post-money valuation: RMB2,121 million (1))
Equity transfer in 2021
Shanghai Guoce Green
Technology Manufacturing
Private V enture Capital
Partnership (Limited
Partnership) ( ɪऎ਷ഄၠ
ږ
ΥྫΆุ(Υྫ))
(7)
(“Guoce Investment”) /H1100/H1100/H1100
December 30,
2021
January 28,
2022
78,351 30,000,141 6.38 60.05
Jiaxing Xingxin Equity
Investment Partnership
(Limited Partnership) ( ྗ
ᛆҳ༟ΥྫΆุ
(Υྫ), formerly
known as Huzhou Xingxin
Equity Investment
Partnership (Limited
Partnership) (௴
ุҳ༟ΥྫΆุ(Υ
ྫ)))
(8) (“Jiaxing
Xingxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
December 30,
2021
February 21,
2022
22,549 9,999,770 7.39 53.73
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investor(s)
Date of
agreement
Date of
settlement
Registered
capital of our
Company
subscribed
for/acquired Consideration
Cost per
Share
paid (2)(3)
Discount to
the Offer
Price (4)
(RMB) (RMB) (RMB) (%)
Ningbo Jiechuang (9) /H1100/H1100/H1100/H1100/H1100December 30,
2021
February 28,
2022
4,510 2,000,043 7.39 53.73
Shangqi Huizhu (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30,
2021
January 28,
2022
13,530 6,000,128 7.39 53.73
Shangqi Delian (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30,
2021
January 28,
2022
9,020 4,000,085 7.39 53.73
Equity subscription in
March 2022
Guoce Investment /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28,
2022
20,180 10,000,000 8.26 48.28
Ningbo Jiechuang /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 February 28,
2022
16,144 8,000,000 8.26 48.28
Shangqi Huizhu /H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28,
2022
48,432 24,000,000 8.26 48.28
Shangqi Delian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28,
2022
32,288 16,000,000 8.26 48.28
Shuangyi Hengrun /H1100/H1100/H1100/H1100/H1100March 1, 2022 February 11,
2022
40,360 20,000,000 8.26 48.28
Wuxi Hancheng Jinghe
V enture Capital
Partnership (Limited
Partnership) ( ೌ፼ᖍ༐౻
ͫ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“Wuxi
Hancheng”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
March 1, 2022 June 30, 2022 20,180 10,000,000 8.26 48.28
Yibin Chendao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29,
2022
40,360 20,000,000 8.26 48.28
Hai Feng Investment /H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29,
2022
26,839 13,300,000 8.26 48.28
Series D Investments (Pre-money valuation: RMB2,700 million; Post-money valuation: RMB3,183 million
(1))
Equity transfer in June
2023
Guangqi Y uexiu (10) /H1100/H1100/H1100/H1100/H1100June 9, 2023 July 6, 2023 38,547 20,000,000 8.65 45.84
Yibin Lvneng (11) /H1100/H1100/H1100/H1100/H1100/H1100/H1100April 27, 2023 October 18,
2022
28,910 15,000,000 8.65 45.84
Changshun Zhiying (11) /H1100/H1100/H1100April 27, 2023 November 4,
2022
21,999 11,414,044 8.65 45.84
Geely (12) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 7,
2023
96,366 49,999,730 8.65 45.84
Equity subscription in June 2023
Mixed Reform Fund /H1100/H1100/H1100/H1100/H1100June 9, 2023 June 27, 2023 328,360 200,000,000 10.15 36.45
Yibin Lvneng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 October 28,
2022
57,463 35,000,000 10.15 36.45
Changshun Zhiying /H1100/H1100/H1100/H1100/H1100June 9, 2023 October 27,
2022
65,672 40,000,000 10.15 36.45
Geely /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 3,
2023
16,418 10,000,000 10.15 36.45
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investor(s)
Date of
agreement
Date of
settlement
Registered
capital of our
Company
subscribed
for/acquired Consideration
Cost per
Share
paid (2)(3)
Discount to
the Offer
Price (4)
(RMB) (RMB) (RMB) (%)
Jiyuan Haoyue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 94,272 57,420,000 10.15 36.45
Jiyuan Haoyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 69,908 42,580,000 10.15 36.45
CICVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 June 28, 2023 49,254 30,000,000 10.15 36.45
Equity transfer in August
2023
Guangqi Zhiyuan (13) /H1100/H1100/H1100/H1100/H1100August 2,
2023
August 17,
2023
38,547 20,000,000 8.65 45.84
SANY (14) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2,
2023
September 8,
2023
46,893 2,571,575 0.91 94.30
Changshun Jianye (14) /H1100/H1100/H1100/H1100August 2,
2023
September 28,
2023
8,114 444,952 0.91 94.30
Equity subscription in August 2023
Haiwang Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2,
2023
August 7,
2023
82,090 50,000,000 10.15 36.45
Junwang Chuangxin /H1100/H1100/H1100/H1100/H1100August 2,
2023
August 8,
2023
1,478 900,000 10.15 36.45
Equity transfer in November 2023 (15)
Zhuhai Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17,
2023
January 3,
2024
223,915 45,461,296 10.15 36.45
Dongguan Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17,
2023
January 3,
2024
139,325 28,287,029 10.15 36.45
Series D+ Investments (Pre-money valuation: RMB3,500 million; Post-money valuation: RMB3,635 million (1))
Equity transfer in July 2024 (16)
Huajin Lingyi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 24, 2024 154,644 29,593,000 9.57 40.08
Huajin Shangying /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 23, 2024 2,127 407,000 9.57 40.08
Huachun Baoxin /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 30, 2024 156,771 30,000,000 9.57 40.08
Jianfa Emerging Industry /H1100/H1100July 4, 2024 July 19, 2024 195,963 37,500,000 9.57 40.08
Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 65,321 12,500,000 9.57 40.08
Equity subscription in July 2024
Jianfa Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 100,781 22,500,000 11.16 30.12
Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 33,594 7,500,000 11.16 30.12
Equity subscription and transfer in November 2024 (17)
CVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 11,
2024
November 19,
2024
705,467 150,000,000 10.63 33.44
(1) The post-money valuation is calculated by dividing the total consideration of equity subscriptions under the relevant round
of the Pre-IPO investment by the percentage of the new subscribed equity interest in the total registered capital of our
Company at the relevant time. The pre-money valuation is calculated by excluding the total consideration of equity
subscriptions from the post-money valuation under the relevant round of the Pre-IPO investment. The valuation of our
Company has been increasing along with our rapid business development.
(2) The cost per Share is arrived at by dividing the total consideration by the total number of issued Shares of our Company upon
the Listing, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under
the 2026 Pre-IPO Share Option Scheme.
(3) Under certain transfers of equity interest between our investors, the relevant investors considered various factors, such as
timing of the transaction, past or present relationships between the parties and their respective bargaining power in the
negotiations when determining the consideration, in addition to the then valuation of our Company, and thus agreed on a
discount to the then valuation.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 9–


--- page 129 ---
(4) The discount to the Offer Price is calculated based on the Offer Price of HK$18.36, and without taking into account any Shares
that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme.
(5) The equity interest was transferred from Dr. Li, Mr. Li and Jiakaisheng.
(6) The equity interest was transferred from Huaxin Chuangyuan, SANY Gongying and Ruixinchuang Partnership.
(7) The equity interest was transferred from Huaxin Chuangyuan.
(8) The equity interest was transferred from SANY Gongying.
(9) The equity interest was transferred from Wuxi Hancheng.
(10) The equity interest was transferred from Shenzhen Huiyue.
(11) On March 1, 2022, Jiakaisheng transferred RMB121,149, RMB70,751 and RMB1,939 of our registered share capital to Mr.
Zhou Y ongsen ( մ͑ಌ), Mr. Ying Ting (࣎both being its limited partners), and Ms. Xu Jianming (׼ܔࢱbeing its
general partner) at considerations of RMB5,093,104.56, RMB2,974,231.97 and RMB81,522.79, respectively.On March 3,
2022, Jiakaisheng further transferred RMB6,853, RMB4,002 and RMB109 of our registered share capital to Mr. Zhou Y ongsen
(մ͑ಌ), Mr. Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱat considerations of RMB1,093,750, RMB638,750 and
RMB17,500, respectively. Such transactions were completed on April 20, 2022 and June 13, 2022, respectively. The equity
interest listed in the table above was transferred from Mr. Zhou Y ongsen ( մ͑ಌ).
(12) The equity interest was transferred from Nanjing Jinti, Shenzhen Huiyue and Shenzhen Tianhui.
(13) The equity interest was transferred from Baolong Automotive.
(14) The equity interest was transferred from SANY Gongying, which is managed and controlled by SANY , its general partner.
To the best knowledge of our Company, the equity transfer was made after arm’s length negotiations between the parties with
reference to, among others, the liquidity discount of the Shares as compared to the share price of public companies at that
time in light of then market conditions and preferential discount provided by the transferor to transferees which are affiliates
or business partner of the transferee. As such, there was significant larger discount for the investments made by SANY , an
affiliate of SANY Gongying, and Changshun Jianye, an business partner of SANY Gongying, in the equity transfer in August
2023.
(15) The equity interest was transferred from Guoce Investment and Jiaxing Xingxin.
(16) The equity interest was transferred from Shanghai Ruixinchuang.
(17) On November 11, 2024, CVC entered into an investment agreement with each of Nanshan Hongtai, Hangzhou Chuangqian,
Shangqi Huizhu and Huaxin Chuangyuan, pursuant to which, CVC agreed to purchase RMB58,614, RMB89,877, RMB31,309
and RMB55,356 of registered capital of our Company from Nanshan Hongtai, Hangzhou Chuangqian, Shangqi Huizhu and
Huaxin Chuangyuan, at considerations of RMB11,216,411, RMB17,199,135, RMB5,991,330 and RMB10,593,124,
respectively. On the same date, CVC entered into investment agreements with our Company, Dr. Li, Mr. Li, Shanghai
Ruixinchuang and Shanghai Chuangyingrui, pursuant to which, CVC was agreed to (i) subscribe for RMB335,937 of
registered capital of our Company at a consideration at RMB75 million, and (ii) subscribe the convertible bonds at
RMB223.2562 per Share and RMB30.00 million in total and entitled to convert such bonds to 134,374 Shares upon
satisfaction of conditions, respectively. On July 30, 2025, the general meeting of our Company considered and approved that
CVC to convert such bonds to 134,374 Shares given the conditions for conversion have been fulfilled. Such conversion has
been completed on August 6, 2025.
(18) The increase in the market value of our Company was due to the continued growth of our business and R&D progress. In 2018,
2021, 2022 and 2024, we successively commenced massive production of our chip products and entered into various rapid
growth industries such as new energy, automotive and electronics industries. See “—Business Milestones” and “Business”
section for details.
Strategic Benefits and Basis of Determining the Consideration Paid
The Consideration for Pre-IPO Investments was based on arms’ length negotiation between our
Company and the Pre-IPO investors after taking into consideration of a number of factors, including but
not limited to (1) status of milestones and prospects of R&D and commercialization of our chip products;
(2) our realized and projected operating revenue scale; (3) our R&D management system and execution
efficiency and other factors of our Company; and (4) the timing of the investments, the market value and
the prospects of our business.
We are of the view that (i) our Group would benefit from the additional capital provided by the
Pre-IPO Investors; (ii) our Group could benefit from the Pre-IPO Investors’ knowledge and experience and
take advantage of their industry resources and networks, while at the same time broaden our shareholder
base; and (iii) the Pre-IPO Investors’ investment demonstrated their confidence in our Group and served
as an endorsement of our performance, strengths and prospects.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Use of Proceeds from the Pre-IPO Investments
The proceeds received by us from the pre-IPO investments which involved subscriptions of increased
registered capital of our Company amounted to approximately RMB1,051 million. As of the Latest
Practicable Date, the net proceeds from the Pre-IPO investments had been fully utilized. The proceeds
from the Pre-IPO investments have been utilized for our general operation and working capital purposes.
Special Rights of Our Pre-IPO Investors
In connection with the pre-IPO investments, our Pre-IPO Investors were granted certain special
rights, including, among others, pre-emptive right, right of first refusal, right of co-sale, redemption right,
information right, anti-dilution right, and special rights in liquidation pursuant to certain shareholders
agreements of our Company. In anticipation of the Global Offering, our Shareholders have entered into the
supplemental agreement to the shareholders agreement dated September 4, 2025, pursuant to which, (i) the
redemption right was terminated and (ii) all the other special rights granted to our Pre-IPO Investors will
be terminated prior to the Listing. All such special rights will automatically and fully resume effect if (i)
our Company withdraws its Listing application, (ii) the application is rejected, unaccepted, or otherwise
denied by the relevant regulatory authorities or the Stock Exchange, or (iii) the Listing is not completed
by December 31, 2027.
Joint Sponsors’ Confirmation
On the basis that (i) the considerations for the Pre-IPO Investments were settled in compliance with
Chapter 4.2 of the Guide; and (ii) the redemption and divestment rights granted to the Pre-IPO Investors
had been terminated prior to the submission of Listing application to the Stock Exchange and all other
special rights will be terminated upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments
are in compliance with Chapter 4.2 of the Guide.
Information regarding Our Principal Pre-IPO Investors
Set out below is a description of our existing Pre-IPO Investors. To the best knowledge of our
Directors, each of our principal Pre-IPO Investors as well as their ultimate beneficial owners is
independent from and not connected with any Director, chief executive or substantial shareholder of our
Company, or its subsidiaries, or any of their respective close associates, and each of such Pre-IPO
Investors is independent from each other unless as disclosed below.
Mixed Reform Fund
Mixed Reform Fund is a limited liability company incorporated in the PRC and principally engaged
in equity investment, asset management, investment advisory and corporate management advisory, with an
investment focus on key strategic fields, core technical domains and others. It is controlled and owned as
to 34.23% by China Chengtong Holdings Group Limited (ʮ̡), which is a
wholly-owned subsidiary of the State-owned Assets Supervision and Administration Commission of the
State Council (ึ). The remaining 18 shareholders of Mixed Reform Fund
are Independent Third Parties, none of which individually holds more than 30% interests in Mixed Reform
Fund.
Jingwei
Jingwei is an equity investment fund in the form of limited partnership and established under the
laws of the PRC. The general partner of Jingwei is Hangzhou Maiqisi Investment Partnership (Limited
Partnership) (ҳ༟ΥྫΆุ(Υྫ)), the general partner of which is Hangzhou Jingwei
Investment Management Co., Ltd. (ʮ̡). All of the 31 limited partners of Jingwei
are Independent Third Parties, none of which holds more than 30% of limited partnership in Jingwei.
Hangzhou Jingwei Investment Management Co., Ltd. is owned as to 90.00% by Zuo Lingye ( ̸Ὃ⮶) and
10.00% by Xiao Ping ( ӽറ). Jingwei is managed by its fund manager, Shanghai Jingzhuo Investment
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Management Co., Ltd. (ʮ̡) (“Shanghai Jingzhuo”). Shanghai Jingzhuo has
primarily focused its investments in specialized technology sectors in recent years, and has invested in
many reputable technology companies such as Li Auto, Unitree Robotics, Muxi and LandSpace.
Chendao (being Changjiang Chendao, Yibin Lvneng and Yibin Chendao)
Each of Changjiang Chendao, Yibin Lvneng and Yibin Chendao is an equity investment fund in the
form of limited partnership and established under the laws of the PRC, all being controlled and managed
by their general partner, Chendao Capital LLP (೼ಥਜો༸ҳ༟ΥྫΆุ(Υྫ))
(“Chendao Capital”). Chendao Capital is controlled by Ningbo Meishan Bonded Port Area Yitian
Investment Co., Ltd. (ʮ̡) as its general partner and in turn owned as to
67.00% by Guan Chaoyu ( ᗫಃЯ) and 33.00% by Zhang Shuqin (ා). The funds managed by Chendao
Capital primarily focus on investments in strategic emerging industries, including green and low-carbon
technologies, high-end equipment manufacturing, new materials, and semiconductors.
Shangqi Capital (being Shangqi Huizhu, Shangqi Delian and Ningbo Jiechuang)
Each of Shangqi Huizhu, Ningbo Jiechuang and Shangqi Delian are limited partnerships established
under the laws of the PRC. They are managed and controlled by Shanghai Shangqi Investment
Management Partnership Enterprise (Limited Partnership) (☃ҳ༟၍ଣΥྫΆุ(Υྫ))
(“Shangqi Capital”) as general partner. Shangqi Capital was established in 2012 and is a private equity
fund manager focusing on automotive supply chain investments such as smart driving, advanced
manufacturing, new energy and materials. Shangqi Capital is owned as to 40% of limited partnership by
SAIC Motor Financial Holdings Co., Ltd. (ʮ̡), which is ultimately
controlled by SAIC Motor Corporation Ltd. (ʮ̡), the shares of which are listed
on the Shanghai Stock Exchange (stock code: 600104)). Shangqi Huizhu is owned as to 17.73%, 17.73%
and 11.82% of limited partnership by SAIC Motor Investment Capital Co., Ltd. (ᛆҳ༟
ʮ̡), Shanghai Ruichuang Automobile Sales Co., Ltd. (ʮ̡) and SAIC
Motor Financial Holdings Co., Ltd. (ʮ̡), respectively, all of which are
ultimately controlled by the State-owned Assets Supervision and Administration Commission of Shanghai
(ึ). None of the other limited partners of Shangqi Huizhu holds more than
30% of its limited partnership. Shangqi Delian is owned as to 59.41% of limited partnership by Guangdong
Delian Group Co., Ltd. (ʮ̡), the share of which are listed on the Shenzhen Stock
Exchange (stock code: 002666). None of the other limited partners of Shangqi Delian holds more than 30%
of its limited partnership. Ningbo Jiechuang is owned as to 99.99% of limited partnership by SAIC Motor
Investment Management Co., Ltd. (ʮ̡), which is ultimately controlled by
the State-owned Assets Supervision and Administration Commission of Shanghai ( ɪऎ̹਷Ϟ༟ପ္ຖ၍
ึ).
Geely
Geely is an equity investment fund in the form of limited partnership and established under the laws
of the PRC. It is controlled and managed by Geely (Tianjin) Private Equity Fund Management Co., Ltd.
(Λл(ݵ)ʮ̡) (“Geely Tianjin”) as its general partner, holding approximately 1.64%
partnership interest in Geely. Geely Tianjian is indirectly wholly-owned by Zhejiang Geely Holding Group
Company Limited (ʮ̡) (“Geely Holding”), which is ultimately beneficially
wholly-owned by Mr. Li Shufu (၅) (“Mr. Li”) and his associate. Geely is held by Geely Haihe
Co-creation Investment (Tianjin) Partnership (Limited Partnership) (΍௴ҳ༟(ݵ)ΥྫΆุ(Ϟ
Υྫ)) (“Geely Haihe”) as to 95.74% as a limited partner. Geely Haihe is controlled and managed by
Geely Investment Management (Tianjin) Co., Ltd. ( Λлҳ༟၍ଣ(ݵ)ʮ̡) and Geely Investment
Management (Zhenjiang) Co., Ltd. ( Λлҳ༟၍ଣ(ᕄϪ)ʮ̡) as its general partners, each holding
approximately 0.42% partnership interest therein. Each of the general partners of Geely Haihe is
ultimately controlled by Mr. Li. None of the limited partners of Geely Haihe hold more than 30%
partnership interest therein. Our Group became acquainted with Geely through introduction.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CVC
CVC is a limited partnership and established under the laws of the PRC. CVC is controlled and
managed by China V enture Capital Xinzhi Investment Development (Guangzhou) Limited Partnership
Enterprise (Limited Partnership) (࢝(ᄿψ)ΥྫΆุ(Υྫ)) (“CVC Xinzhi
Investment Development”), which is controlled and managed by its general partner, China V enture Capital
Innovation Private Equity Fund Management Co., Ltd. (ʮ̡) (“CVC
Innovation”). CVC is owned as to 58.60% of limited partnership by China V enture Capital Innovation
Investment Fund Co., Ltd. (ʮ̡), which is controlled by China Reform
Holding Corporation, Ltd. (ப΂ʮ̡) (“China Reform”), a wholly-owned subsidiary of
the State Council ( ਷ਕ৫). None of the other limited partners of CVC holds 30% or more of its limited
partnership. CVC Innovation is controlled by China Reform Fund Management Co., Ltd. (ږ
ʮ̡) (“China Reform Fund”), which is controlled by China Reform.
C&D Investment (being Jianfa Emerging Industry and Jianfa Changrong)
Jianfa Emerging Industry is a limited partnership established under the laws of the PRC. It is
controlled and managed by its general partner, Xiamen Jianxin Investment Co., Ltd. (ࠢ
ʮ̡) (“Xiamen Jianxin”). Jianfa Emerging Industry is owned as to 99.96% of limited partnership by
Xiamen C&D Emerging Industry Equity Investment Co., Ltd. (ப΂ʮ̡)
(“Xiamen C&D Investment”)), which is wholly owned by the State-owned Assets Supervision and
Administration Commission of the Xiamen Municipal People’s Government (਷Ϟ༟ପ္
ึ). Jianfa Changrong is an equity investment fund in the form of limited partnership and
established under the laws of the PRC. It is controlled and managed by its general partner, Xiamen Jianxin.
None of the 13 limited partners of Jianfa Changrong holds more than 30% of its limited partnership.
Xiamen Jianxin is directly and indirectly wholly owned by Xiamen C&D Investment. Xiamen C&D
Investment was established in 2014 and is one of the five major business segments of Xiamen C&D Group
Co., Ltd. (ʮ̡), a Fortune Global 500 company.
Huaxin Chuangyuan
Huaxin Chuangyuan is an equity investment fund in the form of limited partnership and established
under the laws of the PRC. It is controlled and managed by its general partner, Qingdao Huaxin Boyuan
V enture Capital Management Center (Limited Partnership) (௴ุҳ༟၍ଣʕː(Υྫ)),
which is controlled by its general partner, Huaxin Y uanchuang (Qingdao) Investment Management Co.,
Ltd. (௴(ࢥڡ)ʮ̡) (“Qingdao Huaxin”) and in turn wholly owned by Sakarya
Limited, a company incorporated under the laws of Hong Kong. None of the 12 limited partners of Huaxin
Chuangyuan holds more than 30% of its limited partnership.
Our Other Existing Pre-IPO Investors
Hai Feng Investment
Hai Feng Investment is a limited company incorporated in Hong Kong and is principally engaged in
equity investment. As of the Latest Practicable Date, Hai Feng Investment is wholly owned by SL Capital
Fund I, L.P ., the general partner of which is a wholly-owned subsidiary of SL Capital Partners Limited and
ultimately controlled by SK Inc., Chen Hao ( ௓ख), Zhu Linan (یLi Jiaqing (ᅅ) and Wang
Nengguang ( ˮঐΈ), each being an Independent Third Party. Except for Great Unity Fund I, L.P ., which
holds 84.50% of the limited partnership of SL Capital Fund I, L.P ., none of the other limited partners holds
more than 30% of the partnership therein.
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Nanshan Hongtai
Nanshan Hongtai is a limited partnership established under the laws of the PRC. It is controlled and
managed by its general partner, Hongtai (Shenzhen) Industrial Investment Fund Management Enterprise
(Limited Partnership) ( ᒿइ(ଉέ)၍ଣΆุ(Υྫ)), which is controlled by Shenzhen
Hongtai Fund Investment Management Co., Ltd. (ʮ̡) as its general partner
(“Shenzhen Hongtai”). Shenzhen Hongtai is in turn owned as to 33.34%, 33.33% and 33.33% by two
independent individuals and Shenzhen Houwang Investment Management Co., Ltd. (ૐҳ༟၍ଣ
ʮ̡), respectively. Shenzhen Houwang Investment Management Co., Ltd. is owned as to 99.00% by
Zeng Zhijie (؏Except for National Integrated Circuit Industry Investment Fund Co., Ltd. (ණ
ʮ̡), which holds 43.75% of limited partnership of Nanshan Hongtai and
is collectively launched by a number of institutions, mainly including the Ministry of Finance of the PRC,
China Development Bank Capital Corporation Ltd, State Tobacco Monopoly Administration and Beijing
E-Town International Investment & Development Co., Ltd., none of the other limited partners holds more
than 30% limited partnership therein.
Ningbo Cenyou
Ningbo Cenyou is limited partnership established under the laws of the PRC. The general partner of
Ningbo Cenyou is Shanghai Cenhuang Investment Co., Ltd. (ʮ̡), which is
controlled by Li Lihua ( ҽᘆശ). Except for Zhang Zijie (؏who holds 71.50% of the limited
partnership of Ningbo Cenyou, none of the other limited partners holds more than 30% limited partnership
therein.
Ningbo Cenyou entered into an acting-in concert agreement with Dr. Li and Mr. Li in October 2020
and such agreement was terminated in August 2025. The Company considers that the termination of the
acting-in-concert arrangement with Ningbo Cenyou did not adversely affect the management and
operations of our Company given that (i) Ningbo Cenyou was only a financial investor holding less than
2% of the Shares during the Track Record Period without any nomination right for Director or our
management, and it has no intention to and has never participated in the daily management or operation
of our Company; and (ii) all our executive Directors, our core management and our controlling
Shareholders remained unchanged during the Track Record Period.
Jiyuan Haoyue and Jiyuan Haoyuan (collectively, “Jiyuan Capital”)
Jiyuan Haoyue is an equity investment fund in the form of limited partnership and established under
the laws of the PRC and controlled and managed by its general partner, Zhangjiagang Y uanyu Enterprise
Management Partnership (Limited Partnership) (ಥ๕ρΆุ၍ଣΥྫΆุ(Υྫ)), which is
controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a si t s
general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyue.
Jiyuan Haoyuan is an equity investment fund in the form of limited partnership and established under
the laws of the PRC and controlled and managed by its general partner, Shanghai Jiyuan Huining
Enterprise Management Partnership (Limited Partnership) (๕ිྐྵΆุ၍ଣΥྫΆุ(Υྫ)),
which is controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a s
its general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyuan.
Shanghai Jican Management Consulting Co., Ltd. (ʮ̡) is owned as to
33.40% by Xu Bingdong (؇ފࢱ33.30% by Wu Chenyao ( ю௓గ) and 33.30% by Li Haojun (ࠏ.)
Changshun Zhiying and Changshun Jianye
Changshun Zhiying is an equity investment fund in the form of limited partnership and established
under the laws of the PRC and controlled and managed by its general partner holding approximately 0.1%
of the partnership interest, Gongqingcheng Changshun Jianye Investment Partnership (LP) (ܔ
ุҳ༟ΥྫΆุ(Υྫ)), which is managed by general partner, Sanya Pengzhe Private Fund
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Management Co., Ltd. (ʮ̡), which is owned as to 85.00% by Y ang Bing ( เ
Ώ) and 15.00% by Lu Xiaoting ( ௔ወణ). Changshun Jianye is a limited partner of Changsun Zhiying
holding 99.9% partnership interest. Changshun Jianye is wholly owned by Shi Jianxiang (ୂ).
Haiwang Fund
Haiwang Fund is an equity investment fund in the form of limited partnership and established under
the laws of the PRC. It is controlled and managed by its general partner, Shanghai Pudong Y unwang
Integrated Circuit Center (Limited Partnership) (⪯ૐණϓཥ༩ʕː(Υྫ)), which is
controlled by its general partner, Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd.
(ʮ̡), a company owned as to 49% by Shanghai Pudong Kechuang
Group Co., Ltd. (ʮ̡) (“Shanghai Pudong Kechuang”). Shanghai Pudong
Kechuang is owned as to 90% by the State-owned Assets Supervision and Management Commission of
Shanghai Pudong New Area (ึ) and as to 10% by Shanghai
Municipal Finance Bureau (҅). Except for Shanghai Pudong Kechuang, none of the other
shareholders of Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. owns more than
30% of its equity interests. Haiwang Fund is owned as to 23.70% and 17.54% of limited partnership by
Shanghai Pudong Science and Technology Innovation Investment Fund Partnership Enterprise (Limited
Partnership) (ΥྫΆุ(Υྫ)), an equity fund ultimately controlled by
the State-owned Assets Supervision and Management Commission of Shanghai Pudong New Area ( ɪऎ
ึ) and Shanghai Pudong Kechuang, respectively. None of the other
limited partners of Haiwang Fund holds more than 30% of its limited partnership.
Baolong Automotive
Baolong Automotive is a joint stock company incorporated in the PRC principally engaged in
manufacture, sales, research and development and investment automotive parts and components, whose
shares are listed on the Shanghai Stock Exchange (stock code: 603197).
Mr . Zhou Yongsen (
մ͑ಌ), Mr . Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱ)
Each of Mr. Ying Ting and Mr. Zhou Y ongsen is an individual investor and is a limited partner of
Jiakaisheng, a limited partnership established under the laws of the PRC, holding 36.50% and 62.50%
partnership interests, respectively. Ms. Xu Jianming is an individual investor and is the general partner of
Jiakaisheng. She served as our Supervisor from September 2015 to November 2024.
Zhuhai Xinde and Dongguan Xinde (collectively, “Guangfa Xinde Investment”)
Each of Zhuhai Xinde and Dongguan Xinde is a limited partnership and established under the laws
of the PRC. Both of them are controlled and managed by their general partner, GF Xinde Investment
Management Co., Ltd. (ʮ̡) (“GF Xinde”), which is wholly owned by GF
Securities Co., Ltd. (ʮ̡) (“GF Securities”), a company engaged in investment
banking, wealth management, trading and institutional services, and investment management, whose
shares are listed on both the Shenzhen Stock Exchange (stock code: 000776) and the Stock Exchange
(stock code: 1776).
Zhuhai Xinde is owned as to 20.00% and 18.54% of limited partnership by GF Xinde and GF Qianhe
Investment Co., Ltd. (ʮ̡) (“GF Qianhe”), respectively, both of which are wholly-
owned subsidiaries of GF Securities. None of the other partners of Zhuhai Xinde holds more than 30% of
its limited partnership.
Dongguan Xinde is owned as to 26.67% by GF Qianhe, 20.00% by GF Xinde, 20.00% by Dongguan
Industrial Investment Master Fund Co., Ltd. (ʮ̡), a wholly-owned
subsidiary of the State-owned Assets Supervision and Administration Commission of Dongguan Municipal
People’s Government (ึ), and 10.00% by Dongguan Fenggang
Qihang Investment Partnership Enterprise (Limited Partnership) (୷̹ჾ੪ৎঘҳ༟ΥྫΆุ(Υ
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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ྫ)) which is in turn owned as to 99.00% by Dongguan Fenggang Qihang Investment Development Co.,
Ltd. (ʮ̡), a wholly-owned subsidiary of People’s Government of
Fenggang Town of Dongguan (ִ݁and 1.00% by Dongguan Jinkong Equity
Investment Fund Co., Ltd. (ʮ̡), a wholly-owned subsidiary of State-
owned Assets Supervision and Administration Commission of Dongguan Municipal People’s Government
(ึ). None of the other partners of Dongguan Xinde holds more
than 30% of its limited partnership.
Nanjing Jinti
Nanjing Jinti is an equity investment fund in the form of limited partnership and established under
the laws of the PRC and controlled and managed by its general partner, Nanjing Jin’ou V enture Capital
Management Partnership (Limited Partnership) (ጀ௴ุҳ༟၍ଣΥྫΆุ(Υྫ)), which is
controlled by Jinyu Maowu (Tibet) V enture Capital Management Co., Ltd. (ي߱ڠږ(Гᔛ)௴ุҳ༟၍ଣ
ʮ̡) as a general partner, which is in turn wholly owned by Jolmo Investment Management Co., Ltd.
(ʮ̡), whose shares are listed on the National Equities Exchange And
Quotations (Stock code: 834960) and is principally engaged in equity investment business. Except for
Nanjing Beilian V enture Capital Co., Ltd. (ʮ̡), which holds 49.00% of limited
partnership of Nanjing Jinti and is ultimately controlled by the Administrative Committee of Nanjing
Jiangbei New Area (ึ), none of the other limited partners holds more than 30%
of its limited partnership.
Huachun Baoxin
Huachun Baoxin is a limited partnership established under the laws of the PRC. It is managed by its
general partner, Huatai Baoli Investment Management Co., Ltd. (ʮ̡), which is
wholly owned by Huatai Asset Management Co., Ltd. (ʮ̡), a company indirectly
controlled by HUA TAI Insurance Group Co., Ltd. (ʮ̡) (“HUA TAI Insurance”),
an insurance group. Huachun Baoxin is owned as to 76.67%, 15% and 5% of limited partnership by Huatai
Life Insurance Co., ltd. (ʮ̡), Huatai P&C Insurance Co., Ltd. (ᎈϞ
ʮ̡) and Huatai Asset Management Co., Ltd. (ʮ̡), all of which are ultimately
controlled by HUA TAI Insurance. None of the other limited partners of Huachun Baoxin holds more than
30% of its limited partnership.
Huajin Lingyi and Huajin Shangying
Each of Huajin Linyi and Huajin Shangying is a limited partnership established under the laws of
the PRC and is managed by their general partner, Zhuhai Huajin Lingchuang Fund Management Co., Ltd.
(ʮ̡) (“Zhuhai Huajin”), which is wholly-owned by Zhuhai Huajin Capital
Co., Ltd. (ʮ̡) (“Huajin Capital”), a company Listed on the Shenzhen Stock
Exchange (Stock Code: 000532). The limited partnership of Huajin Linyi is owned as to (i) 46.64% by
Zhuhai Huajin Alpha 5 Equity Investment Fund Partnership Enterprise (Limited Partnership) (ڛږ
ΥྫΆุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying
Investment Co., Ltd. (ʮ̡) (“Zhuhai Huaying”), a wholly-owned subsidiary of Huajin
Capital, (ii) 26.65% by Zhuhai Development Investment Fund Phase II (Limited Partnership) (࢝
ɚಂ(Υྫ)), which is managed by its general partner, Zhuhai Huashi Zhiying Industrial
Investment Co., Ltd. (ʮ̡), a subsidiary of Zhuhai Huafa Technology
Industry Group Co., Ltd. (ʮ̡) (“Zhuhai Huafa”) and ultimately controlled
by the State-owned Assets Supervision and Administration Commission of Zhuhai Municipal People’s
Government (ึ), (iii) 16.66% by Zhuhai Huajin Alpha 6 Equity
Investment Fund Partnership Enterprise (Limited Partnership) (ΥྫΆ
ุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying, (iv) 6.66% by Huajin Avenue
Investment Co., Ltd. (ʮ̡), which is ultimately controlled by the State-owned Assets
Supervision and Administration Commission of Zhuhai Municipal People’s Government (ִ݁
ึ), (v) 3.33% by Huizhou Innovation Investment Co., Ltd. (ࠢ
ʮ̡), which is ultimately controlled by the State-owned Assets Supervision and Administration
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Commission of Huizhou Municipal People’s Government (ึ), and
(vi) 0.07% by Zhuhai Huajin. Huajin Shangying is owned as to 54.05% and 45.75% of limited partnership
by Zhuhai Huajin Zhishang Business Consulting Partnership (Limited Partnership) (ਠਕፔ
༔ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huajin, and Zhuhai
Huajin Shangying No. 6 Equity Investment Fund Partnership (Limited Partnership) (ٰ
ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huaying,
respectively.
CICVC
CICVC is a limited partnership established under the laws of the PRC. It is managed by Beijing
CICV Capital Management Co., Ltd. (ʮ̡) as its general partner. The limited
partnership of CICVC is owned as to (i) 33.33% by Xinyuan Rongda (Hainan) Investment Partnership
Enterprise (Limited Partnership) (Ⴣፄ༺(ی)ҳ༟ΥྫΆุ(Υྫ)), the general partner of which
is Henghong Y uanxin Investment (Hainan) Co., Ltd. (ҳ༟(ی)ʮ̡) and ultimately
controlled by managed and controlled by Liu Xiaoling (ޛand Xu Dongchu (ڋ؇ࢱii) 30.00%
by Yibin Emerging Industry Investment Group Co., Ltd. (ʮ̡), a wholly-
owned subsidiary of Yibin Development Holding Group Co., Ltd. (ʮ̡) (“Yibin
Development Holding”) which is ultimately owned as to 90.00% and 10.00% by the State-owned Assets
Supervision and Administration Commission of Yibin Municipal People’s Government (਷Ϟ
ึ) and Sichuan Provincial Department of Finance (ᝂ), respectively, (iii)
17.55% by Sichuan Southern Sichuan Economic Zone Integrated Development Investment Fund (Limited
Partnership) (ږ(Υྫ)), which is controlled and managed by
Yibin Development Holding, and (iv) 7.45% by Northern Emerging (Yibin) V enture Capital Partnership
Enterprise (Limited Partnership) ( ̏˙อጳ(Ⴗ)௴ุҳ༟ΥྫΆุ(Υྫ)), which is controlled and
managed by Yibin Development Holding. None of the other limited partners of CICVC holds more than
30% of its limited partnership.
SANY
SANY is a limited liability company incorporated under the laws of the PRC and held as to 41% by
SANY Group Co., Ltd. (ʮ̡) as its largest shareholder, which is a leading construction
machinery group and ultimately controlled by Liang Wengen (࣬None of the other shareholders of
SANY holds more than 30% of its equity interests.
Qufu Tianbo
Qufu Tianbo is a limited liability company incorporated in the PRC and is owned as to 39.5% by
Qufu Tianbo Equity Investment Fund Limited Partnership Enterprise (Limited Partnership) (ٰ
ΥྫΆุ(Υྫ)), the general partner of which is Lv Xinmin ( ѐอ͏). None of the other
shareholders of Qufu Tianbo holds more than 30% of its equity interests.
Shuangyi Hengrun
Shuangyi Hengrun is a limited partnership established under the laws of the PRC. Its general partner
is Hainan Lianheng Management Consulting Co., Ltd. (ʮ̡), which is owned as
to 65% by Y an Changhui (ึ) as its largest shareholder. Shuangyi Hengrun is owned as to 95% of
limited partnership by Shandong Shuangyi Technology Co., Ltd. (ʮ̡), shares of
which are listed on the Shenzhen Stock Exchange (stock code: 300690). None of the other limited partner
holds more than 30% of its limited partnership.
Guangqi Yuexiu and Guangqi Zhiyuan
Each of Guangqi Y uexiu and Guangqi Zhiyuan is a limited partnership established under the laws of
the PRC, the general partner of which is Guangzhou Yingpeng Private Equity Fund Management Co., Ltd.
(ʮ̡). It is wholly-owned by Guangqi Capital Co., Ltd. (ʮ̡)
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(“Guangqi Capital”), which is wholly owned by Guangzhou Automobile Group Co., Ltd. ( ᄿψӛԓණྠ
ʮ̡), a company listed on Shanghai Stock Exchange (stock code: 601238) and main board of
the Stock Exchange (stock code: 2238) and a leading joint-stock automotive enterprise group.
The limited partnership of Guangqi Y uexiu is owned as to (i) 37.38% by Guangqi Capital, (ii)
37.38% by Guangzhou Y uexiu Jinxin Master Fund Investment Partnership Enterprise (Limited
Partnership) (ҳ༟ΥྫΆุ(Υྫ)), a limited partnership managed and
controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ʮ̡) and
ultimately controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ٰ
ʮ̡), shares of which are listed on the Shenzhen Stock Exchange (stock code: 000987), (iii)
12.50% by Guangzhou Sui Kai Equity Investment Co., Ltd. (ʮ̡), (iv) 6.25%
Guangzhou Development Zone Meixin Technology Development Co., Ltd. (ࠢ
ʮ̡), both being wholly-owned subsidiaries of the Administrative Committee of Guangzhou Economic
and Technological Development Zone (ึ), (v) 6.25% by Guangzhou
Dongjin Lichuang Private Equity Investment Fund Partnership (Limited Partnership) (ආট௴ӷ෍
ΥྫΆุ(Υྫ)), a wholly-owned limited partnership of the State-owned Assets
Supervision and Administration Bureau of Zengcheng District of Guangzhou (ਜ਷Ϟ༟ପ္ຖ
၍ଣ҅), (vi) 0.13% by Guangzhou Y uexiu Industrial Investment Fund Management Co., Ltd. ( ᄿψ൳Ӹ
ʮ̡), a company ultimately controlled by Guangzhou Y uexiu Capital Holding
Group Co., Ltd. (ʮ̡) and (vii) 0.13% by Guangzhou Yingpeng Private
Equity Fund Management Co., Ltd. (ʮ̡).
Guangqi Zhiyuan is owned as to 84.35% of limited partnership by Guangdong Xingguang No. 2
Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), which
is managed by Camel Equity Investment Fund Management (Guangdong) Co., Ltd. (၍
ଣ(؇)ʮ̡) as its general partner. None of the other limited partners of Guangqi Zhiyuan holds
more than 30% of its limited partnership.
Shenzhen Huiyue and Shenzhen Tianhui (collectively, “Fibonacci V enture Capital”)
Shenzhen Huiyue is managed by Sanya Qiansheng Phase II Investment Partnership (Limited
Partnership) (ɚಂҳ༟ΥྫΆุ(Υྫ)) as general partner, which is in turn managed by
Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) as general partner.
Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) is wholly owned by
Sanya Qiansheng V enture Capital Co., Ltd. (ʮ̡). None of the 24 limited partners
of Shenzhen Huiyue holds more than 30% of the limited partnership therein. Shenzhen Tianhui is managed
by Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) as general partner.
Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) is owned as to 49.2% by
Shenzhen Tiemuzhen Investment Consulting Co., Ltd. (ʮ̡) as its largest
shareholder, which is controlled by Xiong Wei ( ဤਃ). Shenzhen Tianhui is owned as to 32.40% of limited
partnership by Foshan Nuojin Angel Investment Co., Ltd. (ʮ̡). Foshan Nuojin
Angel Investment Co., Ltd. (ʮ̡) is owned as to 60% and 40% by Liu Ailin ( ᄎ
؍and Liu Wei (۾respectively. None of the other limited partners of Shenzhen Tianhui holds more
than 30% of its limited partnership.
Thriving Capital
Thriving Capital is a limited partnership established under the laws of the PRC and is owned as to
99% and 1% of limited partnership by Wu Cen ( юҊ) and Huang Kun ( රᎂ), which is ultimately
controlled by Huang Kun ( රᎂ).
Junwang Investment
Junwang Investment is a limited partnership established under the laws of the PRC. Its general
partner is Y ue Hao (ख). as its general partner who holds 27.78% limited partnership interest. The
limited partners of Junwang Investment are Xing Xiao ( Ԝᖋ) and Li Yinan ( ҽᛄӲ), who hold 70% and
2.22% of the limited partnership interest, respectively.
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LOCK-UP PERIOD
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held
by them.
PUBLIC FLOAT
Our Company has applied for H Share full circulation to convert an aggregate of 325,634,820
Unlisted Shares held by 47 existing Shareholders, representing 100% of the total issued Shares of our
Company as of the Latest Practicable Date.
Among the 325,634,820 H Shares to be converted from Unlisted Shares and listed on the Stock
Exchange following the Completion of the Global Offering and the Conversion of Unlisted Shares into H
Shares:
(a) 111,406,640 H Shares representing approximately 29.39% of our total issued Shares upon the
Listing (without taking into account any Shares that may be issued upon exercise of the
Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will not be counted
towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules upon the
Listing as such H Shares are held by Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai
Ruixinchuang, Gongqingcheng SENASIC and Gongqingcheng Yingruichuang, being the core
connected persons of our Company; and
(b) the remaining 214,228,180 H Shares (representing approximately 56.52% of our total issued
Shares upon the Listing (without taking into account any Shares that may be issued upon
exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will
be counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules
after the Listing as such Shareholders are not core connected persons of our Company upon the
Listing nor accustomed to take instructions from our Company’s core connected persons in
relation to the acquisition, disposal, voting or other disposition of their Shares and their
acquisition of Shares were not financed directly or indirectly by our Company’s core connected
persons.
See “Share Capital—Conversion of Unlisted Shares into H Shares” for more details of the H Shares
to be converted from Unlisted Shares and listed on the Stock Exchange following the completion of the
Global Offering and the Conversion of Unlisted Shares into H Shares.
As a result, immediately upon completion of the Global Offering and the Conversion of Unlisted
Shares into H Shares, taking into account 53,407,000 H Shares to be offered pursuant to the Global
Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment
Option and under the 2026 Pre-IPO Share Option Scheme), an aggregate of 267,635,180 H Shares will
count towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules, representing
70.61% of the total issued Shares.
Based on (i) the Offer Price of HK$18.36, and (ii) 379,041,820 total H Shares which are expected
to be in issue immediately upon completion of the Global Offering and the Conversion of Unlisted Shares
into H Shares (without taking into account any Shares that may be issued upon exercise of the
Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), it is expected that the market
value of the H Shares at the time of Listing will be HK$6.96 billion. Accordingly, in the event that the
expected market value of our Company is over HK$6.0 billion but not exceeding HK$30.0 billion, the
higher of (a) the percentage that would result in the expected market value of H shares held by the public
to be HK$1.5 billion at the time of listing; and (b) 15% of the total number of issued Shares must be held
by the public at the time of Listing.
Based on a public float of 70.61%, our Company will be able to meet the minimum public float
requirements under Rule 19A.13A(1) of the Listing Rules.
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FREE FLOAT
Rule 19A.13C(1) of the Listing Rules provides that, where a new applicant is a PRC issuer with no
other listed shares at the time of listing, this will normally mean that the portion of H shares for which
listing is sought that are held by the public and not subject to any disposal restrictions (whether under
contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at least
10% of the total number of issued shares in the class to which H shares belong at the time of listing
(excluding treasury shares), with an expected market value at the time of listing of not less than HK$50
million; or (b) have an expected market value at the time of listing of not less than HK$600 million.
Shares held by all the existing shareholders of the Company (i.e. 325,634,820 Shares) are subject to
a lock-up period of 12 months following the Listing Date pursuant to the applicable PRC laws and H
Shares to be issued to the Cornerstone Investors pursuant to the cornerstone investments set forth in
“Cornerstone Investors” of this prospectus (i.e. 15,413,600 H Shares) are subject to a lock-up period of
six months following the Listing Date. The Offer Shares to be subscribed by all the other investors
participating in the Global Offering are not subject to any disposal restriction. Our Company is expected
to satisfy the free float requirement under Rule 19A.13C(1) of the Listing Rules, with sufficient H Shares
held by the public and available for trading.
EMPLOYEE INCENTIVE SCHEMES
We have adopted the 2015 Employee Incentive Scheme, the purpose of which is to incentivize our
employees and external consultant who have made contribution to our Group’s development. The
underlying Shares under the 2015 Employee Incentive Scheme was issued and held by Shanghai
Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms, which are controlled by Dr. Li. For
details of the 2015 Employee Incentive Scheme, see the section headed “Statutory and General
Information—1. Further Information about our Company—F. Employee Incentive Scheme—2015
Employee Incentive Scheme” in Appendix IV to this prospectus.
We have also adopted the 2026 Pre-IPO Share Option Scheme, the purpose of which is to further
incentivize our Directors, senior management and employees who have made continuous contribution to
our Group’s development. The maximum number of Shares that may be issued under such scheme is
20,391,891 Shares. For details of the 2026 Pre-IPO Share Option Scheme, see the section headed
“Statutory and General Information—1. Further Information about our Company—F. Employee Incentive
Schemes—2026 Pre-IPO Share Option Scheme” in Appendix IV to this prospectus.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 140 ---
CORPORATE STRUCTURE
The following chart sets forth our corporate structure immediately prior to the Global Offering and the Conversion of Unlisted Shares into H Shares (1):
100%
100%
51%
100%
HongKong SENASIC Electronic
Limited
Viatire Tech SDN. BHD.(2)
Gainsil
100%
Shanghai Xinruichuang Electronics
Technology Co., Ltd.
Our Company
Shanghai SENASIC
Hai Feng
Investment
6.44% 6.00% 4.33% 3.91% 3.03% 2.23% 2.08% 1.89% 1.51% 1.42%
7.63% 6.05% 4.88% 4.17% 3.70% 2.43% 1.96% 2.09% 1.62% 1.48%
Shanghai
Ruixinchuang(3)
Mixed Reform
Fund
10.48%
Dr. Li Chendao Mr. Li Huaxin
Chuangyuan C&D Investment Shangqi
Capital
Gongqingcheng
Yingruichuang
Changshun
Zhiying
8.41%
Other 13
Shareholders
Baolong
Automotive
Jingwei
9.10%
Shanghai
Chuangyingrui(3) CVC Nanshan
Hongtai
Xinde
Guangfa
Ningbo
Cenyou
Haiwang
Fund
0.87%
Gongqingcheng
SENASIC(4)
GAC
Investment
Jiyuan
Capital Geely
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(1) See note to the capitalization table set forth in the “—Capitalization of Our Company” for details.
(2) The remaining 49% of shareholding of such subsidiary is owned by 3L Automotive Technology Pte. Limited as to 4% and E-Motor Industries Intl, Shangh ai Co., Ltd. as to 45%, both
of which are Independent Third Parties.
(3) The general partner of Shanghai Chuangyingrui and Shanghai Ruixinchuang was Shanghai Y aojun, which was wholly-owned by Dr. Li. The multi-layer p artnership structure was established
to facilitate the administrative management of relevant Shares under the ESOP Platform and to maintain Dr. Li’s control over such Shares, which was no t uncommon for PRC companies
with incentive share platform. The ultimate limited partners of Shanghai Chuangyingrui and Shanghai Ruixinchuang are grantees under the 2015 Emplo yee Incentive Scheme (including
our Company’s Directors, senior management, existing employees and former employee), the details of whom are disclosed in the section headed “Statu tory and General Information” in
Appendix IV to this prospectus.
(4) Gongqingcheng SENASIC is a shareholding platform established by certain shareholders of our Company for holding shares in our Company, which are limited partners of such platform.
The general partner of Gongqingcheng SENASIC was Shanghai Y aojun, which was wholly-owned by Dr. Li. The limited partners of Gongqingcheng SENASIC in clude (1) Xu Liang, a
friend of Dr. Li and an Independent Third Party, who is interested in approximately 92.56% of its limited partnership interests, (ii) Huang Xuan, a fri end of Dr. Li and an Independent
Third Party, who is interested in 7.40% of its limited partnership interests, and (iii) Shanghai Y aojun, which is interested in 0.04% of its limited pa rtnership interests.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The following chart sets forth our corporate structure immediately after the completion of the Global Offering and the Conversion of Unlisted Shares
into H Shares, without taking into account any H Shares which may be issued upon the exercise of the Over-allotment Option or the 2026 Pre-IPO Share
Option Scheme
(1):
6.55%
100%
100%
51%
100%
HongKong SENASIC Electronic
Limited
Viatire Tech SDN. BHD.(2)
GainsilShanghai Xinruichuang Electronics
Technology Co., Ltd.
Our Company
Shanghai SENASIC
Hai Feng
Investment
5.53% 5.16% 3.72% 3.36% 2.60% 1.92% 1.79% 1.62% 1.30% 1.22%
5.20% 4.19% 3.58% 3.18% 2.09% 1.69% 1.80% 1.39% 1.27% 9.18%
Shanghai
Ruixinchuang(3)
Mixed Reform
Fund Chendao Mr. Li Huaxin
Chuangyuan C&D Investment Shangqi
Capital
Gongqingcheng
Yingruichuang
Changshun
Zhiying
Baolong
Automotive
14.09%
Other Public
Shareholders
Other 13
Shareholders
Jingwei CVC Nanshan
Hongtai Guangfa Xinde Ningbo
Cenyou
Haiwang
Fund
0.75%
Gongqingcheng
SENASIC(4)
GAC
Investment
Jiyuan
Capital Geely
100%
9.00%
Dr. Li
7.82%
Shanghai
Chuangyingrui(3)
(1)-(4) See notes to the capitalization table set forth in page 130 of this prospectus for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor
chips. We are the third largest automotive wireless sensor SoC company globally and the largest
automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S
report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC
market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC
market in aggregate, according to the same source.
We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing
wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive
advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018.
Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in
other high-growth verticals such as energy storage, industrial electronics, robotics and consumer
electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge
applications.
Sensor SoCs are the vital gateway between intelligent terminals and the physical world, equipping
intelligent terminals with a secure and reliable layer of digital protection. We offer a comprehensive
portfolio of sensor SoC products for a broad array of sensing settings, primarily including: (1) intelligent
tire sensing, where sensor SoCs are used in tire pressure, temperature, load and blowout monitoring; (2)
battery monitoring, where sensor SoCs are used to monitor the voltage, current, impedance, temperature,
pressure and other key physical properties of battery packs and individual cells; (3) universal sensor
interface, where sensor SoCs serve multiple purposes, such as the monitoring of air conditioning pressure,
intelligent chassis brake pressure and vehicle acceleration; and (4) other settings, such as ultrasonic sensor
systems for ADAS. The image below illustrates the primary applications of our products, in the instance
of automotive electronics sector.
• Battery pressure sensor (BPS)
• Battery aerosol sensor (BAS)
• wBMS
• ......
Intelligent Tire Sensing
• Tire pressure monitoring system (TPMS)
• Load monitoring
• Blowout monitoring
• ......
Battery Monitoring System
Other Settings
• Air conditioning pressure
• Intelligent chassis brake pressure
• Vehicle acceleration
• ......
• Ultrasonic sensor system
(USS)
• ......
Universal Sensor Interface
OUR INNOV ATION-LED V ALUE PROPOSITION
We are an innovation-led and technology-driven company, with a steadfast commitment to the
principle of “Product-market Fit.” We consistently pursue the convergence of evolving market demand
with our accumulated technological expertise, to deliver cutting-edge products that resonate with customer
needs and industry trends.
We have gained keen insights into the shifting dynamics of market demand for sensor SoCs through
continuous market research and forward-looking exploration. First , catalyzed by the rapid growth of the
NEV industry, the automotive sensor market is poised for substantial long-term growth. Second , sensor
SoCs are the vital gateway between the physical and digital world. While computing chips serve as the
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“brain” of intelligent systems, it is sensor chips that enable the “brain” to see, hear, feel and respond to
the environment. Third , wireless integration, as a key development trend of future sensors, is redefining
the future of sensing technology. Sensor architectures have been evolving toward highly integrated
wireless sensor system-on-chips, i.e., SoCs, which combine traditional sensing function with low-power
wireless communication and edge computing capabilities, and enable energy and information flows with
interconnected cells. Through system-level integration, wireless sensor SoCs incorporate the components
and subsystems for wireless sensing into a single microchip, enabling them to perform physical signal
detection, and support localized data processing and wireless transmission. Such integration unlocks the
next-generation sensing platform across automotive, energy storage and industrial electronics
applications, featuring system-level integration, lightweight and low power consumption.
Our sensor SoCs equip hardware with multi-dimensional sensing capabilities, ranging from voltage,
current and pressure to temperature, humidity and acceleration, which we expect to be more widely
deployed in the AI era. Our sensor SoCs equip terminals with high-frequency data transmission that is
critical to edge AI capabilities. For instance, via our TPMS SoCs, tire pressure data can be continuously
transmitted to the cloud platform of vehicles for data analysis, thereby detecting abnormalities in advance
to provide early alarms.
We therefore identify our path at the nexus of market opportunities and our core capabilities. We
believe that wireless sensor SoCs are poised for tremendous long-term value and market potential.
According to the F&S report, it is expected that the global market size of automotive wireless sensor SoCs
in terms of revenue will increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR
of 55.3%. We believe that we are well-positioned to capture the growth opportunities in this market, which
is driven by the growth of the NEV market, elevated regulatory mandates, enhanced battery safety
requirements and battery architecture evolution, among others.
As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs reached
241.9 million units and our wireless sensor SoCs had been installed in more than 40 vehicle models.
According to the F&S report (as to market information):
 We are the third largest automotive wireless sensor SoC company globally and the largest
automotive wireless sensor SoC company in China in terms of revenue in 2025.
 We are the first supplier in China that had achieved mass production of TPMS SoCs and BLE
TPMS SoCs and also the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for
automotive OEMs in China. We ranked No. 3 globally and No. 1 in China in terms of the
revenue from TPMS SoC products in 2025.
 We are the first company that launched BPS SoC globally. We ranked No. 1 globally in terms
of the revenue from BPS SoC products in 2025.
 We are the first and currently the only company in China with automotive-grade wBMS
capabilities.
 Our products have been adopted by all of the top 10 domestic automotive OEMs in China in
terms of sales volume in 2025.
Our commercial success is underpinned by our unparalleled experience in automotive-grade mass
production. Automotive-grade mass production ability is a key benchmark in evaluating the fulfillment
capabilities of sensor chip providers, as automotive applications impose rigorous requirements on
performance, reliability and compatibility, and require extensive testing and validation by automotive
OEMs. According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to
undergo the procedures from design commencement to mass production. Our early-established and mature
automotive-grade mass production capabilities defend our competitive advantages, accelerate our
go-to-market execution, and provide steadfast support for efficient commercialization that precedes our
peers.
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Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and
further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer
retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key
customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin
increased from 16.6% in 2023 and to 20.3% in 2024 and further to 28.0% in 2025.
OUR PRODUCT PORTFOLIO
China has become the world’s largest automotive manufacturing and consumption market since
2009, according to the F&S report. Automotive sensor chips are the core component of automotive sensing
system, tasked with capturing a wide array of environmental and mechanical signals inside and outside of
vehicles, processing, calibrating and compensating them in real time, and relaying them to the domain or
central controllers. With the advancement of smart vehicles, automotive OEMs and Tier 1 suppliers have
been actively pursuing sensing capabilities, opening up new opportunities for sensor innovations. At the
same time, the automotive industry’s shift towards distributed architectures and edge intelligence was
placing ever higher requirements on sensor performance. We were founded in 2015 amidst these market
tailwinds, focusing on the development of automotive-grade sensor SoCs.
Intelligent Tire Sensing SoCs
We achieved the mass production of our TPMS SoCs, our major product for intelligent tire sensing,
in 2018. We are the first supplier in China that had achieved mass production of TPMS chips, according
to the F&S report. We established first-mover advantage when China promulgated the mandatory standard
for TPMS of passenger cars in 2017 (i.e., Performance Requirements and Test Methods of Tire Pressure
Monitoring System for Passenger Cars (جGB
26149-2017), implemented from 2020. Pursuant to such standard, our TPMS SoCs are adopted in Type I
TPMS (i.e., sensor-based), which is the predominant TPMS solution for passenger vehicles in China,
according to the F&S report. We are also the first supplier in China that had achieved mass production of
BLE TPMS chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades
of NEVs in China that require TPMS sensors to achieve high data rates, high bandwidth and bi-directional
communications. BLE TPMS solutions are emerging as the new industry trend due to their high integration
and platform-based advantages, according to the same source. Additionally, we are the first and the only
supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according to the same
source.
BMS SoCs
In 2021, we achieved the mass production of our BPS SoCs, one of our major BMS products, to
address the challenges of early fault detection in thermal scenarios. We fortified our first-mover advantage
with the launch of such product, when China promulgated the mandatory safety standard of the power
batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ
Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. We
remain our position in this market segment, ranking No. 1 globally in terms of the revenue of BPS SoC
products in 2025, according to the F&S report.
We continue to achieve breakthroughs with BMS SoCs, with the launch of new-generation BPS SoC
product that meets the elevated safety standard of power batteries from passive alerts to proactive defense.
In 2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in
China, which mandates that power batteries must not ignite or explode for at least two hours following a
thermal runaway event, and will be implemented from July 2026. We developed the first BPS chip in
China in 2025 that met such new mandatory standard, according to the F&S report.
wBMS SoCs
Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on
wireless battery monitoring system, or wBMS technology—a future-facing architecture with the potential
to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by significantly
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enhancing battery cell monitoring reliability and precision, streamlining battery pack assembly, reducing
wiring complexity and overall cost, and driving battery system intelligence. Specifically, compared with
traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring harnesses and enables modular pack
design to achieve overall production cost savings. They also offer critical value by improving connection
reliability and mitigating mechanical failure, minimizing peripheral component costs, and enhancing the
maintainability of battery packs (e.g., in energy storage systems, battery packs can be swapped in and out
rather than plug in and out wiring harnesses). By virtue of the unique benefits offered by wBMS SoCs,
the market for wBMS SoCs is projected for long-term growth, with global revenue increasing from
RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%, according to the F&S report.
We began to generate revenue in connection with our wBMS SoCs in 2025. Our wBMS SoCs had entered
into front-end validation and were in the process of obtaining formal designation from leading cell and
battery manufacturers in China as of the Latest Practicable Date.
USI SoCs
We achieved the mass production of our USI SoCs in 2021, which has enabled us to diversify the
application scenarios of our products. USI SoCs are characterized by applications in a wide range of
sensors such as air conditioning pressure sensor, intelligent chassis brake pressure sensor and vehicle
acceleration sensor. We identified that the USI SoCs address critical demands, e.g., (1) the replacement
of legacy components of traditional internal combustion engine vehicles, such as TMAP sensors for intake
manifold pressure, engine oil pressure sensors, and transmission pressure sensors; and (2) emerging
applications in NEVs, including sensors for air conditioning systems, and for monitoring pressure,
temperature and humidity and intelligent chassis pressure.
OUR TECHNOLOGY FOUNDATION
Our technological capabilities are the cornerstone for our value proposition. Since our inception, we
have established a proprietary sensor SoC platform that integrates sensing, processing and wireless
transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC
capabilities and engineering capabilities, which together form our technology foundation.
The following diagram illustrates how our technology foundation empowers us to innovate new
products and serve downstream sectors.
Proprietary Sensor
SoC Platform
Wireless Radio
Frequency Technologies
Automotive-grade
Capabilities
Engineering
Capabilities
Core Technologies
Intelligent
Tire Sensing
Battery
Management
Universal Sensor
Interface
Peripheral
Settings
Core Applications
Industrial
Electronics
Core Products
Automotive
Energy
Storage
RoboticsTele-
communications
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Proprietary Sensor SoC Platform
Characterized by high modularity and scalability, our proprietary sensor SoC platform empowers the
design and development of SoC products with functions and parameters customized for the diverse
requirements of various terminals. Our sensor SoC platform covers the essential functional blocks of a
sensor SoC system, including signal sensing (i.e., through MEMS interface circuit), signal processing (i.e.,
through ADC and MCU), and wireless communication (i.e., through auto wireless circuit). By selecting,
combining, configuring and optimizing these circuits, we can efficiently develop sensor SoCs to address
the needs of different application scenarios.
Our key technological breakthrough lies in our ability to effectively integrate wireless
communication circuits with other functional blocks on a single SoC. Unlike traditional sensor chips,
which typically only integrate sensing circuitry, our sensor SoC platform consolidates sensing, processing
and wireless communication into a single-chip SoC. This innovation offers critical advantages: (1) high
level of integration and enhanced reliability, resulting in cost savings in customer adoption; (2) flexible
signal processing capabilities adaptable to various scenarios; and (3) wireless data transmission that
eliminates wiring complexity, mitigates harness-related reliability risks and simplifies assembly efforts.
Wireless Radio Frequency Technologies
We have developed advanced wireless radio frequency technologies that provide us with competitive
edges in the wireless transition of sensor chips. We possess an extensive patent portfolio in automotive-
grade wireless communication, and we are one of the few Chinese fabless companies with in-house
automotive-grade radio frequency capabilities, according to the F&S report. These technologies enable us
to effectively serve automotive-grade wireless communication environment.
Automotive-grade Capabilities
We possess capabilities that meet the stringent standards of automotive-grade applications. We have
established a robust automotive-grade technology development architecture, complemented by a
systematic development process and a strong R&D team. As a result of our robust automotive-grade R&D
foundation, our products satisfy the key requirements for automotive-grade chips, such as precision
reliability, functional safety, diagnostics, redundancy and harsh-in-vehicle environment EMC, among
others. We have also established a robust, full-cycle quality control mechanism that complies with major
global standards as the backbone of our automotive-grade capabilities.
Engineering Capabilities
Complementary to our automotive-grade capabilities, we have developed robust engineering
capabilities to ensure that our products meet the rigorous automotive performance and reliability
standards, all the way until mass production. We have accumulated in-depth expertise in simulation,
packaging design, test calibration planning, reliability analysis and failure rate prediction, among others.
These engineering capabilities also enable us to design and continually improve our products in a
systematic manner.
OUR COMPETITIVE STRENGTHS
A Top Wireless Sensor SoC Provider, Dedicated to the Mission-critical Automotive Sensor Chip
Market
We are a top provider of wireless sensor SoCs globally. In terms of revenue in 2025, we are the third
largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC
company in China, according to the F&S report. The automotive-grade sensor chip industry is
characterized by high technical requirements, quality standards and commercialization barriers. Our
wireless sensor SoCs have achieved crucial advantage and defining uniqueness in this mission-critical
market in multiple aspects. According to the F&S report (as to market information):
 Intelligent tire sensing SoC . We are the first supplier in China that had achieved mass
production of TPMS SoCs and BLE TPMS SoCs. We are the first and the only supplier of
TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China. We ranked No. 3 globally
and No. 1 in China in terms of the revenue from TPMS SoC products in 2025. Our TPMS SoCs
achieved a cumulative shipment volume of 104.1 million units as of December 31, 2025.
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 BMS SoC . We are the first company that launched BPS SoC globally. We ranked No. 1 globally
in terms of the revenue from BPS SoC products in 2025. We are a major BPS chip supplier for
the No. 1 EV and energy storage system (“ESS”) battery provider globally. We are the first and
currently the only company in China with automotive-grade wBMS capabilities. We also began
to generate revenue in connection with our wBMS SoCs in 2025. As of the Latest Practicable
Date, our wBMS SoCs had entered into front-end validation and were in the process of
obtaining formal designation from leading cell and battery manufacturers in China. Leveraging
our frontrunner position, we are well-positioned to capture the enormous opportunities in the
fast-growing BMS SoC market, in particular the wBMS SoC market.
 USI SoC . Our analog output USI SoCs have achieved large-scale automotive OEM-installed
mass production, and we are also the only domestic provider with large-scale automotive
OEM-installed mass production capabilities of digital output USI SoCs in China. Our USI SoCs
support multi-channel sensor integration, and pressure sensors built with our USI SoCs have
been validated by leading domestic steer-by-wire chassis manufacturers, representing the
domestic breakthrough of localization for such category of sensors. In 2025, we ranked top two
in China in terms of the shipment volume of automotive-grade pressure sensor conditioning
chips, according to the F&S report.
Efficient and Adaptive Sensor SoC Platform Empowered by Proprietary Technologies, Enabling
Product Capabilities
We have curated an efficient and adaptive sensor SoC platform that constantly promotes the
development in automotive-grade sensor chips. Underpinned by our proprietary technologies and robust
patent portfolio, our proprietary sensor SoC platform consolidates three core blocks, including signal
sensing (i.e., through MEMS interface circuit), signal processing (i.e., through ADC and MCU), and
wireless communication (i.e., through auto wireless circuit on a single chip), to address the diverse
functional and performance specifications for various sensing conditions. This in turn enables the agile
development of comprehensive product matrix and customized solutions at low cost. Built upon our
proprietary sensor SoC platform, we have developed advanced wireless radio frequency technologies,
automotive-grade SoC capabilities and engineering capabilities that enable us to design and realize the
mass production of wireless automotive-grade SoCs in an efficient manner.
We enable automotive edge intelligence on a single chip with our signal sensing, signal processing
and wireless communication capabilities. The three core blocks of our sensor SoC platform have the
following primary strengths:
 Signal sensing—AFE sensing circuit . Our AFE sensing circuits have features that enable them
to achieve outstanding overall performance. Our AFE sensing circuits support multiple
interface types and allow flexible configuration. They support interfaces such as resistive
bridge sensors and capacitive sensors and address a variety of application scenarios, such as
acceleration, pressure, and temperature sensing. Our AFE sensing circuits support both
single-ended and differential operating modes, deliver excellent EMC performance, and are
integrated with comprehensive diagnostic and redundant designs.
 Signal processing—ADC circuit . Our ADC circuits are high-performance. Our ADC circuit
portfolio covers resolutions of 12, 16 and 24-bit, with conversion rates ranging from 1 kHz to
1 MHz. Our ADC circuits adopt a proprietary dual-sampling quantization technology to reduce
input noise and enable extended counting functionality, thereby enhancing input dynamic range
and output quantization accuracy and maintaining low power consumption. Our ADC circuits
are also integrated with comprehensive diagnostic and redundant designs, and are broadly
adaptable to a wide range of automotive-grade and industrial-grade wireless sensing
applications.
 Wireless communication—automotive wireless sensing circuit . We possess comprehensive
technical know-how and a robust patent portfolio in high-performance automotive-grade
wireless sensing circuits:
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(1) Our communication protocols for in-vehicle wireless transceiver systems achieve low
latency and stable access for up to 256 nodes simultaneously, leveraging technologies
such as frame sampling structures embedded with high-frequency signals and multi-time-
slot structure.
(2) The architecture design of our in-vehicle wireless radio frequency circuits reduces
transmission loss and channel collisions, improves system robustness and sensitivity and
enhances communication reliability and stability.
(3) We have invented key circuits and blocks underlying our design of in-vehicle wireless
radio frequency circuits. These circuits and blocks enable us to reduce latency and power
consumption, extend our product lifespan, enhance system reliability and robustness and
lower testing costs. For details of our underlying key patent portfolio, see “—Intellectual
Property Rights.”
Customer-centric Development, Fostering Synergistic Partnerships and Strong Customer Base
Leveraging our market position and technology advantages, we continue to accomplish innovations
with novel product features and functions through intensive collaborations with our customers. This allows
us to redefine products, satisfy and even anticipate most advanced customer demand and set industry
benchmarks. Through high-frequency and enduring technology exchanges, we gain insights into
downstream application scenarios and trends, building a virtuous end-to-end commercialization
cycle—from R&D and production to sales—and fostering resilient and engaged partnerships. For instance,
leveraging our profound exchanges with a customer, we developed the first BPS chip in China that met
the Safety Requirements for Power Batteries for Electric V ehicles (GB 38031-2025) ( ཥਗӛԓ͜ਗɢႅ
Ӌ), according to the F&S report. GB 38031-2025 was commonly known as the strictest battery
safety order in history, which mandates that power batteries must not ignite or explode for at least two
hours following a thermal runaway event, and imposes more stringent requirements on BPS chips. We are
also co-developing an intelligent TPMS chip product customized for the autonomous driving environment
with the No. 1 TPMS module supplier in China according to the F&S report, which, in addition to the basic
pressure and temperature monitoring functions of TPMS chips, can adapt to the appropriate manual
driving or autonomous driving mode under varying conditions and empower real-time vehicle safety
assessment.
Our synergistic partnership with customers has enabled us to accumulate extensive experience in
automotive-grade chip design and mass production, and in turn contributes to our strong customer base.
We have established ourselves as a trusted brand of choice among domestic automotive-grade wireless
SoC providers, well-acknowledged for our product performance, comprehensive technical support and
rapid responsiveness. We have cultivated a high profile customer base by promoting the adoption of our
products among a number of industry leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group,
Changan Automobile, Chery Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group)
and their Tier 1 suppliers. Our products have been adopted by all of the top 10 domestic automotive OEMs
in China in terms of sales volume in 2025, according to the F&S report. The average length of our
collaborations with our top five customers in 2024 was approximately five years, demonstrating our strong
relationship with them despite our short commercialization history. In 2023, 2024 and 2025, our key
customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key
customers was 231.3%, 159.0% and 133.9% for the same periods, respectively.
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Extensive Supply Chain Coordination Experience and High-quality Fulfillment Capabilities,
Empowering Proven Record of Large-scale Delivery
We have deep experience in coordinating supply chain activities and resources, which were
accumulated through our R&D in automotive-grade chips and extensive collaborations with suppliers
including foundries, and packaging and testing service providers. We have established decade-long
collaborations with a number of leading foundries, and packaging and testing service providers with rich
experience in automotive-grade products, to ensure the integrity and stability of our supply chain, which
are pivotal to our proven record of mass production and successful delivery. As of December 31, 2025,
the cumulative shipment volume of our automotive sensor SoCs reached 241.9 million units.
As a fabless company, we leverage from our know-how in the supply chain to achieve production
reliability, quality assurance and cost competitiveness, driving sustainable operational excellence. For
instance:
 Our chip design team and packaging/calibration engineering team have extensive experience in
the packaging design and validation of automotive-grade chips. They work closely with the
technical teams of packaging service providers, providing guidance and support throughout the
design and development process, jointly overcoming a number of technical challenges in
advanced packaging. As our chips operate in environments characterized by high temperature,
humidity and corrosive exposure—conditions which pose significant challenges to packaging,
we conduct extensive validation with packaging service providers across different packaging
materials and process combinations. This enables us to resolve key pain points in chip
manufacturing, including material moisture absorption and deformation, packaging stress
deviation, waterproofing and corrosion resistance and package sealing integrity.
 To enhance supply chain flexibility and reduce production costs, we conduct independent
development and continuously upgrade calibration and testing equipment for sensor chips. Our
chips undergo a dedicated calibration process during mass production, for which the procedures
and parameters must be highly customized based on the specific characteristics of each
product. Through three generations of upgrades and optimization, our automated calibration
equipment has achieved industry leadership in quality control, production yield and throughput
and lowered the mass production cost of calibration process by approximately 70%. Such
accumulation in calibration and testing processes has enabled us to achieve greater flexibility
across our supply chain and improve cost efficiency in the mass production of chips.
We stand up to the most rigorous requirements on product reliability, quality and safety of
automotive-grade chips. We have established a quality control system aligned with automotive-grade
standards covering each stage of the product lifecycle, and implement rigorous quality management
throughout the entire process throughout R&D to production. This includes cross-functional coordination,
automotive-grade product design and development, production process control, reliability qualification in
compliance with AEC-Q standards, and more stringent reliability testing protocols specific to automotive-
grade products. In particular, we have developed and implemented a full-cycle defect planning and
management process that spans from initial product design (i.e., “design-for-test,” in which we incorporate
defect testing procedures at the early design stage) to various subsequent validation procedures, which
complies with AEC-Q004 (Automotive Zero Defects Framework). By virtue of our rigorous quality
management and defect control, we achieved an ultra-low PPM of 3, significantly outperforming the
industry average of 10 PPM, according to the F&S report. Our quality control has received a number of
key certifications, including ISO 9001 standard for quality management systems, ISO 26262 ASIL D for
road vehicles functional safety and ISO 14001 for environmental management systems. Through the
four-pronged approach of reliability-oriented design, comprehensive reliability validation, high-coverage
production testing and stringent supplier management, we ensure the reliability of our products.
Our dedication to reliability has won recognition and trust from our customers. For example, we were
awarded the Technology Contribution Award by Ampron and serve as a major supplier of BPS SoCs for
the No. 1 EV and ESS battery provider globally and BLE TPMS SoCs for the No. 1 TPMS module supplier
in China according to the F&S report.
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Expanding Applications in In-vehicle Sensing and Natural Extension to Adjacent Fields to Seize
Commercialization Opportunities
Benefiting from our SoC platform capabilities and synergistic partnership with top tier customers,
especially with respect to automotive-grade products, we believe that we are well-positioned to extend the
boundaries of in-vehicle sensing capabilities and create more value for in-vehicle application scenarios.
We have constructed and continued to enrich the applications of our products in various in-vehicle sensing
settings, including power management, battery pack monitoring, transmission pressure detection, air
conditioning system pressure sensing, suspension pressure sensing and ultrasonic sensing. This continuous
expansion has significantly improved vehicle-level sensing capabilities.
We have laid a solid foundation for the wider adoption of wireless sensor SoCs across emerging
application fields. Wireless sensor SoCs are the foundational next-gen sensing component in the intelligent
era. With their compact form factor, low power consumption and high integration, wireless sensor SoCs
can perform crucial functions in a wide range of industrial application scenarios. Our wBMS SoCs have
already been deployed as engineering samples in energy storage settings. We are also jointly developing
customized wBMS SoCs tailored for energy storage applications with a leading international energy
storage BMS provider.
Seasoned and Visionary Management Team and Strategic Collaborations with Industry
Shareholders, Supporting Sustained Innovation
We are an innovation-driven and market-oriented technology company. The sensor SoC industry is
characterized by rapid iteration, a close alignment with evolving market dynamics and the need for
sustained investment in technological and product innovation. Our growth has been strongly supported by
our seasoned and visionary management team that consistently upholds our core values.
Our stable and dedicated management team, especially our core R&D team, possesses industry
expertise and strategic foresight. They were early to identify the immense potential of wireless sensor
SoCs and have firmly guided our strategic and technological trajectory since our inception. In particular,
they bring direct, hands-on experience in the R&D and commercialization of wireless sensor SoC
technologies, alongside a sophisticated understanding of relevant technologies and market dynamics,
which they have infused into our long-term development. Our chairman of the Board, executive Director
and chief executive officer, Dr. Li Mengxiong, brings in over 20 years of experience in IC design, R&D
and management. He previously held key technical roles at international technology companies including
OKI Techno Center (Singapore), SEQUANS Communications and SENSA TA Technologies. Dr. Li is
highly accomplished in the fields of automotive sensor chips, radio frequency communication and
optoelectronic integration. He plays a pivotal role in shaping our overall technical roadmap and major
innovation decisions, and was instrumental in laying the foundation for our BLE TPMS SoC and wBMS
SoC products. Our core R&D team members have, on average, approximately 20 years of experience in
the design and development of technologies essential to wireless sensor SoCs, especially for automotive-
grade applications. They had held R&D roles at globally renowned technology companies including
Alcatel, OKI Techno Center (Singapore), Qualcomm, Cadence and Goertek. Mr. Li Shuguang, our
executive Director and vice president and a key R&D leader, has extensive expertise in high-precision,
low-power signal conditioning, high-performance clock circuits, radio frequency front-end design and
chip system integration. Our key R&D leader, Mr. Wen Li, has a strong technical foundation in automotive
wireless sensing technologies and new energy vehicle battery system applications. Our key R&D leader,
Dr. Chen Cheng, brings in two decades of deep research and architectural innovation experience in
high-performance mixed-signal IC design, with a particular specialization in ADC technologies. Their
combined insight and cohesive leadership underpins our innovation engine.
Our competitive advantage has also attracted a number of renowned strategic industry investors,
including pioneering industry players such as Geely, Baolong Automotive, Shangqi Capital and SANY ,
and further enabled the formation of strong collaborative partnerships. Their engagement brings us access
to broader collaborative opportunities and resources.
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OUR GROWTH STRATEGIES
Commit to Innovations to Seize Market Opportunities and Reinforce Technology Advantages
To reinforce our market advantages in wireless sensing SoCs, we plan to further increase our R&D
investment and advance technology upgrades in the following areas:
 Higher integration . Integration enables the incorporation of various wireless sensing-related
blocks and circuits into a single chip or chipset to achieve high performance, low power
consumption and compact form factor. We will continue to enhance the level of integration of
our products, enabling more efficient and miniaturized SoC solutions.
 Wireless . As automotive intelligence deepens, the number of in-vehicle sensors has been
rapidly increasing, which makes traditional wiring harnesses fall short of the demands of
modern vehicle E/E architectures. With the evolution of vehicle E/E architectures toward
centralization, wireless sensing is becoming increasingly critical with its capability to reduce
system complexity and improve flexibility. We will deepen our R&D efforts in wireless
technologies, particularly in the enabling technologies for wireless BMS SoCs.
 SoC platform . Our SoC platform is the cornerstone of our innovation capabilities, which
empowers the agile development of comprehensive product matrix and customized solutions at
low cost. We expect to further enhance the scalability of our SoC platform to drive up the
efficiency and outcome of our R&D. We plan to intensify our technical investment in key
blocks of our SoC platform, such as the on-off keying (“OOK”) for lower power consumption
and high sensitivity, and energy harvesting circuits that reduces the power consumption
requirement and design complexity for chips.
We believe these R&D investments are pivotal to the further enhancement of our technology
foundation and, in turn, the development of products with more competitive parameters, such as
performance, wireless capabilities and power consumption. While this may result in higher research and
development expenses in absolute amount, such as expenses for basic R&D (e.g., materials costs,
processing fees, testing and verification expenses), recruitment and retention of R&D personnel, and
procurement of hardware and software, enable us to provide more attractive products to the market and
reinforce our competitive advantages, and, eventually, contribute to our sales growth and harness our
market position.
Advance Product Development to Expand Product Portfolio and Application Scenarios
Driven by our “Product-market Fit” principle, we will continue to upgrade and expand our product
offerings in response to evolving market demand. We expect to focus on enhancing product coverage and
broadening application scenarios across key and emerging verticals.
We intend to further invest in the development of our wBMS SoC products, to accelerate their
commercialization progress. We believe that our single-cell wireless technology roadmap for this product
has broad future potentials, due to its competitive advantages in reduced costs and complexity, among
others. For details, see “Industry Overview—Overview of Global and China’s Wireless Sensor SoC
Industry.” We expect to expedite our development efforts, including further developing wBMS SoC
products for the energy storage sector, and wBMS SoC products for intelligent cells with more sensor
interfaces and smarter EIS measurement techniques.
We will also further strengthen our intelligent tire sensing SoC product line. With the evolution of
industry requirements, the role of TPMS has extended beyond pressure monitoring to encompass
temperature, load and even tire burst detection. We will build on our ability to meet these new
requirements. Currently, our latest generation of TPMS SoC is equipped with robust hardware support for
high-performance tire burst detection, and leverages a dynamic low-power architecture with adjustable
sampling frequency and trigger timing, ensuring timely and reliable burst monitoring. Going forward, we
will continue to develop similar technologies for our intelligent tire sensing SoCs based on emerging
market trends and further strengthen our product portfolio.
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We have initiated strategic development of sensor SoCs tailored for robotics applications, such as our
eddy current position sensor SoC. This USI SoC enables high-precision sensing even in environments with
strong EMI and harsh conditions, which is suitable in a wide range of applications, including robotic
joints, eVTOL propulsion motors, new energy vehicle power systems and chassis systems. We also plan
to develop USI SoCs tailored for humanoid robots. In areas such as foot assembly and six-axis force of
humanoid robots, our USI SoCs can calibrate the consistency and temperature drift of force or torque
sensor outputs, thereby enhancing signal quality and simplifying sensor control algorithms. We will
continue to invest in the development of these sensor SoCs, as well as other sensor SoCs with broad
applicability in robotic systems.
We expect to further penetrate the application of our products into energy storage and industrial
electronics scenarios of clear demand. We plan to promote the application of our wBMS SoCs in energy
storage scenarios, battery swap infrastructure and scooters, where the demand for high system flexibility
and scalability is best addressed by wireless solutions. We also plan to expand the application of our USI
SoCs to the commercial air conditioning sector. When integrated with pressure sensors, our USI SoCs
enable real-time monitoring of pressure variations in refrigerant pipelines, contributing to energy
efficiency and enhanced system safety.
We believe that the enhancement and expansion of our product matrix and extension of application
scenario will contribute to our revenue growth and enlargement of our business scale. We expect to incur
costs associated with such growth, including additional materials costs, costs for chip testing and
packaging, and certification costs for the new products. As our product portfolio evolves and application
scenario expands, we also expect that the risk with concentrating on selected product line or application
scenario will also decline.
Reinforce Collaborations with Our Blue-chip Customers and Expand Our Customer Base
We will remain committed to our customer-centric innovation approach. We aim to deepen
partnerships with our existing blue-chip players, such as leading automotive OEMs and Tier 1 suppliers,
while expanding our customer base to capture additional growth opportunities.
We plan to continuously conduct in-depth market research and maintain close communication with
customers to analyze and assess the cooperation status of both existing and potential customers. This will
help us gain deeper insights into their evolving needs and guide product and service upgrades accordingly.
Leveraging our existing resources and established customer relationships, we intend to engage in
deeper collaboration across joint development, validation and testing processes. These efforts will support
efficient product upgrades and strengthen long-term customer engagement.
We plan to pursue an industry-focused customer expansion strategy. In the automotive sector, we will
capitalize on our technological advantages to further develop relationships with premium automotive
OEMs and Tier 1 suppliers. Simultaneously, we aim to identify and engage high-quality customers in
adjacent markets such as energy storage and industrial electronics.
We believe that these efforts will reinforce our relationship with key customers and diversify our
customer pool, and, as a result, contribute to our revenue growth. This will also enable us to develop a
deep, stable and reliable customer base, thereby reducing customer-specific risk exposure. We might incur
additional marketing costs and costs for expanding our sales network in furtherance of these strategies.
Pursue Overseas Expansion and Enhance Global Exposure
To accelerate the implementation of our global development strategy, we plan to further expand our
international presence and increase our investment in overseas expansion initiatives. We plan to cultivate
our overseas customer base and devote greater R&D and sales resources to support such growth.
Specifically, we intend to deepen our cooperation with existing partners to penetrate overseas markets,
leveraging our collaborative relationship to jointly explore global opportunities. We also plan to actively
explore new cooperation opportunities with high-potential customers in overseas markets, such as
premium players in Europe’s automotive market.
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We will promote the adoption of our sensor SoCs in overseas markets with prominent demand, such
as countries with strong automotive sectors. We intend to establish our global sales operations through
product and sales teams focused on selected overseas markets, such as Europe and Southeast Asia, with
a wealth of potential customer resources. These dedicated teams will identify the needs of leading
automotive OEMs and Tier 1 suppliers, promote our product offerings, secure project designations and
facilitate our supplier qualification process. Through these endeavors, we aim to strengthen customer
engagement and international brand presence, thereby anchoring high quality orders from overseas
customers with stable and robust demand that contribute to our revenue growth. We may incur expenses
for establishing overseas network in furtherance of these objectives.
Driven by our “Product-market Fit” principle, we also plan to build up our global R&D capabilities
to improve localization and customized development and implement more efficient R&D strategies in
relevant local markets. As our sensor SoC products are deployed in the products of our downstream
customers and closely associated with the local industry standards, we intend to establish overseas R&D
centers in Europe and Southeast Asia to support development tailored to local requirements. The R&D
outcomes at global branches will be aggregated at the group level to enrich our proprietary technology
stack and strengthen our SoC platform, thereby empowering globalized product innovation. These efforts
will allow our R&D activities to more closely align our R&D activities with the demand of the local
market, and ensure that our technologies are in pace with the latest development of the global industry
standard. We may incur costs associated building up such R&D capabilities, including expenses for hiring
local R&D professionals and establishing local R&D centers.
To empower a resilient and supportive supply chain that satisfies the needs of our overseas sales
expansion, we plan to diversify our supply chain to improve delivery and service capabilities for overseas
customers. These facilities will strengthen our supply chain for overseas sales, and enhance the flexibility
and responsiveness of our supply chain to accommodate to the demand of international customers.
We intend to selectively pursue strategic alliance, investment and acquisition opportunities to
strengthen our competitiveness. We will evaluate and execute alliance, investment and acquisition
opportunities that complement our product portfolio and technology stack (e.g., Chinese and overseas
targets that provide synergies in automotive-grade wireless sensor chips), help us penetrate high-growing
sectors, add new capabilities and enhance our growth potentials. We expect that our investments may take
on multiple appropriate forms, including equity investments and acquisition of assets and teams. As of the
Latest Practicable Date, we had not identified any potential investment or acquisition targets. To the extent
that we identify suitable targets and successfully integrate their businesses with ours, we expect that such
investment will expand our revenue sources, enrich our technology stack through less upfront investment,
and increase our operational leverage.
Build A Robust Talent Pipeline to Sustain Innovation and Growth
We believe that talent is the foundation of our core competitiveness and long-term development. We
place strong emphasis on building a robust talent pipeline and organizational depth. To this end, we will
continue to attract global talents through compelling incentive mechanisms and an open, collaborative
corporate culture. We also plan to deepen our partnerships with universities and research institutions to
cultivate a strong reserve of high-caliber professionals. Additionally, we aim to enhance our internal talent
development systems to construct a well-structured, multi-level talent ladder.
We intend to scale up our tiered training programs, including (1) Starter’ s Program (ྌ),
targeting new graduates and recent hires to accelerate onboarding and early growth; (2) Pillar’ s Program
(ྌ), empowering technical professionals with access to advanced resources to enhance their
capabilities; and (3) Leader’ s Program (ྌ), focused on equipping mid- to senior-level managers
with broader strategic perspectives and leadership training. To further industry-academia collaboration, we
intend to establish co-training programs with leading universities in China to enhance our employer
branding and talent acquisition. We also plan to further enhance incentive schemes for core employees to
boost motivation and retention. We will strengthen diverse employee engagement initiatives and promote
an energetic workplace culture to foster greater cohesion.
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As an extension of our globalization strategy, we plan to recruit local professionals in Europe to
support our regional technical services and market expansion. Through the establishment of a European
talent and R&D hub, we aim to drive breakthroughs in core chip technologies and provide localized
support to global customers. This initiative will also enhance our international competitiveness, enhance
our integration into the global automotive electronics ecosystem and strengthen our brand recognition and
influence in overseas markets.
OUR PRODUCTS
Overview
We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor
chips. Sensor SoCs play critical roles in detecting specific physical properties (such as voltage, current,
impedance, temperature, pressure, motion or chemical presence) and converting them into electrical
signals for processing and measurement. Since our inception, we have been committed to the R&D and
provision of sensor SoCs, with a heightened focus on wireless sensor SoCs. We believe that wireless
sensor SoCs define the future of sensor SoCs, in particular in in-vehicle environment, energy storage
settings and industrial electronics settings driven by its advantages in high integration, better performance,
lower power consumption and more rigorous safety standards.
Driven by our relentless efforts into innovations and our profound industry knowhow, we have
curated a robust product portfolio and further extend and deepen our product pipeline. We currently offer
a comprehensive portfolio of sensor SoCs, primarily including (1) intelligent tire sensing SoCs; (2) BMS
SoCs; (3) USI SoCs; and (4) others, including primarily USS SoCs.
The following table sets forth a breakdown of our revenue by product type and further by customer
type for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs.
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The following table sets forth a breakdown of our revenue by wireless feature for the periods
indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Wireless sensor SoCs (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 292,687 61.2
Wired sensor SoCs (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,883 61.2 137,272 39.5 183,817 38.5
Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100443 0.2 1,681 0.5 1,357 0.3
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
(1) Wireless sensor SoCs refer to our TPMS SoC products from 2023 to 2025. We began to generate revenue in connection
with our wBMS SoCs in 2025, while we continued generating revenue from our TPMS SoC products.
(2) Wired sensor SoCs primarily include BMS SoCs and USI SoCs.
(3) Others primarily include products, services and wafer materials sold that were ancillary to our provision of SoCs.
The following table sets forth a breakdown of our sales volume and ASP for the periods indicated.
As advised by F&S, the ASP of our intelligent tire sensing SoCs and BMS SoCs during the Track Record
Period is in line with industry average price in China.
Y ear ended December 31,
2023 2024 2025
Sales
volume ASP
Sales
volume ASP
Sales
volume ASP
(Sales volume in thousand units, RMB per unit for ASP)
Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H110012,446 6.9 32,452 6.4 44,670 6.5
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,811 25.9 2,360 18.1 3,806 17.6
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293,835 0.3 265,705 0.3 323,631 0.4
Our Product Portfolio
Intelligent tire sensing SoCs
Intelligent tire sensing SoCs are the core component of the sensor for each tire. They continuously
monitor critical parameters such as tire pressure, temperature, voltage and current in both driving and
stationary conditions, and transmit such data wirelessly via radio frequency to the vehicle’s control unit,
where it is displayed on the dashboard. When tire pressure loss or fluctuations exceed defined safety
thresholds, the system triggers a timely alert to ensure driving safety.
Our intelligent tire sensing SoCs sold during the Track Record Period primarily consisted of TPMS
SoCs, which are wireless in nature. Our TPMS SoCs have the following principal features:
 Ultra-low power consumption . Our ultra-low power design enables sensors to operate for up to
10 years even on compact coin cell batteries, ensuring long-term reliability with minimal power
requirements.
 High integration . Our highly integrated chip architecture minimizes the number of external
components required for sensor solutions, significantly reducing overall bill of materials
(“BOM”) cost and saving valuable PCB space.
 Compact package design . Our chips are available in small-footprint packages, facilitating the
miniaturization of sensor modules and enabling greater design flexibility.
 Comprehensive product portfolio . We offer a full range of wireless radio frequency options,
including traditional 315/433 MHz series and low frequency (“LF”) 125 kHz series, as well as
pressure ranges that cover both passenger and commercial vehicle applications.
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Unlike our traditional TPMS SoCs that transmit on 315/433 MHz, our BLE TPMS SoCs transmit at
2.4 GHz over Bluetooth Low Energy. The following picture demonstrates how our BLE TPMS SoCs
function within vehicles.
Wear of tires
Tire blowout warning
Parameters including
body load capacity
Tire pressure data
collection and processing
BLE and RF transmit pressure,
temperature and acceleration data
Vehicle operates normallyVehicle receives
normal pressure data
Vehicle receives abnormal
data and displays
abnormality warning
Abnormal
case
Normal
case
Measures (e.g., brake and pull over)
taken to reduce the accident rate of
and loss caused by tire blowout
BMS SoCs
Our BMS SoCs perform critical functions to ensure the safe, efficient and reliable operation of
rechargeable battery packs, such as those used in EVs and energy storage settings. Typically through AFE
sensing, BMS SoCs monitors cell voltage, temperature and current, enabling real-time evaluation of
state-of-charge (“SOC”), state-of-function (“SOF”) and state-of-health (“SOH”). Our BMS SoCs have the
following critical functions:
 Ensure operational safety and efficiency . BMS SoCs accurately measures the voltage,
temperature and impedance of individual battery cells to ensure they operate within safe
parameters and to maintain overall battery efficiency.
 Enable precise health monitoring . BMS SoCs monitor each battery cell independently to assess
battery health, enabling effective cell balancing mechanisms and preventing overcharging or
deep discharging of individual cells.
 Support regulatory compliance . BMS SoCs provide essential data required to meet regulatory
requirements, including information necessary for the digital battery passport.
Our BMS SoCs currently primarily include BPS SoCs, and, to a lesser extent, BAS SoCs.
 Our BPS SoC is a pressure sensor chip applied in BMS systems, featuring air pressure detection
and reverse-trigger alert functionalities. It can promptly detect abnormal internal pressure
changes in the battery pack in the event of thermal runaway, rapidly wake the BMS from sleep
mode into active mode and initiate subsequent protective actions such as high-voltage
disconnection and accelerated cooling. Our BPS SoC adopts an MCU-based architecture and
embeds multiple thermal runaway detection algorithms in firmware, along with configurable
alarm threshold. Our BPS SoC has been deployed in BMS systems for both ternary lithium and
lithium iron phosphate batteries.
 Our BAS SoC is also designed for thermal runaway detection within battery packs and connects
to the BMS system via wiring harnesses. During thermal runaway of lithium batteries, dense
smoke is generated, causing infrared light to scatter. BAS SoC determines smoke concentration
by measuring the scattered light intensity, enabling early detection of thermal runaway events.
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 While both of our BPS SoCs and BAS SoCs serve as thermal runaway detection chips within
battery BMS, they differ in sensing principles and application mechanisms. BPS SoC is a
pressure-based sensor which detects abnormal internal pressure changes within the battery pack
during thermal runaway events. It features MCU-based architecture with embedded detection
algorithms and configurable alarm thresholds, enabling rapid wake-up of the BMS and
activation of protective actions such as high-voltage disconnection and accelerated cooling. In
contrast, BAS SoC is an optical-based sensor connected to the BMS via wiring harnesses,
designed to identify thermal runaway by monitoring smoke concentration. It measures the
intensity of infrared light scattered by smoke particles generated during thermal events,
providing early warning of potential battery failures. While both chips enhance battery safety
through early detection of thermal runaway, the BPS SoC focuses on pressure variation sensing
and system activation, whereas the BAS SoC detects smoke concentration via optical
scattering, complementing each other in multi-dimensional safety monitoring.
Our BPS SoCs have the following principal features:
 Wider pressure tolerance range . With a pressure tolerance range from 40 to 260 kPa, our BPS
SoC is capable of operating under a broader pressure range during thermal runaway events,
enhancing safety and adaptability.
 Comprehensive alarm strategies . Equipped with both /H9004-pressure alarms and pressure gradient
alarms, our BPS SoC enables more comprehensive early-warning mechanisms.
 High pressure resolution and precision. Our BPS SoC has a high pressure resolution of 0.1 kPa.
It also has lower errors across the entire operating temperature range, enabling timely, reliable
thermal runaway detection.
 Automotive-grade thermal endurance . With a working temperature from -40 to 125°C, our BPS
SoC is designed to meet AEC-Q100 Grade 1 standard, operating reliably within an extended
temperature range suitable for thermal runaway monitoring.
wBMS SoCs
We have strategically invested into the development of wBMS SoCs since 2022. We and our
founding team have accumulated years of technical expertise in front-end sampling chips for BMS,
particularly in wireless BMS sampling chips. Our founding team had conducted early-stage research into
wireless BMS chip technologies through their application in energy storage scenarios. With the rapid
development of EVs, battery cells have become one of the most critical components of vehicle
architecture. Our continued exploration of wireless BMS SoCs can play a vital role in enabling
full-lifecycle monitoring and management of power batteries, covering aspects such as capacity, lifespan,
safety, diagnostics and recycling. Such initiative also aligns with the ongoing trend in battery systems
toward higher energy density, larger formats and enhanced reliability.
We have been sharply focused on the technology roadmap of single-cell wireless chip, strategically
prioritizing the development of AFE chip, which is the voltage and temperature sensing front-end most
closely integrated with the battery cells in a wBMS. Our technology roadmap has the following advantages
as compared with multi-cell distributed wireless solution and traditional wired solution, according to the
F&S report.
Comparison of Multi-Channel Sampling and Single-Channel Sampling
Comparison Dimension Multi-Cell Mode
(Multi-Channel Sampling)
Single-Cell Mode
(Single-Channel Sampling)
Costs
 (based on post
mass-production)
Relatively higher overall system cost than
single-channel sampling
Higher integration, potential for lower system
cost
Assembly Complexity Requires certain manual operations of
connector and wiring
Enables full-automation assembly, improving
consistency and efficiency
Lifecycle Management Challenges tracking battery cell status across
full lifecycle
Better lifecycle management, cell status is
traceable across all stages
Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip,
easier sensor fusion, enabling better sensing
accuracy
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Comparison of Wired BMS and wBMS Sensor Chips
Comparison Dimension
Traceability
Wired BMS Sensor Chips wBMS Sensor Chips
Unable to realize lifecycle traceability of the
battery cell
Enhancing lifecycle traceability and safety
Wiring and Layout
Complexity
Relies on large amounts of wiring, complex
layout and high production process
requirements
Significantly simplifies wiring and
connections, reducing layout complexity and
failure rate
Manufacturing Process
and Costs
Requires high-voltage process, higher system
cost
Uses low-voltage wafer process, simplified
assembly, lower system costs
Reliability & Scalability Complex system, limited reliability and
scalability
Modular design, simplified architecture, better
scalability and ease of maintenance
Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves
SoC accuracy
The following picture provides an illustration of our wBMS SoC.
Voltage/
impedance/
temperature
Cell Sensor Net Master
USI SoC
USI chip is a universal, fully integrated sensor interface chip. USI chip is capable of providing signal
amplification, calibration and temperature compensation for virtually all types of ceramic capacitive and
resistive bridge sensors.
The following table illustrates the details of our USI SoCs.
Product Major functions and features Major application scenarios
Ceramic
capacitive
sensor SoC /H1100/H1100/H1100/H1100
Our ceramic capacitive sensor SoC
integrates multiple functions,
including capacitive conversion,
signal amplification, filtering,
ADC sampling, sensor calibration,
temperature compensation and
output processing. Leveraging its
comprehensive integration,
reliability and cost-effectiveness,
it is widely used as the core
component for automotive
ceramic capacitive sensors.
 Automotive air conditioning
pressure sensor
 Automotive thermal management
temperature and humidity sensor
 Transmission oil pressure sensor
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Product Major functions and features Major application scenarios
Resistive bridge
sensor SoC /H1100/H1100/H1100/H1100
Our resistive bridge sensor SoC
amplifies signals from resistive
bridge sensors and performs
specific calibration. It digitally
compensates for signal offset,
sensitivity drift, temperature drift
and nonlinearity. With built-in
power protection, wide operating
temperature support, excellent
EMC and robust diagnostic
capabilities, it is widely deployed
across diverse applications.
 Fuel vapor pressure sensor
 Intake manifold pressure sensor
 Commercial air conditioning
pressure sensor
 Robot foot assembly (under
development)
 Robot six-axis force sensor
(under development)
Temperature and
humidity
capacitive
sensor SoC /H1100/H1100/H1100/H1100
Our temperature and humidity
capacitive sensor SoC is a low-
power, high-precision signal
processing and control solution
designed for small capacitive
sensors. It supports single,
differential and full-bridge
capacitance modes, and includes a
highly linear integrated
temperature sensor. This SoC is
widely used as the core
component in temperature and
humidity sensing applications.
 Temperature and humidity sensor
for automotive anti-fog
 Temperature and humidity sensor
for refrigerator anti-condensation
control
 Temperature and humidity sensor
for battery (under development)
Eddy current
position sensor /H1100
Our eddy current position sensor
module is a non-contact
measurement device based on the
principle of electromagnetic
induction. It can accurately detect
changes in the relative position
between a metallic conductor and
the probe.
 Rotor position sensor for
permanent magnet synchronous
motors
Operational
amplifier /H1100/H1100/H1100/H1100/H1100/H1100
Our operational amplifiers offer a
variety of models designed for a
wide range of applications,
including low-power general-
purpose amplifiers, high-precision
amplifiers and zero-drift
amplifiers.
 ASIC input or output amplifiers
 Sensor interfaces
 Medical communication
 Smoke detectors
 Audio output
 Piezoelectric transducer
amplifiers
 Medical equipment
 Portable systems
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USS SoCs
USS chips are designed to detect the distance, position and characteristics of obstacles by emitting
and receiving ultrasonic signals to sense the surrounding environment. They enable a wide range of
applications including intelligent driving systems, automatic parking systems, reversing assistance
systems, blind spot detection and warning systems, fuel tank level monitoring, industrial distance
measurement systems and obstacle detection systems for drones and robots.
Our USS SoCs are currently primarily adopted in automatic parking scenarios. Compared with
commonly used automotive ranging sensors such as millimeter-wave radar and LiDAR, ultrasonic sensing
powered by USS SoCs offers distinct advantages in low-speed, close-range scenarios, including lower
system cost and minimal blind zones. Their superior near-field detection performance complements other
ranging technologies and make them particularly well-suited for automatic parking applications.
Our USS SoCs have the following features and advantages.
 Superior signal-to-noise ratio . Our USS SoCs have superior signal-to-noise ratio, capable of
detecting standard obstacles at a distance of up to five meters.
 Single-chip design . Our USS SoCs adopt a single-chip design, with simplified peripheral
circuitry that facilitates compact sensor design.
 Transformer-free . Our USS SoCs can be transformer-free, thereby reducing BOM costs and
enabling miniaturization of the sensor.
OUR BUSINESS MODEL
We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication
and chip packaging and testing activities to third-party business partners. By concentrating our resources
on product design and R&D processes, we can swiftly respond to evolving market demands and
continuously innovate our product offerings. According to the F&S report, the fabless business model is
consistent with the increasing trend of specialized division of labor within the semiconductor industry,
allowing fabless companies to focus attention and resources on design and R&D.
We provide SoCs based on our proprietary design, as well as integrated solutions based on the
specific demands of certain customers. For our integrated solutions, we leverage our industry know-how
and collaborate closely with our customers to design and provide customized modules. This enables us to
reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors
and constantly upgrade and enhance our offerings.
The following diagram illustrates our fabless business model.
Design
Our Expertise Team
Manufacturing
M
 Sales
Our Group
End Customers
Distributors
Direct Sales
Materials
Packaging and Testing
Foundries
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COMMERCIALIZATION
We have adopted a transaction-based model. The following table sets forth the timeline of
commercialization of each of our major product series.
Milestone TPMS SoC BMS SoC USI SoC USS SoC
Mass production /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002018 2021 2021 2024
Commencement of revenue
generation (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2017 2020 (2) 2021 2024
(1) We may recognize revenue from product sampling and small-scale production before proceeding into the mass
production stage.
(2) We began to generate revenue in connection with our wBMS SoCs in 2025.
Our Industry Standards
The following table sets forth the major industry standards applicable to our products and the major
requirements of our downstream industries, respectively. Our products satisfied the requirements of each
of the corresponding industry standards.
Industry Standards Applicable to:
Products Our Products Downstream Industries
Intelligent tire
sensing SoCs  AEC-Q100, Automotive
Electronics Council
Qualification Test for
Integrated Circuits, one of
the key quality certifications
required before automotive-
grade chips enter mass
production. It is an
automotive industry standard
used to assess the reliability
and durability of integrated
circuits for in-vehicle
applications. It sets out a
suite of qualification tests to
verify performance stability
under extreme temperature,
vibration and electrical stress.
 GB 26149-2017, Performance
Requirements and Test Methods of
TPMS for Passenger Cars (ߣ
جa
mandatory national standard. It
requires vehicles to install TPMS as
specified to enhance driving safety and
tire use efficiency.
BPS SoC  AEC-Q100.  GB 38031-2020, Safety Requirements
for Traction Batteries Used in Electric
V ehicles (ࠅ
Ӌ). It sets safety requirements and test
methods for power battery cells,
battery packs and systems used in EVs
to ensure safe use and to prevent fires
or explosions caused by battery failure.
 GB 38031-2025, EVs Traction Battery
Safety Requirements ( ཥਗӛԓ͜ਗɢ
Ӌ). It applies to EV
power battery cells, battery packs and
systems and prescribes test methods
and safety performance, such as no fire
and no explosion after cell thermal
runaway, and provision of a thermal
event alarm signal and smoke that does
not endanger occupants to raise battery
safety and protect consumers.
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Industry Standards Applicable to:
Products Our Products Downstream Industries
USI SoC  AEC-Q100.  GB/T 15478-2015, Test Methods of the
Performances for Pressure Sensor ( Ꮐ
جIt defines test
conditions, test items and methods and
data processing for pressure sensor
performance. It applies to absolute
pressure differential pressure gauge
pressure and vacuum sensors
 GB/T 2423.1, .2 and .17,
Environmental Tests for Electrical and
Electronic Equipment (ᐑ
ྤ༊᜕). It comprises (1) low
temperature test methods for non-heat-
dissipating and heat-dissipating
samples with defined conditions
procedures and parameters; (2) high
temperature test methods for the
aforementioned sample types; and (3)
salt spray test methods to assess
corrosion resistance of electrical and
electronic products metallic materials
and protective coatings.
USS SoC  AEC-Q100.  GB/T 41484-2022, Automotive
Ultrasonic Sensor Assembly ( ӛԓ͜൴
ෂชኜᐼϓ), which sets the
requirements test methods and
inspection rules for automotive
ultrasonic sensor assemblies.
Our Overseas Operations
We established our overseas subsidiary in Malaysia, Viatire Tech SDIV . BHD. (“VIA TIRE”), on May
14, 2025, with principal business activities in the manufacturing and sales of chip products. We hold a 51%
shareholding in VIA TIRE, with the remaining 49% of the shareholding held by 3L Automotive Technology
Pte. Limited (“3LA T”) and E-Motor Industries Intl, Shanghai Co., Ltd. (“EIS”). Based on public
information, 3LA T is a private company limited by shares incorporated in Singapore in 2023. It is a
wholly-owned subsidiary of Shanghai Baolong Technology Co., Ltd. (ʮ̡) and
principally engages in the wholesale of automotive parts and accessories, such as automotive sensors,
ADAS and air suspension, mainly aimed at the Southeast Asia automotive aftermarket. EIS is a PRC
limited liability company incorporated in 2000. It engages in the sale of general machinery, automotive
parts, metal materials, hardware and electrical products to overseas markets, mainly to North America, and
conducts relevant import and export business for various commodities and technologies.
By establishing operations in Malaysia, we expect to benefit from its preferential free trade policies,
which may reduce trade costs, enhance product competitiveness and support our expansion into overseas
markets. We also expect to benefit from favorable PRC policies supporting domestic companies operating
in the automotive chip sectors. Through VIA TIRE, we intend to leverage Malaysia’s location and free trade
policy advantages to expand in North America, ASEAN and Europe, optimize our global capacity footprint
and enhance supply chain resilience. Compared with our operations in Chinese Mainland, VIA TIRE will
primarily manufacture and sell assembled semiconductor products (such as modules and components) to
overseas aftermarket customers, with an initial focus on North America, particularly the United States.
Leveraging its group’s extensive technical know-how accumulated in the TPMS sector, 3LA T provides
VIA TIRE with technical guidance in respect of product design and production equipment, thereby
enhancing VIA TIRE’s core technological competitiveness. In addition, to the best knowledge of our
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Directors, the founding team of the independent corporation established pursuant to the joint venture
agreement by the shareholder of EIS has been involved in the North American automotive parts market
for years and possesses market expansion experience and established customer resources, which we
believe will effectively support the marketing and sales promotion of VIA TIRE’s products in North
America, accelerate market penetration and help build brand recognition and industry reputation. We
believe that such arrangement provides us easier market access and greater commercial feasibility for
expansion to the North America market. As of April 30, 2026, our indicative orders for 2026 amounted to
US$1.35 million in aggregate. During the Track Record Period, we did not generate revenue via VIA TIRE,
including any revenue via VIA TIRE from Malaysia. We expect to generate revenue primarily from
overseas customers in the U.S. via VIA TIRE in 2026 and 2027.
The salient terms of our joint venture agreement with EIS and 3LA T in respect of the management
and operation of VIA TIRE and background information of relevant entity are as follows:
 Term. The effective period of the agreement is three years from the date the parties become a
member of VIA TIRE.
 Main objective of VIATIRE . VIA TIRE shall carry the main objective to manufacture
budget-priced private label aftermarket passenger vehicle TPMS. VIA TIRE shall sell its
aftermarket TPMS products exclusively to an independent corporation to be established by the
shareholder of EIS. As a separate legal entity, this independent corporation shall bear all its
own liabilities and retain all revenues generated from TPMS sales. Supply volumes and pricing
shall be determined based on customer demand. Subsequently in June 2025, such independent
corporation, i.e., TIREVIO INC (“TIREVIO”), was formed as a domestic for-profit corporation
in Indiana, the U.S. TIREVIO’s main business is the provision of TPMS solutions in the
automotive aftermarket in North America.
 Obligations of the parties . Under the TPMS design package, an affiliate of 3LA T, which is also
one of our customers, will support (without additional fees and charges, except as provided in
the side letter relating to certain service costs) the hardware design package and production
development and maintenance services. Such affiliate will also establish the manufacturing
protocols, lead production training and instruction and support the total product integrity for
release. The parties shall form a strategic partnership and invest in VIA TIRE and VIA TIRE
shall utilize such monies invested and/or loaned by the parties to carry on the VIA TIRE
objectives stated in the agreement and/or such objectives as to be determined by parties from
time to time.
OUR TECHNOLOGIES
The semiconductor industry is characterized by rapid technological evolution and intense market
competition. We must continuously launch new products while advancing manufacturing processes,
necessitating sustained R&D investments to drive innovation and meet market demands efficiently. Since
our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing
and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-
grade capabilities and engineering capabilities, which together form our technology foundation. Our
proprietary sensor SoC platform enables us to efficiently develop sensor SoCs to address the needs of
different application scenarios; our wireless radio frequency technologies ensure us to serve more
precisely in the automotive-grade wireless communication environment; our automotive-grade capabilities
enables our sensors to satisfy the key requirements for automotive-grade chips; and our engineering
capabilities covering chip calibration, testing and system-level design enhance production efficiency,
reduce cost and improve product reliability. As of the Latest Practicable Date, we had successfully
commercialized our major product series: TPMS SoCs, BMS SoCs, USI SoCs and USS SoCs, which
incorporated these technologies.
 Proprietary sensor SoC platform . Our sensor SoC platform covers the essential functional
blocks of a sensor SoC system, including signal sensing (i.e., through MEMS interface circuit),
signal processing (i.e., through ADC and MCU) and wireless communication (i.e., through auto
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wireless circuit). By selecting, combining, configuring and optimizing these blocks, we can
efficiently develop sensor SoCs to address the needs of different application scenarios. As
environmental physical or chemical signals (e.g., pressure, temperature, humidity and
acceleration) change, corresponding changes occur in the electrical characteristics (e.g.,
resistance or capacitance) of the MEMS. On our sensor SoC platform, the MEMS interface
circuit senses these changes and converts them into analog signals in the form of current,
voltage or frequency. Within the signal processing circuit, ADC converts analog signal to
digital signal, to facilitate MCU to perform complex algorithm processing under various
application scenarios. Finally, the auto wireless circuit transmits the processed outputs to
external systems. The following diagram illustrates the key blocks of our proprietary sensor
SoC platform.
MEMS Interface
 ADC
 MCU
 Auto Wireless Circuit
Signal Sensing
 Signal Processing
 Wireless Communication
 Wireless radio frequency technologies . We have also developed advanced wireless radio
frequency technologies. These technologies enable us to serve automotive-grade wireless
communication environment by achieving wireless transmission reliability, anti-interference,
wireless spectrum mask requirement, EMC environment, low latency, low power consumption
and automotive-grade safety.
 Automotive-grade capabilities . We possess capabilities that meet the stringent standards of
automotive-grade applications. As a result of our robust automotive-grade R&D foundation,
our products satisfy the key requirements for automotive-grade chips, such as precision
reliability across the full automotive-grade temperature range from -40°C to 125°C, high-
voltage reverse polarity protection, ASIL functional safety, unified diagnostics services
(“UDS”), redundancy and harsh-in-vehicle environment EMC that provides anti-interference
against variations in electromagnetic environment and interference across different
frequencies. We have also established a robust, full-cycle quality control mechanism that
complies with major global standards as the backbone of our automotive-grade capabilities.
 Engineering capabilities. We have accumulated in-depth expertise in simulation, packaging
design, test calibration planning, reliability analysis and failure rate prediction, among others.
/H18537Chip calibration . We have developed calibration systems tailored to our chip
characteristics, including multiple advanced calibration algorithms and automated
calibration equipment. These calibration systems significantly improve mass production
efficiency, reduce production costs and enhance product quality.
/H18537Testing and verification . We have built multiple testing systems based on product design
and customer requirements, which form a testing platform with over 256 nodes. We also
perform long-term reliability verification for multiple scenarios. Our testing platform can
automatically collect the key parameters that we and our customers focus on, to provide
crucial data inputs to improve product reliability.
/H18537System-level engineering capabilities . We have independently developed the hardware,
software and structural components of our products, which are capable of meeting the
stringent functional and reliability requirements of our customers. We have also designed
and built proprietary batch testing and calibration equipment, which enables the
simultaneous testing and calibration of hundreds of channels, significantly improving
production efficiency. We are supported by dedicated technical staff, who carry out
testing and assembly in accordance with our SOPs in collaboration with leading industry
suppliers, to ensure compliance with required specifications.
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Based on our technology foundation, we have established core technologies in signal sensing, signal
processing, wireless communication, SoC integration and calibration. More specifically, our signal sensing
technologies such as chopper stabilization and digital filtering enable low-noise detection of weak MEMS
signals, ensuring precision and fault tolerance; our signal processing and calibration technologies deliver
offset compensation, high-accuracy correction and diagnostic protection to maintain stable output; our
wireless communication technology supports large-scale multi-node access with deterministic latency and
strong synchronization even under interference; our integrated SoC design co-optimizes analog, digital
and RF domains for compactness, low power consumption and high robustness with built-in safety and
EMI mitigation; and our calibration and compensation technologies minimize signal drift and
environmental impact through proprietary algorithms and automated calibration systems.
Signal sensing—pressure sensing technology
In tire pressure monitoring, our products adopt advanced techniques such as chopper stabilization,
correlated double sampling and digital filtering to achieve low-noise performance. These technologies
enable our sensor SoCs to detect extremely weak signals from pressure MEMS. The analog signals output
by the pressure MEMS are amplified, filtered and then converted into digital signals. The ADC employs
a multi-modal architecture that allows customers to flexibly configure measurement accuracy and
conversion speed, thereby enabling targeted and efficient signal processing for a wide range of sensor
applications. Our SoCs also integrate multiple digital filters that improve signal-to-noise ratio, and
calibration algorithms that compensate for the nonlinearity and temperature drift of the MEMS pressure
sensors. In addition, our SoCs incorporate robust diagnostic functions that provide accurate fault codes in
case of malfunction, reducing the risk of failure. These features not only ensure high-precision pressure
measurement but also enhance the reliability and stability of the product in automotive-grade applications.
Signal processing—sensor signal processing and calibration technology
Sensor signal processing and calibration technology is a core competence in the development of our
USIs.
Our signal processing technology supports offset compensation at the input stage, preventing signal
saturation upon amplification caused by intrinsic sensor offset. This allows us to accommodate sensors
with signal ranges much smaller than their intrinsic offsets and achieve high-resolution measurement
results. Notably, the technology supports synchronous access and independent processing of multiple
sensor signals, enabling customers to develop specialized sensor applications.
We have developed a range of signal calibration modes and algorithms to achieve high-precision
compensation across various sensor types. We also build and optimize our algorithms for different sensors
and integrate auxiliary circuits within the SoC to minimize calibration complexity caused by temperature
variation. This not only enhances production efficiency and reduces manufacturing costs but also ensures
accurate calibration. The technology further supports diagnostic features such as open/short circuit
detection, voltage, temperature monitoring and signal stabilization checks—allowing the chip to output
fault codes or alerts when sensor abnormalities occur, thereby mitigating risks associated with sensor
failure.
Wireless radio frequency—wireless communication technology
Our proprietary wireless communication protocol for in-vehicle applications overcomes key
limitations of conventional Bluetooth transmission in terms of real-time performance, multi-node access
and reliability. The protocol supports over 256 slave nodes and features strong retransmission capabilities,
ensuring deterministic latency and transmission reliability across all nodes. Time synchronization
accuracy across nodes is less than two microseconds, which makes the system particularly suitable for data
acquisition in battery pack scenarios involving voltage, temperature and multi-sensor monitoring. In
scenarios with severe local interference or weak signals, our powerful relay transmission mechanism
maintains stable and reliable communication, enhancing performance under harsh operating conditions.
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In the field of energy storage wireless communication, we adopt advanced baseband algorithms for
ultra-high interference suppression and rapid switching between transmission and reception. This enables
the protocol to support over 300 nodes in a single-layer network—ideal for energy storage stations and
commercial storage systems with high cell counts and dense adjacent-channel interference, significantly
expanding the applicability of our wireless sensor SoCs.
Wireless sensor SoC—integrated SoC technology
Our wireless sensor SoCs integrate sensing and radio frequency functionalities into a single chip,
incorporating a high-precision AFE, high-resolution ADC, high-speed digital signal processor and a
sensitive radio frequency transceiver. Such co-design across analog, digital and radio frequency domains,
with rigorous noise management, presents significant technical challenges.
Given the stringent reliability requirements of automotive-grade products and the complexity of
circuit types, the selection of process technology is critical. We adopt a process node capable of supporting
high-voltage tolerance, low noise, low temperature drift and ultra-low leakage, while strictly enforcing
multi-voltage domain separation and 100% over-voltage inspection. We apply Monte Carlo mismatch
modeling to enhance circuit robustness and broaden process tolerance to meet automotive reliability
standards.
Automotive-grade SoC design must include safety mechanisms. We employ heterogeneous
redundancy in critical on-chip circuits to prevent systemic failures from shared failure modes. For MEMS,
we integrate diagnostics such as open/short detection, overvoltage and overcurrent protection. For analog,
radio frequency and digital interfaces, we implement dynamic scan testing in mass production to reduce
the escape rate of process-induced failures.
To address the strong in-vehicle EMI, we implement architectural and layout-level isolation for key
circuits to meet the low-noise, high-precision requirements of MEMS. For sensitive radio frequency
receivers, we achieve high reception sensitivity through optimized power domain partitioning, low-power
mode design and efficient power management units. To ensure radio frequency communication does not
interfere with critical automotive systems (e.g., airbag controllers, ABS), we use spread-spectrum clocking
to reduce peak power density and mitigate EMI to the vehicle system.
Calibration—calibration and compensation technologies
MEMS output is prone to signal drift due to factors such as temperature fluctuations, wafer-level
inconsistencies and packaging-induced stress. To address this, we have developed a comprehensive set of
calibration algorithms, standard processes and automated calibration equipment to achieve high-precision
calibration at the chip level. Our proprietary algorithms and custom-built production equipment enable our
sensor chips to maintain low drift and low distortion under challenging environmental conditions (e.g.,
extreme temperatures or pressure fluctuations). These calibration technologies not only enhance sensor
reliability and stability but also significantly reduce the cost of calibration.
RESEARCH AND DEVELOPMENT
Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in
particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products
and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D
commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify
and extend our competitive edge in the industry.
We have been committed to investing into our R&D talents and initiatives. During the Track Record
Period, our research and development costs were RMB95.9 million, RMB107.9 million and RMB101.5
million in 2023, 2024 and 2025, respectively, representing 42.9%, 31.0% and 21.2% of our revenue in the
respective periods. As of the Latest Practicable Date, we had not been involved in any legal claims or
proceedings that could have an influence on the R&D for our sensor SoC products.
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We have not in-licensed any material intellectual property rights or outsourced any material research
and development processes to third parties. During the Track Record Period and up to the Latest
Practicable Date, we performed substantially all of the R&D of our products in house. During the Track
Record Period and up to the Latest Practicable Date, we had not been subject to any material legal claims
or proceedings that may have an influence on the research and development of our products.
Our R&D Team and Core Members
We had assembled a R&D team consisting of 125 R&D personnel, accounting for over 55% of our
workforce, as of December 31, 2025. Our dedicated and experienced R&D team is led by Dr. Li
Mengxiong. The following table sets forth the details of our core research and development members.
Core R&D members Profile
Dr. Li Mengxiong Dr. Li Mengxiong is the chairman of the Board, an executive
Director and the chief executive officer of our Company. Dr.
Li obtained a bachelor’s degree in microelectronics and a
master’s degree in microelectronics and solid-state
electronics from Fudan University ( ూ͇ɽኪ) in the PRC. He
further obtained a doctoral degree from the School of
Electrical and Electronic Engineering of the University of
Nottingham. Dr. Li has over 20 years of experience in
integrated circuit design, R&D and management. He has deep
expertise in automotive sensor chips, communication radio
frequency and optoelectronic integration. He is responsible
for our overall technology direction planning, such as
development of BLE TPMS and wBMS SoCs, and major
technical decisions, and has made decisive contributions to
our key technological innovations and product system
development, driving the industrialization of several
landmark technologies.
Mr. Li Shuguang Mr. Li Shuguang is an executive Director and the vice
president of our Company. Mr. Li obtained a bachelor’s
degree in microelectronics and further obtained a master’s
degree in microelectronics and solid-state electronics from
Fudan University ( ూ͇ɽኪ) in the PRC. Mr. Li has over 20
years of experience in IC design, R&D and management, with
deep expertise in high-precision low-power signal
conditioning, high-performance clock circuits, wireless radio
frequency front-end and chip system integration design. He
leads the design and development of our major products, such
as TPMS SoCs, BLE TPMS SoCs, BPS SoCs and USI SoCs.
He is one of the main contributors of many of our core
patents, such as sensor signal chain circuit and wireless
communication, and is responsible for R&D of key
technologies and products, as well as quality management.
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Core R&D members Profile
Mr. Wen Li Mr. Wen Li, our key R&D leader, holds a bachelor’s degree
and a master’s degree in electronic engineering from Fudan
University ( ూ͇ɽኪ) in the PRC. Mr. Wen has over 15 years
of work experience and has accumulated rich technical
expertise in automotive wireless sensing technology and new
energy vehicle battery system application technology. He is
one of the main contributors of our core patents relating to
wBMS. In particular, he is responsible for the development of
wireless protocols for BMS systems and has extensive
experience in multi-node and high reliability wireless
transmission technologies. He is responsible for product
definition, R&D and key technology pre-research for our core
BMS product line.
Dr. Chen Cheng Dr. Chen Cheng, our key R&D leader, holds a bachelor’s
degree in electronic engineering and a PhD degree in
microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e
PRC. Dr. Chen has 20 years of solid experience in high-
performance mixed-signal integrated circuit R&D and
architectural innovation, particularly skilled in the field of
ADC. He has driven the product definition, R&D and
industrialization of our key products, such as TPMS SoCs and
ultrasonic ranging, and has also led the pre-research on
energy harvesting circuits and OOK technologies. He is one
of the main contributors of many of our core patents and is
responsible for the overall R&D of our chip products. He has
made important contributions to our chip development and
technological breakthroughs.
We retain key management and technical staff with competitive remuneration packages and welfare
benefits. We also invest in training programs to upskill our key staff. In the event of termination of
employment requested by key staff, we closely communicate with the staff for the reason of departure and
feedback for us. We also recruit candidates with relevant knowledge and skills by online recruitment,
campus recruitment and internal referrals, among others, to avoid the negative impact that could be caused
by attrition.
The salient terms of agreements with management and technical staff are set out below.
 No conflict. During the employment, the employee shall not engage in any other job, whether
full-time or part-time, without our written consent.
 Non-competition. We have the right to unilaterally initiate a non-competition period of up to
two years following the termination of employment. During the term of employment and the
non-competition period initiated by us, the employee shall not engage in any competitive
behavior.
 Non-solicitation. During the employment and for two years thereafter, the employee shall not,
directly or indirectly, solicit or attempt to solicit our current and former employees to leave
their employment or solicit or otherwise influence our relationships with our customers or
suppliers.
 Inventions arrangement. We own all rights, titles and interests (including patent rights,
copyrights, trade secret rights and all other intellectual property rights of any sort throughout
the world) relating to any and all inventions (whether or not patentable), designs, know-how,
ideas and information made, conceived or reduced to practice, in whole or in part, by the
employee during the term of the employment contract to the fullest extent allowed by
applicable laws, and the employee shall promptly disclose all inventions to us.
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 Proprietary information arrangement. All inventions and all other business, technical and
financial information (including, without limitation, the identity of and information relating to
customers or employees) the employee develops, learns or obtains during the term of the
employment contract that relate to us or our business or demonstrably anticipated business, or
that are developed in whole or in part during the employment or using our equipment, supplies,
facilities or confidential information, or that are received by or for us in confidence, constitute
proprietary information. The employee shall hold in confidence and not disclose or, except
within the scope of the employment, use any proprietary information. The employee shall
maintain confidentiality obligations indefinitely after the expiration or termination of
employment until we declare such information declassified or that such information becomes
publicly available. The expiration or termination of the employment agreement shall not
release employees from the continued confidentiality obligations.
Our R&D Process
Our R&D process involves a framework in which factors such as customers demand, feasibility
analysis, technology developments and application scenarios are taken into consideration. We have
established a comprehensive process to ensure strict control and oversight of our R&D activities. Our
R&D process primarily encompasses the key steps of (1) market research and project initiation, (2)
development, and (3) verification, after which we proceed with mass production conducted through trusted
third parties. The process from formulation of product concepts to the commencement of mass production
may vary from six to 24 months, depending mainly on the complexity and novelty of products, as well as
the requirements of relevant customers. We have implemented rigorous control protocols over our research
and development process to ensure full-cycle quality control.
 At the market research and project initiation stage, we complete a series of steps to transform
product concepts into product specifications and development plans. Specifically, we conduct
a comprehensive evaluation of new project feasibility from market, technical, operational and
financial perspectives. We consider wafer fabrication processes, packaging requirements and
cost parameters, refine product specifications and perform IP searches and analysis to assess
potential risks.
 At the development stage, our R&D personnel proceed with the development tasks of SoC
design according to our product development plans. This involves procedures such as chip
architectural definition, IP integration, physical implementation and production test readiness.
At this stage, we focus on optimizing product performance and quality and achieving
innovation and improving our product to meet technical and market demands.
 At the verification stage, we closely coordinate with the wafer foundry and packaging service
providers to produce prototypes. Once the prototypes are produced, they will go through
functional and performance validation to ensure alignment with our product specifications. At
this stage, we also closely monitor the product’s manufacturability and compliance with
production requirements, including any production issues. In addition, we may involve certain
key customers in product trials to collect their feedback as part of our considerations in whether
to proceed with mass production.
INTELLECTUAL PROPERTY RIGHTS
We believe that our intellectual property rights are critical to our continued success. We have taken
the following key measures to protect our intellectual property rights, including (1) establishing a set of
comprehensive internal policies to implement effective management over our intellectual property rights,
(2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely
report to the management upon identification of infringement of our intellectual property rights by third
parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure
our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing
the ownership and protection of intellectual properties in the employment agreements and employee
handbook.
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As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent.
As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25
registered trademarks.
Examples of patents held by us in connection with our core technologies which we consider to be
material to our business include the following:
Patent name
Place of
registration Patent number Major function
Wireless communication
system and signal
transceiver device ( ೌᇞ
໮ϗ೯ༀ
ໄ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202210671793.4 Achieve duplex
communication without
antenna switching
components
Frequency divider circuit,
phase-locked loop
circuit and control
method for frequency
divider ( ʱ᎖ཥ༩eᕁ
ᐑཥ༩˸ʿʱ᎖ཥ༩
ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202011531410.0 Enable fast lock and
diagnostic functions in
wireless phase-locked loop
systems
Mismatch calibration
circuit, method, system
and RF system (ࣧ
eӻ୕ձ
᎖ӻ୕)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202010825457.1 Automatically estimate and
compensate transmitter
mismatches to maintain
timing and signal quality
Alarm integrated circuit,
alarm system and alarm
method ( జᙆණϓཥ
༩eజᙆӻ୕ʿజᙆ˙
ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202210256469.6 Customize the system
architecture after modeling
the pressure runaway
scenario in the battery pack
cavity based on real-world
conditions
Sensor diagnostic device
and sensor detection
circuit ( ෂชኜൢᓙༀໄ
ձෂชኜᏨ಻ཥ༩) /H1100/H1100/H1100/H1100
China CN202110127511.X Provide functional safety
diagnostics across 10
failure scenarios, compliant
with automotive ASIL-B
Bluetooth receiving
device, Bluetooth
communication method
and electronic
equipment ( ᔝ˫ટϗༀ
ʿཥ
ɿண௪)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202010194668.X Implement low-power
Bluetooth anti-collision
reception strategy with
early packet filtering
Automatic mismatch
calibration circuit,
method and RF receiver
(๟ཥ༩e˙
᎖ટϗዚ) /H1100/H1100/H1100/H1100/H1100/H1100
China CN202010799164.0 Perform automatic mismatch
estimation and
compensation in RF
transmitters to ensure
communication quality
Low-power supply circuit
(Э̌ঃԶཥཥ༩) /H1100/H1100/H1100/H1100/H1100
China CN202211140623.X Provide minimalistic low-
power wake-up energy
detection for Bluetooth
systems
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Patent name
Place of
registration Patent number Major function
Data transceiver system,
data receiving device
and control method ( ᅰ
ኽϗ೯ӻ୕eᅰኽટϗ
ج)H1100/H1100/H1100/H1100
China CN202210156060.7 Enhance wireless reception
with fast automatic gain
adjustment, improving
efficiency by 50%
LF decoding integrated
circuit and TPMS
control system ( Э᎖༆
ᇁණϓཥ༩ʿTPMS છՓ
ӻ୕) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China CN202210123692.3 Provide error-corrected
decoding at 125 kHz
frequency band for wireless
LF applications
Bluetooth module, event
control method for
Bluetooth module and
electronic device ( ᔝ˫
ԫ΁
ʿཥɿண௪) /H1100/H1100
China CN202010395338.7 Improve BLE packet
transmission efficiency
with configurable timer-
based hardware power
control
Overvoltage protection
circuit and device ( ཀᏀ
ᚐཥ༩ʿༀໄ) /H1100/H1100/H1100/H1100/H1100/H1100
China CN2021116360416 Provide rapid protection
against automotive surge
overvoltage to prevent
functional failure
As advised by our PRC Legal Advisor, pursuant to the Patent Law of the PRC ( ʕശɛ͏΍ձ਷ਖ਼
جan invention patent registered in China is valid for a term of 20 years from the date of filing of the
application for the patent, an utility model patent registered in China is valid for a term of 10 years from
the date of filing of the application for the patent, and since June 1, 2021, a design patent registered in
China is valid for a term of 15 years from the date of filing of the application for the patent. Despite our
precautions, however, third parties may obtain and use our intellectual property without our consent.
Unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our
intellectual property rights from such unauthorized use may adversely affect our business and results of
operations. See “Risk Factors—Risks Relating to the Research and Development and Intellectual Property
Rights of Our Products.” Our Directors confirm that we did not have any material disputes or any other
pending material legal proceedings of intellectual property rights with third parties during the Track
Record Period and up to the Latest Practicable Date.
SALES AND MARKETING
During the Track Record Period, we primarily sold our products to customers located in China. We
adopted hybrid sales channels and sold our products through both direct sales and distributors. We do not
impose any restrictions on the types of products that may be sold to customers and encourage both direct
sales customers and distributors to adopt or promote a broader range of our product offerings where
commercially appropriate. We have overlapping customers among different product types as some of our
customers operate multiple sensor-related business lines and therefore procure different types of our
sensor SoCs to support their respective applications. The following table sets forth a breakdown of our
revenue by distribution channels for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
total Amount
%o f
total Amount
%o f
total
(RMB in thousands, except for percentages)
Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
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Our sales force is essential to build, maintain and promote our brand image by interacting,
introducing and demonstrating the features of our products directly to our customers. As of December 31,
2025, we had a dedicated sales and marketing team of 26 members with strong expertise in the sales of
our products. The technically complex nature of our product requires our sales force to possess specialized
expertise. Our sales and marketing team work in a collaborative manner with our research and
development team, such as through product line meetings, ad-hoc meetings and regular performance
reviews and evaluations. We also organize workshops to maintain our sales team’s technical proficiency
to deepen their understanding of our products. To encourage and incentivize our sales force, we have
implemented a compensation structure combines a fixed salary with performance-based assessments and
special incentives.
Our Sales Arrangements
Direct sales
Our direct sales customers are Tier 1 suppliers. Currently, our products are deployed by a number
of automotive OEMs through their Tier 1 suppliers. Such automotive OEMs are the end customers of our
direct sales customers. We believe that our direct engagement with these customers and our proactive
efforts to develop and strengthen relationship with them can enable us to address their demands in a
satisfactory and efficient manner, accumulate critical know-hows and enhance our market penetration and
positioning in the relevant downstream sectors. Driven by our commitment to “Product-market Fit,” we
primarily attract and retain direct sales customers leveraging our ability to offer products that effectively
meet their requirements, as well as evolving industry standards and technology advancements. In
particular, we have fostered strong and sustainable collaborative relationship with certain direct sales
customers by maintaining regular communications with them and providing customized solutions.
The following table sets forth certain key metrics of our direct sales customers for the periods
indicated.
Y ear ended December 31,
2023 2024 2025
Number of direct sales customers at the beginning
of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 96 115
Number of new direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052 63 50
Number of exiting direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100(18) (44) (73)
Number of direct sales customers at the end of the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 115 92
Number of transactions with direct sales
customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450 386 379
Average direct sales customer value (1) (RMB in
thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,144 1,415 2,714
Average transaction value of direct sales
customers (2) (RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100244 421 659
Direct sales customer retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071.0% 54.2% 36.5%
Net dollar retention rate of direct sales
customer (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238.2% 144.2% 147.6%
Number of key direct sales customers (5) /H1100/H1100/H1100/H1100/H1100/H1100/H110022 21 18
Key direct sales customer retention rate (6) /H1100/H1100/H1100/H1100/H1100/H110094.7% 86.3% 76.2%
Net dollar retention rate of key direct sales
customers (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100275.3% 148.8% 152.0%
(1) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of direct
sales customers who purchased our products in the same period.
(2) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of
transactions by our direct sales customers in the same period.
(3) Direct sales customer retention rate equals the number of direct sales customers that contributed to our revenue for both
the current and previous periods divided by the number of direct sales customers of the previous period and multiplied
by 100%.
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(4) Net dollar retention rate of direct sales customers equals the revenue of a current period from direct sales customers
that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period
and multiplied by 100%.
(5) Key direct sales customers refer to direct sales customers whose revenue contribution to our Group exceeds RMB1.0
million for a given fiscal year.
(6) Key direct sales customer retention rate equals the number of key direct sales customers that contributed to our revenue
for both the current and previous periods divided by the number of key direct sales customers of the previous period
and multiplied by 100%.
(7) Net dollar retention rate of key direct sales customers equals the revenue of a current period from key direct sales
customers that contributed to our revenue for both the current and previous periods divided by the revenue of the
previous period and multiplied by 100%.
We believe that the operational data of key direct sales customers can more accurately reflect the
stability and continuity of our relationship with direct sales customers, because our revenue generated
from these key direct sales customers consistently accounted for over 80% of our revenue from direct sales
customers during each period of the Track Record Period. As a result, fluctuations in purchases by smaller
direct sales customers have a relatively small impact on our overall operational performance, and the
purchasing patterns of these key direct sales customers provide a more reliable indicator of the
sustainability of our revenue. Our key direct sales customer retention rate remained above 80% in 2023
and 2024, respectively. Our key direct sales customer retention rate decreased from 86.3% in 2024 to
76.2% in 2025, primarily due to a shift in the procurement preference among certain of our customers.
Driven by their internal regional channel consolidation, such customers opted to procure our products
through our distributors rather than through direct purchase. Our net dollar retention rate of key direct
sales customers decreased from 275.3% in 2023 to 148.8% in 2024, and then remained relatively stable
at 152.0% in 2025. We had relatively high net dollar retention rate of key direct sales customers in 2023,
primarily due to the mass production of certain intelligent tire sensing SoCs and USI SoCs, which led to
a surge in direct sales expansion.
During the Track Record Period, we derived an increasing proportion of our total revenue from
Customer B, which was our second largest customer in 2023 and our largest customer in each of 2024 and
2025. Our revenue from Customer B accounted for 7.3%, 22.5% and 31.9% of our total revenue in 2023,
2024 and 2025, respectively. Had Customer B been removed from the calculations above, the average
direct sales customer value (RMB in thousands) would be reduced to 985, 659 and 1,069 in 2023, 2024
and 2025, respectively, and the average transaction value of direct sales customers (RMB in thousands)
to 215, 210 and 276 for the same periods, respectively. Meanwhile, the direct sales customer retention rate
would be 70.5%, 53.7% and 36.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate
of direct sales customers would be reduced to 211.1%, 75.8% and 116.8% for the same periods,
respectively. With respect to key direct sales customers, the key direct sales customer retention rate would
be 94.4%, 85.7% and 75.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate would
be reduced to 244.6%, 76.4% and 123.7% in the same periods, respectively. The reduction in average
direct sales customer value, average transaction value of direct sales customers and net dollar retention
rate of direct sales customers and key direct sales customers, had Customer B been removed from the
calculation, is due to the higher procurement volume for each bulk order from Customer B, while the price
level for Customer B remained comparable to that of other direct sales customers during the Track Record
Period.
Principal terms of sales agreements with direct sales customers
We typically enter into framework agreements and subsequent purchase orders with our direct
customers. The following paragraphs set forth a summary of the salient terms of our arrangements with
direct sales customers.
 Term and termination . Our framework agreements with direct customers generally have no
fixed term. The direct customers may generally terminate the framework agreements in the
event that we breach the terms of the agreements.
 Product specification . Our customers typically set forth specific product specification
requirements for the products ordered, including product model, specification, price, quantity,
delivery timeline and other detailed items.
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 Pricing and payment term . We sell our products to direct sales customers at agreed levels as
stipulated in the relevant agreements. Except for certain major direct sales customers with good
credit profile and collaborative relationship with us, we generally require prepayments from
our distributors before delivery. For the sales on credit to direct sales customers, we typically
grant a credit term ranging from 30 to 90 days.
 Logistics . We are generally responsible for packaging and delivering qualifying products to our
customers’ designated warehouses.
 Supporting services . We are responsible for providing supporting services to the direct sales
customers.
 Risk allocation . The risk of damage is generally on the direct customers once our products are
delivered to direct sales customers.
 Return and exchange . Products are typically accepted in accordance with customer’s
specifications, as well as national and industry standards. Should any quality issues arise, we
shall be responsible for replacement or the direct customers can return the products.
Sales through distributors
We have adopted a distributorship model for a portion of the sales and distribution of our products
to end customers, mainly comprising Tier 1 suppliers and automotive aftermarket enterprises. Under this
model, we remain principally responsible for maintaining relationship with the end customers and
formulating the product specifications, enabling us to capture commercial opportunities and better secure
orders, while the distributors are responsible for delivery to end customers and settlement with us. Some
end customers specifically request the distributor involvement in their sales arrangements with us to
enhance operating efficiency, as distributors can supply multiple product lines and meet their requirement
for supply chain flexibility and resilience. According to the F&S report, the engagement of distributors for
the sales of products is industry norm in the semiconductor industry. Such distribution model streamlines
our operations by enabling us to focus on the R&D of our products and strengthen our core advantages,
improving our operational leverage by reducing inefficient sales and administrative procedures and
improving our financial flexibility.
Our relationship with distributors is categorized as seller-buyer relationships, as they buy out our
products from us and then resell the products to the end customers. We recognize sales revenues from
distributors when the control over our products is transferred to such distributors.
Our distributors are not allowed to sub-distribute our products to other parties without our prior
consent. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any
sub-distributors of our products.
The following table sets forth the key metrics of our distributors for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Number of distributors at the beginning of the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100408 480 182
Number of new distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222 58 45
Number of exiting distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(150) (356) (78)
Number of distributors at the end of the year /H1100/H1100/H1100/H1100480 182 149
Number of transactions with distributors /H1100/H1100/H1100/H1100/H1100/H1100/H11008,604 8,046 9,830
Average distributor value (1) (RMB in thousands) /H1100/H1100237 1,016 1,531
Average transaction value of distributors (2) (RMB
in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 23 23
Distributor retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063.2% 27.1% 56.0%
Net dollar retention rate of distributors (4) /H1100/H1100/H1100/H1100/H1100/H1100149.5% 145.0% 117.4%
Number of key distributors (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 30 33
Key distributor retention rate (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.0% 100.0% 93.3%
Net dollar retention rate of key distributors (7) /H1100/H1100/H1100/H1100187.7% 170.8% 117.4%
(1) Calculated by dividing the revenue generated from distributorship in a given period by the number of distributors who
purchased our products in the same period.
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(2) Calculated by dividing the revenue generated from distributorship in a given period by the number of transactions by
our distributors in the same period.
(3) Distributor retention rate equals the number of distributors that contributed to our revenue for both the current and
previous periods divided by the number of distributors of the previous period and multiplied by 100%.
(4) Net dollar retention rate of distributors equals the revenue of a current period from distributors that contributed to our
revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by
100%.
(5) Key distributors refers to refer to distributors whose revenue contribution to our Group exceeds RMB1.0 million for
a given fiscal year.
(6) Key distributor retention rate equals the number of key distributors that contributed to our revenue for both the current
and previous periods divided by the number of key distributors of the previous period and multiplied by 100%.
(7) Net dollar retention rate of key distributors equals the revenue of a current period from key distributors that contributed
to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied
by 100%.
We believe that the operational data of key distributors can more accurately reflect the stability and
continuity of our relationship with distributors, because our revenue generated from these key distributors
consistently accounted for over 75% of our revenue from distributors during each period of the Track
Record Period. The number of distributors decreased from 480 in the end of 2023 to 182 in the end of
2024, and the number of exiting distributors increased from 150 in 2023 to 356 in 2024, primarily due to
(1) the internal consolidation of our distributors, which involved mergers or channel integration within the
same regions and resulted in the termination of duplicated distributor relationships with us. Such
consolidation optimized our distribution network, allowing us to concentrate on more competitive
distribution channels, better serve branded customers and enhance overall operational efficiency; and (2)
the fact that our cooperation with certain distributors involved one-off transactions, where such
distributors did not continue to place repeat orders in the next year, which naturally led to their exit. The
number of distributors further decreased to 149 in the end of 2025, primarily due to further consolidation
of our distributors, for the same reasons discussed above.
During the Track Record Period and up to the Latest Practicable Date, we did not experience material
breach of distribution agreements that had a significant impact on our business, nor did we have any
material disputes with or experience any return or exchange of products from our distributors that had a
material adverse effect on our business.
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date,
all of our distributors were Independent Third Parties. To the best of our knowledge, except for the
business relationship with us pursuant to the distribution arrangements, there is no other relationship
between the distributors and each of our Company, our subsidiaries, our Shareholders who own 5% or
more of our total issued Shares, Directors or senior management or any of their respective associates.
Principal terms of distribution agreements
We typically enter into distribution agreements with our distributors. The following paragraphs set
forth a summary of the salient terms of our arrangements with distributors.
 Term. The term of the distribution agreement is typically one year. Parties may terminate the
distribution agreement in the event of breach of relevant laws or regulations.
 Pricing and payment term . We set the selling prices of our products sold by our distributors
to the end customers, which then serve as the basis for setting our selling price to the
distributors. We adopt this approach to manage the pricing of our products, aiming to maintain
a long-term and stable relationship with our distributors. We generally require prepayments
from our distributors before delivery.
 Sales amount and sales target . The distributors confirm the purchase amount with us in written
purchase orders specifying product model, specifications, quantity and total amount. We do not
set sales target for distributors.
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 Sub-distribution . Our distributors are not allowed to sub-distribute our products to other
parties without our prior consent.
 Supporting services . We are responsible for providing supporting services to the end
customers.
 Return and exchange . We allow returns and/or exchanges only under limited circumstances as
specified in the agreement. We may allow return and/or exchange and bear associated
transportation costs upon distributors’ timely notification of any discrepancy in product
specifications or quality defects verified by a mutually recognized third-party inspection
agency. We do not provide warranty period for distributors.
 Minimum purchase targets . We do not set minimum purchase targets for our distributors.
Distributor management
We have implemented certain measures to monitor and manage our distributors, including those on
distributor selection, and will terminate collaboration with distributors who disrupt market order or violate
the distribution agreement:
 Distributor selection . Distributors are involved in our sales arrangements mainly at the request
of specific customers, and we may also recommend distributors when the end customers do not
designate distributors. We select distributors primarily based on their customer relationships,
financial capacity and service capabilities. For qualified distributors, we issue distributor
certificates to them.
 Channel stuffing risk management . To mitigate our channel stuffing risks, we generally check
the inventory status with distributors to monitor their inventory level and to ensure that they
maintain an optimal inventory level that is commensurate with market demand. Furthermore,
considering our scale of business operation and management efficiency, we will collect and
review the sales and inventory information of our major distributors, which generally refer to
distributors with annual transaction amounts in either current or previous year exceeding
RMB20 million, as channel stuffing risks tend to be concentrated among distributors with
larger transaction amounts, on a quarterly basis, to ensure their inventory levels remain
reasonable. As our business operations evolve, we will continue to enhance and refine our
distributor management system, including adjusting relevant performance indicators where
appropriate and necessary. During the Track Record Period, our revenue generated from such
major distributors accounted for 35.3%, 46.3% and 41.9% of our revenue generated from
distributorship in the same respective period. We maintain a quarterly review frequency,
primarily because, based on our past collaboration experience with those distributors, their
sales performance and inventory levels typically do not fluctuate materially within a short
period and can be meaningfully assessed on a quarterly basis. We believe such frequency of
review is aligned with the characteristics of the automotive industry and our customer base,
which have relatively structured supply chain planning, predictable delivery schedules and
limited short-term demand volatility. As advised by F&S, the automotive industry is
characterized by highly structured supply chain planning and relatively stable production and
procurement schedules, supported by long product lifecycles and clear demand visibility across
the value chain. Quarterly monitoring has therefore been sufficient to provide visibility over
channel inventories, support production planning and identify potential mismatches between
shipments and downstream sell-through. Furthermore, we do not permit distributors to return
any unsold products except for product quality issues due to our faults, making the distributors
less motivated to stock up products. During the Track Record Period and as of the Latest
Practicable Date, based on the forgoing, to the best knowledge of our Company, there was no
significant unsold inventory held by our distributors.
 Anti-cannibalization . We manage cannibalization risks among distributors by specifying the
products to be distributed and the geographical regions for which a distributor is responsible
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for in the agreement. We prohibit distributors from selling products outside the respective
designated geographical regions without prior written consent from us. If the distributor
breaches such term, we have the right to terminate the agreement, and the distributor shall bear
full liability for all direct and indirect losses incurred by us as a result thereof.
Marketing and Branding
We believe that the competitive advantages of our products, close ties with key players in relevant
downstream sectors, mass production experience and our commitment to “Product-market Fit” have
played a significant role in appealing to customers and enhancing our market penetration. Due to the
nature of our products and customers, we have adopted an efficient and targeted go-to-market approach,
focusing on constructive ongoing communications with key players in relevant downstream sectors,
including topics on product development, technology trends and supply chain strategies. During such
process, we identify and address evolving customer needs and pain points, which provides critical insights
to support our new product development while simultaneously enhancing customer stickiness.
To further enhance our visibility and cultivate our brand image, we also selectively participate in
industry symposiums and exhibitions, and share our latest developments, industry insights and product
information through multiple online media channels. These platforms serve as important tools to
demonstrate the capabilities of our products, share technical insights, and build connections with our end
customers.
Pricing
The price range of our products tend to vary depending on different functions and complexity and
customer specifications. We determine our product pricing through negotiations with our customers. We
consider factors such as our costs, desired profit margin, pricing of similar products of competitors and
degree of market competition in formulating our pricing policies.
CUSTOMERS
Our customers during the Track Record Period primarily include direct sales customers in relevant
downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by
a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery
Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers.
Our Directors confirm that during the Track Record Period, we had no material concentration on car
brands. In 2023, 2024 and 2025, revenue generated from our top five customers for each period during the
Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue of such period,
respectively, and revenue generated from our largest customer for each period during the Track Record
Period accounted for 9.2%, 25.2% and 31.9% of our total revenue in the same periods, respectively. We
typically settle payments with our top five customers by bank transfer.
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The following tables set forth the details of the five largest customers in each year during the Track
Record Period.
Customer
Revenue
amount
Percentage of
revenue
contribution Customer type Customer background
Commencement
of collaboration Payment term
Products
provided by us
(RMB in
thousands)
For the year ended December 31, 2023
Customer A (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,622 9.2% Tier 1
supplier
A company listed on both
Shenzhen Stock Exchange
and the Stock Exchange,
with a registered capital of
RMB4,403 million, engaged
in the R&D, production and
sales of new energy vehicle
power battery systems and
energy storage systems
2021 Net 90 days
EOM
BMS SoCs
Customer B
(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110016,304 7.3% Tier 1
supplier
A company engaged in the
R&D, production and sales
of automotive tire pressure
monitoring systems
2021 Net 60 days
EOM
Intelligent tire
sensing SoCs
Customer C
(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,386 6.9% Distributor A company engaged in the
technical development and
sales of various quartz
crystal resonators and the
manufacturing of electronic
components
2019 Payment
before
delivery
Intelligent tire
sensing SoCs
Customer D
(4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,519 6.5% Distributor A company engaged in
providing supply chain
management, logistics
solution and the design and
sales of electronic products
and components
2023 Payment
before
delivery
BMS SoCs
Customer E
(5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,827 5.7% Tier 1
supplier
A leading intelligent sensor
manufacturer
2021 Payment
before
delivery
USI SoCs
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,658 35.6%
For the year ended December 31, 2024
Customer B
(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110087,554 25.2% Tier 1
supplier
A company engaged in the
R&D, production and sales
of automotive tire pressure
monitoring systems
2021 Net 60 days
EOM
Intelligent tire
sensing SoCs
Customer C
(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,385 8.5% Distributor A company engaged in the
technical development and
sales of various quartz
crystal resonators and the
manufacturing of electronic
components
2019 Payment
before
delivery
Intelligent tire
sensing SoCs
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Customer
Revenue
amount
Percentage of
revenue
contribution Customer type Customer background
Commencement
of collaboration Payment term
Products
provided by us
(RMB in
thousands)
Customer D (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,150 7.2% Distributor A company engaged in
providing supply chain
management, logistics
solution and the design and
sales of electronic products
and components
2023 Payment
before
delivery
BMS SoCs
Customer F
(6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,180 6.4% Distributor A company engaged in the
R&D, technical support,
consulting and services for
optoelectronic displays,
electronic products and
computer hardware and
software
2019 Payment
before
delivery
Intelligent tire
sensing
SoCs, USI
SoCs
Customer G
(7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,838 4.8% Tier 1
supplier
A company engaged in the
R&D and sales of software,
network and electronics
2019 Payment
before
delivery
Intelligent tire
sensing SoCs
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,107 52.1%
For the year ended December 31, 2025
Customer B
(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100152,440 31.9% Tier 1
supplier
A company engaged in the
R&D, production and sales
of automotive tire pressure
monitoring systems
2021 Net 60 days
EOM
Intelligent tire
sensing SoCs
Customer D
(4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,212 5.9% Distributor A company engaged in
providing supply chain
management, logistics
solution and the design and
sales of electronic products
and components
2023 Payment
before
delivery
BMS SoCs
Customer C
(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,823 5.4% Distributor A company engaged in the
technical development and
sales of various quartz
crystal resonators and the
manufacturing of electronic
components
2019 Payment
before
delivery
Intelligent tire
sensing SoCs
Customer E
(5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,298 4.7% Tier 1
supplier
A leading intelligent sensor
manufacturer
2021 Payment
before
delivery
USI SoCs
Customer F
(6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,059 4.4% Distributor A company engaged in the
R&D, technical support,
consulting and services for
optoelectronic displays,
electronic products and
computer hardware and
software
2019 Payment
before
delivery
Intelligent tire
sensing
SoCs, USI
SoCs
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,832 52.3%
(1) Customer A is a company listed on both Shenzhen Stock Exchange and Hong Kong Stock Exchange, with a registered capital
of approximately RMB4,403 million.
(2) Customer B is a company with a registered capital EUR33.0 million.
(3) Customer C is a company with a registered capital RMB1.5 million.
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(4) Customer D is a company with a registered capital RMB180.0 million.
(5) Customer E is a company with a registered capital RMB98.4 million.
(6) Customer F is a company with a registered capital RMB1.0 million.
(7) Customer G is a company with a registered capital RMB1.0 million.
(8) Customer H is a company with a registered capital RMB0.6 million.
(9) Customer B is a subsidiary of one of our Shareholders, and such shareholder owned less than 5% of our issued share capital
as of the Latest Practicable Date.
To the best of our knowledge, save as the relationship with Customer B described above, all of our
five largest customers in each year during the Track Record Period were Independent Third Parties. As of
the Latest Practicable Date, none of our Directors, their associates or any of our Shareholders (who or
which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest
in any of our five largest customers in each year during the Track Record Period.
SUPPLIERS
Procurement Model and Supplier Management
Under our fabless model, we outsource wafer fabrication and chip packaging and testing activities
to third-party business partners. Our procurement primarily include (1) wafers; and (2) chip packaging and
testing services.
We have established a procurement team to arrange and place orders for our major procurements,
including our raw materials, equipment and devices and modules. Our procurement team are responsible
for formulating our procurement plans, development, evaluations and management of suppliers, demand
analysis, price comparison and negotiation and procurement cost management. We have also implemented
systematic procurement procedures focused on bulk procurement and online procurement, to enhance our
procurement efficiency.
We have adopted supplier qualification procedures to standardize our supplier selection process. We
require suppliers involved in the production of our automotive grade products to obtain IA TF 16949
certification, the globally recognized automotive quality management system based on ISO 9001. In
selecting our suppliers, we primarily consider factors including product quality, delivery capabilities, price
level, technical and R&D ability and reputation. We formulate and continually update our qualified
supplier list and evaluate our supplier status from time to time. We also implement rigorous quality control
procedures for our supplies. For details, see “—Quality Control.”
Major Suppliers
Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service
providers. Our suppliers are primarily located in China. During the Track Record Period, we primarily
engaged wafer foundries, suppliers providing chip packaging and testing services providers in China,
mainly located in Shanghai, Jiangsu province, Zhejiang province and Guangdong province. We engaged
four, seven and seven wafer foundries in 2023, 2024 and 2025, respectively. The semiconductor sector
supply chain is subject to cyclical impact. During industry upcycles, wafer foundries and upstream
suppliers tend to face tight production capacity and rising raw material prices, driving up procurement
costs across the supply chain. Conversely, during downcycles, oversupply conditions typically lead to
price corrections. The price of 8-inch wafers in China rose significantly from approximately RMB2.9
thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, primarily due to the
global chip shortage caused by the COVID-19 pandemic and the rising demand for semiconductors from
sectors such as AI, high-performance computing, 5G, NEVs and industrial applications. Such price
decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per wafer in 2024,
primarily due to production capacity expanding at the end of 2022 and oversupply resulting from
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weakening market demand. In anticipation of the industry upcycle in 2021, we increased our wafer stock
to ensure stable production and timely delivery to customers amid global supply constraints. As a result,
we consumed wafers purchased at relatively higher prices in 2023, which contributed to higher material
costs and gross loss for our intelligent tire sensing SoCs. During the Track Record Period and up to the
Latest Practicable Date, there was no shortage in raw materials used by our partnered wafer foundries and
packaging and testing service providers. In 2023, 2024 and 2025, purchases from our top five suppliers
for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of our total
purchase amount of such period, respectively, and the purchase from our largest supplier for each period
during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase amount in
the same periods, respectively. We typically settle payments with our top five suppliers by bank transfer.
The following tables set forth the details of our top five suppliers in each year during the Track
Record Period.
Supplier
Purchase
amount
Percentage
of purchase
contribution
Commencement
of collaboration Payment term Supplier background
Products
and/or services
purchased
(RMB in
thousands)
For the year ended December 31, 2023
Supplier A /H1100/H110022,282 13.8% 2016 Prepayment A company mainly engaged in
providing integrated circuit service
and acting as an agent for major
global wafer manufacturers
Wafer
Supplier B /H1100/H110021,569 13.4% 2017 Prepayment A company engaged in integrated
circuit manufacturing, electronic
component distribution and
foundry
Wafer
Supplier C /H1100/H110018,991 11.8% 2017 Net 30 days
EOM
A semiconductor packaging and
testing service provider
Packaging
and testing
Supplier D /H110014,475 9.0% 2020 Three months
upon
receipt of
invoice
A third-party independent chip
testing and operations service
provider engaged in product
performance and defect testing
services
Packaging
and testing
Supplier E /H1100/H11007,358 4.6% 2019 Prepayment A company engaged in
semiconductor distribution and IoT
solutions
Wafer
Total /H1100/H1100/H1100/H1100/H1100/H110084,675 52.6%
For the year ended December 31, 2024
Supplier B /H1100/H110073,583 21.9% 2017 70%
advance,
remaining
30% based
on actual
shipped
quantity
A company engaged in integrated
circuit manufacturing, electronic
component distribution and
foundry
Wafer
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Supplier
Purchase
amount
Percentage
of purchase
contribution
Commencement
of collaboration Payment term Supplier background
Products
and/or services
purchased
(RMB in
thousands)
Supplier D /H1100/H110045,623 13.6% 2020 Three months
upon
receipt of
invoice
A third-party independent chip
testing and operations service
provider engaged in product
performance and defect testing
services
Packaging
and testing
Supplier C /H1100/H110039,668 11.8% 2017 45 days A semiconductor packaging and
testing service provider
Packaging
and testing
Supplier F /H110031,024 9.2% 2021 Net 30 days
EOM
A company engaged in chip and
integrated circuit packaging and
testing
Packaging
and testing
Supplier E /H1100/H110026,775 8.0% 2019 20%
advance,
balance
Net 30
days EOM
after
invoice
A company engaged in
semiconductor distribution and IoT
solutions
Wafer
Total /H1100/H1100/H1100/H1100/H1100/H1100216,673 64.5%
For the year ended December 31, 2025
Supplier B /H1100/H110077,227 18.0% 2017 70%
advance,
remaining
30% based
on actual
shipped
quantity
A company engaged in integrated
circuit manufacturing, electronic
component distribution and
foundry
Wafer
Supplier E /H1100/H110052,713 12.3% 2019 20%
advance,
balance
Net 30
days EOM
after
invoice
A company engaged in
semiconductor distribution and IoT
solutions
Wafer
Supplier C /H1100/H110046,614 10.9% 2017 Net 45 days
EOM
A semiconductor packaging and
testing service provider
Packaging
and testing
Supplier F /H1100/H110046,447 10.8% 2021 Net 30 days
EOM
A company engaged in chip and
integrated circuit packaging and
testing
Packaging
and testing
Supplier G 32,553 7.6% 2019 Prepayment A leading wafer foundry offering a
wide range of support services and
competitive process technologies
Wafer
Total /H1100/H1100/H1100/H1100/H1100/H1100255,554 59.6%
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To the best of our knowledge, all of our five largest suppliers in each year during the Track Record
Period were Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their
associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than
5% of our issued share capital) had any interest in any of our top five suppliers in each year during the
Track Record Period.
We enter into framework agreements with our major suppliers and place purchase orders or
processing orders on case-by-case basis. The following paragraphs set forth a summary of the salient terms
of our framework agreements with distributors.
 Term. The framework agreement usually range from three to five years.
 Prices . The agreements generally do not specify quantity and price, which we set out in
separate purchase orders.
 Payments . The purchase orders set out specific payment terms depending on the type of
products and/or services to be procured.
 Principal obligations . Suppliers are normally responsible for timely delivery and quality
assurance of products or services. Generally, our suppliers are required to meet our specified
quality requirements and are responsible for defects resulting from suppliers’ conduct.
In addition, we enter into quality assurance agreements with certain suppliers to reinforce our quality
control. Our Directors confirm that we had not experienced any material breach of contract on the part of
our suppliers or material delay in delivery of our orders from our suppliers during the Track Record Period
and up to the Latest Practicable Date.
OVERLAPPING OF MAJOR CUSTOMERS AND SUPPLIERS
During the Track Record Period, certain of our major customers also supplied to us. Customer B was
also our supplier in 2025, and they mainly provided us modules. In 2025, our purchases from Customer
B accounted for 0.07% of our total purchase amount. Customer D was also our supplier in 2024 and 2025,
and they mainly supplied us electronic components. In 2024 and 2025, our purchases from Customer D
accounted for 0.02% and 0.06% of our total purchase amount, respectively. Customer E was also our
supplier in 2024, and they mainly supplied us electronic components. In 2024, our purchases from
Customer E accounted for 0.001% of our total purchase amount. Customer G was also our supplier in
2023, and they mainly provided us processing services. In 2023, our purchases from Customer G
accounted for 1.5% of our total purchase amount.
We made occasional purchases from such overlapping customers and suppliers primarily because
their business scope also covers products or services that we use, or because we supply products that they
require, resulting in reciprocal transactions in the ordinary course of business. Negotiations of the terms
of our sales to and purchases from such overlapping customers/suppliers were conducted on an individual
basis, and the sales and purchases were neither inter-connected nor inter-conditional with each other. All
of our sales to and purchases from such overlapping customers/suppliers were conducted in the ordinary
course of business under normal commercial terms and in arm’s length transactions. Our Directors
confirmed that, save as disclosed herein, none of our major customers was also a supplier, and vice versa,
during the Track Record Period.
BUSINESS TRANSACTIONS WITH CERTAIN ENTITIES
During the Track Record Period, we procured and used two types of chips that are not U.S.-origin
but subject to the EAR. We did not transfer or re-export these items to any restricted country or party. As
advised by our International Sanctions Legal Advisor, such procurements and usage of the ICs complied
with the relevant U.S. export control regulations, based on the following reasons (1) according to the EAR
classification provided by the suppliers, the chips are classified as EAR99 and 3A991.a.2. Items subject
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to EAR can be divided into two main categories: (i) intrinsically sensitive or strategic goods or technology
are typically designated by an ECCN, while (ii) non-sensitive products subject to the EAR are generally
designated as EAR99. EAR99 items can generally be exported, re-exported, or transferred to any
non-sanctioned entity in non-embargo countries/regions without a license. For items with an ECCN, the
ECCN can be used to determine whether a license is required for a specific transaction. Items classifiable
under 3A991 are controlled for “Anti-terrorism.” Transfers of 3A991 items to countries controlled for
Anti-terrorism pursuant to the EAR are subject to licensing requirements. As China is not controlled for
“Anti-terrorism,” there is no license requirement for 3A991 items to be exported to a non-sanctioned entity
located in China; and (2) the Group is not a Sanctioned Target. Therefore, our procurement and usage of
these two chips (namely, classified as EAR99 and 3A991) would not trigger a U.S. export license.
During the Track Record Period, we did not have direct sales to the U.S. However, during the Track
Record Period, we had business transactions with certain entity subject to certain U.S. restrictions.
Specifically, we sold products to one customer on the Entity List. The Entity List designation restricts any
transfer of items subject to the EAR to the designated entity without a license. According to the EAR,
foreign-produced products can become subject to the EAR (a) under the De Minimis Rule if the finished
products incorporate a specified percentage of U.S.-origin controlled content or (b) the Foreign Direct
Product Rule (“FDPR”) if the foreign manufacturers use certain controlled technology, equipment, or
software. Thus, if contract manufacturers were to use certain controlled technology, equipment, or
software to produce products for us, our products would also be subject to the EAR. There is no license
is required to export EAR99 or 3A991 to any non-sanctioned entity in China. Furthermore, the EAR99 and
3A991 items sold by us to the Entity List Customer are not U.S.-origin. Therefore, neither the EAR99
items nor 3A991 items would be regarded as “U.S.-origin controlled content” in applying the De Minimis
Rule calculation. Accordingly, our products sold to the Entity List Customer are not subject to the EAR
pursuant to the De Minimis Rule. For the FDPR, when the relevant transactions occurred, we did not
utilize any U.S. technology, software, or equipment during the development, manufacturing, or design of
our products. Our products sold to the Entity List Customer thus are not subject to the EAR pursuant to
the FDPR based on the design processes conducted by us. We conducted further due diligence on the
contract manufacturers involved in the production of products sold to the Entity List Customer. The
contract manufacturers confirmed that they did not use certain technology, software, or equipment subject
to the EAR in the production process. Therefore, based on the responses from the contract manufacturers
and after consulting with our International Sanctions Legal Advisor, our products sold to the Entity List
Customer are not subject to the EAR pursuant to the FDPR for processes conducted by the contract
manufacturers, and the transactions with the Entity List Customer do not violate the EAR. Given that (1)
as of the Latest Practicable Date, we had ceased all transactions with such Entity List customer; (2) the
transactions with the Entity List Customer do not violate the EAR; and (3) the values of transactions with
such Entity List customer accounted for less than 0.03% of our total revenue during the Track Record
Period, our Directors are of the view that such historical transactions with the Entity List customer would
not have any material adverse impact on our operations and financial performance. The Joint Sponsors
have conducted due diligence work, including, among others: (1) discussing with our Company to
understand the impact of the U.S. export control laws or regulations on our Company’s operations,
financial performance or investment prospects, (2) reviewing the legal memorandum issued by our
International Sanctions Legal Advisor, and (3) conducting background searches and public searches on our
Group. Based on the due diligence work conducted, nothing has come to the Joint Sponsors’ attention that
would cause it to cast doubt on the Directors’ views above.
During the Track Record Period, we procured wafer fabrication services from one supplier on the
Entity List with footnote 5 (“Entity List Supplier”). We provided wafer fabrication data to the Entity List
Supplier, and it operated the wafer production and delivered the tape-out wafers. The Entity List
designation does not generally prohibit companies from purchasing services from the entity named on the
Entity List. General Prohibition 10 prohibits proceeding with any transactions with actual or constructive
knowledge that a violation has occurred or is about to occur. Therefore, as advised by our International
Sanctions Legal Advisor, purchasing items from any Entity List supplier is generally not prohibited unless
the party has actual or constructive knowledge of a violation involving the item. Based on the Export
Control and Sanction Compliance Acknowledgement (“Acknowledgement”) that the Entity List Supplier
asked the Company to sign and confirm, the products manufactured or provided by the Entity List Supplier
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cannot be directly or indirectly sold to the Entity List with footnote 1, footnote 3, and footnote 4, or any
military end user. As advised by our International Sanctions Legal Advisor, it is reasonable to conclude
from the Acknowledgement that the Entity List Supplier would use certain U.S.-controlled software,
technology, or equipment in its production, which can make the products manufactured by such supplier
subject to the EAR if any Entity List with footnote 1, footnote 3, and footnote 4, or any military end user
is involved in the transaction. As the Entity List Supplier was not engaged in the fabrication of the
products sold to the Entity List Customer, our procurement and usage of wafers processed by the Entity
List Supplier do not violate the EAR.
To the best knowledge of our Company and after considering the foregoing analysis of our
International Sanctions Legal Advisor, (1) with respect to suppliers, we are currently not aware of any
impacts of U.S. export restrictions on any of our wafer or other suppliers which would materially and
adversely affect their ability to conduct business with us. In addition, as we do not have material reliance
on any of our major suppliers, we also do not expect that any potential U.S. export restrictions that affect
their ability to conduct business with us will have a material adverse impact on our operations, as we are
able to switch to alternative suppliers; and (2) with respect to customers and downstream sectors, based
on our current operations and near-term planning, as we primarily operate in China’s automotive-grade
chip sector, derive our revenue through Tier 1 suppliers and distributors located in China and deploy most
of our products in China’s automotive sector, we are also not aware of any material secondary impact of
U.S. export restrictions on our business and financial performance.
QUALITY CONTROL
Product Quality and Standards
Product quality is critical to our sustainable success, and we have placed great emphasis on quality
assurance. We have designed and implemented stringent monitoring and quality control systems to manage
our operations. We have established a dedicated quality control department within our organization to
manage our quality control system, ensure the quality of our suppliers, customers and R&D activities,
execute and oversee the reliability and failure analysis of our products. As of December 31, 2025, our
quality control department had 12 members.
We have a comprehensive quality management system and are certified to multiple international
standards including ISO 14001 for environmental management and ISO 26262 ASIL D for road vehicles
functional safety. Our quality control system encompasses critical aspects of our operations, such as our
product design and development, procurement and production, and incorporates a series of key industry
standards:
 Product design and development . With respect to our product design and development, we
implement control procedures on project objectives, evaluations and modifications during the
R&D process, and we set forth quality targets to evaluate the performance of our key outputs.
In particular, leveraging our long experience in providing our products to the automotive
sector, we have developed and implemented a full-cycle zero-defect planning and management
process that spans from initial product design (i.e., “design-for-test,” in which we include
defect testing procedures at the early design stage) to various subsequent validation procedures,
to comply with AEC-Q004 (Automotive Zero Defects Framework). Specifically, we adopt
design failure mode and effect analysis (“DFMEA”) to ensure the reliability of the end products
at the initial design stage. We also strictly comply with AEC-Q testing procedures and
standards to complete validation of three batches of products before proceeding into mass
production. These measures have enabled us to achieve more rigorous and effective quality
control than many of our peer firms.
 Procurement and production. In addition to our supplier qualification procedures, we abide by
the Advanced Product Quality Planning to conduct process audits of our suppliers at the new
product introduction stage. We require suppliers to provide production part approval process
(“PPAP”) document as the basis of mass production. Moreover, we adopt regular supplier
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management through annual evaluations based on VDA 6.3, a German automotive industry’s
standardized process audit methodology, as well as monthly and weekly evaluations focusing
on different benchmarks. At the mass production stage, we implement mass production tests
with high coverage. For instance, for our automotive grade products, our products undergo
temperature cycling tests according to AEC-Q100, and mass production quality control
according to AEC-Q001 (Guidelines for Part Average Testing) and AEC-Q002 (Guidelines for
Statistical Yield Analysis). Furthermore, we monitor product reliability on an ongoing basis
through quarterly ongoing reliability tests, to monitor the reliability of packaging method. We
also utilize data management system to monitor mass production statistics.
Product Warranty and Returns
Our warranty term is usually 24 months, and applies only to limited circumstances, such as defects
or failure of products or services that do not meet the quality standards as specified and agreed with our
customers. In case of product failure within the warranty period, we will arrange for repair or replacement
of products and/or services without extra charge. After the warranty period expires, we may provide
maintenance and repair services at a reasonable cost. For details of our product return and exchange
policies with distributors, see “—Sales and Marketing—Our Sales Arrangements—Sales through
Distributors.”
During the Track Record Period and up to the Latest Practicable Date, (1) we had not received any
material complaints relating to product quality; (2) we had not experienced any material product returns,
refunds or recalls; and (3) we had not been involved in any material incidents or been subject to any
material claims, proceedings or liabilities concerning safety issues of our products.
INVENTORY AND LOGISTICS
Our inventory consists of raw materials, semi-finished products and WIP , and finished goods. We
currently have two warehouses located in Shanghai and Nanjing with a gross floor area of 143.6 sq.m and
93.5 sq.m, respectively. We primarily store finished goods at our warehouses. We regularly evaluate our
stock with reference to historical production and sales data, sales forecast and market forecast. In addition,
we typically maintain safety stock of one to two months.
We partner with qualified third-party logistics providers to deliver finished goods from the locations
of our suppliers or our warehouses to our or our customers’ specified locations. We enforce rigorous
transportation standards and evaluate their performance to ensure compliance, maintain accountability and
achieve efficient, reliable product delivery. We also purchase transportation insurance that covers the
delivery of wafers. During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any significant delay or inappropriate handling of goods that materially and adversely
affected our business operations.
PATH TO PROFITABILITY
We are still at the relatively early stage of the commercialization of certain of our major products.
For instance, we began to recognize revenue of our TPMS SoC products, BMS SoC products, and BLE
TPMS SoC products in 2017, 2020 and 2021, respectively, and began to achieve the mass production in
2018, 2021 and 2024, respectively. Due to our early-mover advantage, the competitiveness and
innovativeness of our product portfolio, our robust technology foundation and strong relationship with our
customers, we achieved significant growth during the Track Record Period. Our total revenue increased
from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for
2025, at a CAGR of 46.2% over the same period. We are the third largest automotive wireless sensor SoC
company globally and the largest automotive wireless sensor SoC company in China in terms of revenue
in 2025, with a global market share of 8.3% in 2025, according to the F&S report. In 2023, 2024 and 2025,
our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention
rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively.
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We believe that we are well-positioned to further unleash the commercialization potential of our
major product lines and monetize from the market tailwinds of automotive wireless sensor SoCs in
particular. According to the F&S report, the global market size of automotive wireless sensor SoCs
increased from RMB1.7 billion in 2021 to RMB3.4 billion in 2025 at a CAGR of 20.0% during such
period, and is projected to increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030 at a CAGR
of 55.3% during such period. As the leading domestic player in this market, we expect to take advantage
of the significant upside potential of the Chinese market. According to F&S report, the market size of
China’s automotive wireless sensor SoC industry is expected to grow from RMB1.7 billion in 2026 to
RMB14.9 billion to 2030, at a CAGR of 72.8%. Underpinned by our homegrown advantages, we expect
to leverage the unique benefits of our products, our solid relationship with downstream customers and our
elevating market recognition to capitalize from the Chinese market.
Despite our rapid revenue growth in recent years, we were still at an accumulated loss position. Our
accumulated losses amounted to RMB488.8 million as of January 1, 2023, primarily due to (1) the short
commercialization history of our products, as we only began to recognize revenue for our TPMS SoC
products and BMS SoC products in 2017 and 2020, respectively; and (2) our significant investment into
R&D from our inception in 2015, as our automotive-grade SoC products are technologically innovative
in nature and demand substantial upfront research, testing and validation before reaching mass production.
According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to undergo the
procedures from design commencement to mass production. Our adjusted loss for the year (a non-HKFRS
measure, which represents our net losses as adjusted by (1) changes in the carrying amount of liabilities
recognized for financial instruments issued to investors; and (2) equity-settled share-based payment
expenses) was RMB187.5 million, RMB97.2 million and RMB31.9 million in 2023, 2024 and 2025,
respectively. Such adjusted loss position was primarily a result of the combination of the following
factors: (1) our relatively small business scale as a company with short operating history and limited
commercialization, which led to lower operating leverage; (2) for 2023, the impairment losses of goodwill
of RMB76.1 million in connection with the acquisition of Gainsil, which we do not expect to incur to the
extent that we do not have similar acquisitions in the near term; (3) in particular for 2023, the impact of
certain high-cost wafer that we had procured in advance in light of the cyclical impact of the
semiconductor sector supply chain, which had lowered our profit margin in 2023; and (4) the significant
investments in our R&D efforts, including investment in our R&D personnel and product development
activities, which led to research and development costs of RMB95.9 million, RMB107.9 million and
RMB101.5 million for the same periods, respectively. We had loss for the year of RMB355.8 million,
RMB351.3 million and RMB330.6 million in 2023, 2024 and 2025, respectively. Our net loss during the
Track Record Period was primarily due to (1) the impact of the four factors mentioned above; and (2) the
changes in the carrying amount of liabilities recognized for financial instruments issued to investors,
which amounted to RMB164.5 million, RMB251.2 million and RMB282.3 million in the same periods,
respectively, which will not be incurred after the completion of the Listing.
The following table illustrates the key outcomes of our R&D investments since our inception in
2015:
Y ear Milestone
2018 We commenced massive production of TPMS SoCs. We are the first supplier
in China that had achieved mass production of TPMS SoCs.
2021 We commenced massive production of BMS SoCs and USI SoCs.
We began to collaborate with Customer A, the No. 1 EV ESS battery provider
globally.
We began to collaborate with Customer F, the No. 1 TPMS module supplier in
China.
2024 We commenced massive production of BLE TPMS SoCs and USS SoCs. We
are the first supplier in China that had achieved mass production of BLE TPMS
SoCs.
2025 We launched our wireless BMS SoCs. We are the first and currently the only
company in China with automotive-grade wBMS technology capabilities.
Our BPS SoC became first BPS chip in China that met GB 38031-2025, which
was commonly known as the strictest battery safety order in history.
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We intend to take the following initiatives to enhance our profitability and achieve sustainable
business growth.
Driving Our Revenue Growth
We expect to drive our revenue growth through the following major measures:
 We intend to further deepen the penetration and adoption of our products and enlarge our
market share in the downstream markets. Our products have been adopted by all of the top 10
domestic automotive OEMs in China in terms of sales volume in 2025, according to the F&S
report. Based on such solid customer foundation, we expect to continue to solidify and enhance
our relationship with these high-quality customers, which have stable and strong demand of
automotive sensor SoC products. We will continue to collaborate closely with these customers
and precisely address their demand through co-development, technology exchanges and other
initiatives that promote synergistic partnership, and increase the adoption and procurement of
our sensor SoCs in their downstream products. We also expect to promote the adoption of our
products in overseas markets along with the overseas expansion initiatives of our customers.
 We intend to pursue growth opportunities with our existing product lines with competitive
edges, and the launch of innovative new products, in particular our wBMS SoCs. Our revenue
growth during the Track Record Period was largely driven by the sales growth of our major
products (e.g., our BLE TPMS SoCs and BPS SoCs), and, as we have a short commercialization
history of these existing products, we expect such trend to continue in the near term. Going
forward, we expect to drive our revenue growth with (1) the steady business expansion and
further market penetration of our intelligent tire sensing SoCs; (2) the strong momentum of our
BMS SoCs, which we expect will be further catalyzed by the commercialization of our wBMS
SoCs; and (3) the continual sales growth of USI SoCs. With respect to our intelligent tire
sensing SoCs, we also expect to strengthen certain product features, such as additional tire
burst monitoring function, enhanced wireless capability of BLE TPMS SoCs (e.g. through
elevated transmit power and implementation of OOK wireless protocol) and additional
acceleration monitoring capability for ADAS. For instance, our revenue generated from
Customer B increased significantly from RMB16.3 million in 2023 to RMB87.6 million in
2024, and further to RMB152.4 million in 2025 was driven by both of its increased demand and
our enhanced product features of intelligent tire sensing SoCs. Such increase contributed to the
growth in our revenue from BLE TPMS SoCs, which increased from RMB1.7 million in 2023
to RMB4.0 million in 2024 and further to RMB22.1 million in 2025, primarily driven by
increased sales to Customer B, one of our major customers during the Track Record Period.
With respect to our BMS SoCs, in particular wBMS SoCs, we are the first and currently the
only company in China with automotive-grade wBMS capabilities. According to the F&S
report, the global market size of wBMS sensor SoCs by revenue is projected to expand from
RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%. We expect to
leverage our unique position and growth momentum in this market segment. We aim to improve
key features of our BMS SoCs, including higher wireless transmission performance, greater
analog precision and reliability, and lower power consumption.
We also expect to expand our global customer base and enter into high-potential overseas
markets and penetrate the application of our products into energy storage and industrial
electronics scenarios of clear demand. With respect to energy storage scenarios, we expect to
expand the application of our BMS SoCs, such as wBMS SoCs and battery pack monitoring for
thermal runway, to downstream customers such as providers of battery monitoring systems for
energy storage, battery pack providers and relevant system integrators. To date, we have been
developing monitoring and wireless sensing chips for energy storage cells, to enable real-time
monitoring and wireless data transmission of cell operating conditions, and we expect to incur
R&D expenses of approximately RMB20 million to RMB30 million for the relevant work. With
respect to industrial electronics scenarios, we expect to expand the application of our USI SoCs
in the monitoring system used in the power sector, such as in the safety monitoring of
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high-voltage electrical devices, to downstream customers such as power monitoring system
integrators and gas-insulated switchgear suppliers. To date, we plan to develop inductive
position sensor chips for industrial robotics, to enable precise position detection and motion
control, and we expect to incur R&D expenses of approximately RMB7 million for the relevant
work. We have incurred research and development costs for these application scenarios as part
of our day-to-day R&D activities, and we expect to continue to incur such research and
development costs on a regular basis for these application scenarios. The above-mentioned
expected amount of R&D expenses to be incurred for the development of such application
expansion has been taken into account when assessing when we can turnaround our
loss-making position. Certain products under development for energy storage and industrial
electronics scenarios have entered the testing and validation stage, and we have secured
preliminary product orders and/or collaborations in these application scenarios for wBMS SoCs
and USI SoCs. For instance, for wBMS SoCs, we have achieved cooperation for product
development with a major battery manufacturer. We are also currently advancing product
testing and validation with multiple branded new energy customers in Chinese Mainland and
overseas. For USI SoCs, in the industrial electronics sector, we have already entered the supply
chains of leading global brands, with products delivered at a stable scale through our
collaboration with a leading manufacturer of refrigeration and air-conditioning control
components. Our USI SoCs have also entered the supply chain of customers in the AI server
thermal management field, and been introduced for verification in robot foot assembly
application. In addition, our gas sensor products are currently undergoing testing and validation
for energy storage applications in collaboration with customers operating energy storage
system business, and are expected to commence mass production progressively in 2027. Based
on the the foregoing, including the collaboration status and introduction and verification stages
of these products, we expect that the application of our products in these scenarios will
gradually reach mass production and begin generating revenue in 2027.
 We intend to continue to improve our products and sharpen our technology advantages as the
cornerstone of our business success. Driven by our “Product-market Fit” principle and built
upon our technology foundation, we will continue to develop and bring to market enhanced
products that resonate with customer needs and industry trends, including meeting the evolving
high industry standards for automotive-grade products. Specifically, we expect to leverage
from the high modularity and scalability of our proprietary wireless sensor SoC platform to
achieve more efficient R&D and our robust engineering capabilities to effectively realize mass
production.
Improving Our Gross Margin
Our gross profit margin of different product lines fluctuated during the Track Record Period, due in
part to our materials costs and processing costs, which were subject to supply chain changes. We are also
subject to gross margin fluctuations due to the relatively small scale of our commercialization and sales,
as our cost level and gross margin could be more volatile when we have relatively low sales volume. We
expect to experience a natural improvement of our gross profit margin with the greater economies of scale
of our business. In particular, due to the nature of chip production process, which requires the successful
production of functional chips out of the wafer, and the continual refinement of manufacturing techniques
during the process, we tend to experience a gradual increase of yield rate of a given chip product as its
production volume increases, which means that the return of our product inputs improves over time. As
a result, our gross profit margin will improve when the scale of our production and sales volume expands.
We also intend to build a more stable, resilient and diversified supply chain to enhance our cost
control. We have already established long collaborations with a number of leading foundries, and
packaging and testing service providers with rich experience in automotive-grade products, which forms
the foundation of our ability to achieve cost control, as we can largely avoid potential cost overruns
associated with supplier changes or disruptions. Going forward, in order to strengthen our cost control, we
intend to (1) maintain and strengthen our relationship with our existing suppliers to secure more favorable
terms, including pricing term, and anchor stable production capacity; and (2) along with our business
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expansion, broaden, diversify and optimize our supply chain sources to retain other suppliers that can meet
our needs in an efficient and satisfactory manner, including the introduction of domestic suppliers for
certain components, such as MEMS components. We will systematically carry out negotiations on
commercial terms with our suppliers, and also consider purchase options from alternative suppliers with
more favorable pricing terms. In addition, we expect that we can obtain greater bargaining power in the
course of our supply chain management along with our expanded operating scale and enhanced market
position, such as with our costs for testing and packaging, where we have secured discounts from certain
suppliers with our increased purchase volume of their services, which in turn lowers the unit cost for us.
Moreover, we expect to further improve the manufacturing techniques in respect of our products, as
well as our engineering capabilities, to achieve enhanced manufacturing efficiency and optimization of our
cost structure. In the past, we have upgraded and optimized our automated calibration equipment and
lowered our cost of calibration process, and we will broaden the application of these equipment in our
operations. In addition, our chip design team and packaging/calibration engineering team work closely
with the technical teams of packaging service providers, to resolve issues with packaging and ensure the
efficiency of the packaging process. Going forward, we expect to continue to enhance our capabilities in
these procedures to improve operating efficiency.
Enhancing Operating Efficiency
We believe that we have implemented effective management of our operating expenses in the past
and we expect to continue to maintain and further enhance our operating efficiency and keep our operating
expenses at a reasonable level commensurate with the needs of our business expansion.
With respect to our research and development costs, while R&D is the pillar of our competitive
advantages and we expect to continue to devote significant resources to our R&D efforts, we also intend
to focus on elevating the efficiency of our R&D activities and retaining a productive and outcome-oriented
R&D team, to ensure that our R&D investment contributes to our business and commercial success. While
we expect to continue to retain and attract R&D personnel to carry out relevant initiatives and achieve our
R&D outcome, we will take a result-oriented approach and maintain our team size at a reasonable level
commensurate with our business needs and focus on recruiting candidates with such skill sets and
experience that closely align with our goals. In addition, we expect to continually monitor our investment
into R&D activities and R&D progress, through which we expect to control our expenditure for R&D
materials, testing and verification. As we make progress to a more advanced stage of commercialization
of our products, we expect to enjoy a greater return on our R&D investment. For instance, we have been
able to achieve revenue growth during the Track Record Period that outpaced the growth of the size of our
R&D team. The average revenue of our R&D personnel increased from RMB1.6 million in 2023 to
RMB3.0 million in 2024, and further to RMB3.8 million in 2025, in line with the advancement of the
commercialization progress of our products. While our revenue increased significantly during the Track
Record Period, our research and development costs decreased as a percentage of our total revenue from
42.9% in 2023 to 21.2% in 2025.
With respect to our selling and marketing costs, we have been maintaining a relatively low level of
relevant spendings in the past, with selling and marketing costs representing 5.1%, 4.5% and 4.1% of our
total revenue in 2023, 2024 and 2025, respectively. We expect that we will remain able to keep our selling
and marketing costs at a relatively low level, thanks to the enhanced market recognition of our products
and brand, the close collaboration and solid relationship with our customers and the robust downstream
demand of our products.
With respect to our administrative expenses, we expect to maintain streamlined management team
and general operations team and implement stringent control of relevant expenditures.
EMPLOYEES
As of December 31, 2025, we had 225 employees, among which 67 employees held a master’s degree
of above, accounting for 29.8% of our total employees. As of the same date, over 99% of our employees
are located in China. The following table sets forth a breakdown of our employees by function as of
December 31, 2025.
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Number of
employees % of total
Research and development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125 55.6%
General administration and management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 27.6%
Sales and marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 11.6%
Quality control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 5.2%
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100225 100.0%
Our success deeply rests with our ability to attract, retain and motivate qualified talents, with the
belief that our high-quality talent pool is one of our core strengths and competitive advantages. We recruit
talents, with high standards and rigorous procedures and through various methods, including online
recruitment, internal referrals and third-party recruiters, to select the best-fit personnel for the
corresponding positions in response to various talent demands. We offer competitive remuneration
package to our employees, which are generally based on their qualifications, industry experience, position
and performance. We regularly evaluate the performance of our employees and reward well-performing
employees with bonus and promotion. In addition, we provide training programs to our employees,
including corporate-wide and department-specific training to improve their professional knowledge and
management skills and keep abreast with market developments.
As required under PRC labor laws, we enter into individual employment contracts with our
employees covering matters such as wages, bonuses, employee benefits, workplace safety, non-compete
arrangements and grounds for termination. In addition, we generally enter into standard confidentiality
agreements with our key employees. As required under PRC laws and regulations, we participate in and
make contributions to social insurance, including pension, medical, maternity, work-related injury and
unemployment and housing provident fund. During the Track Record Period, instead of making the
contributions to the social insurance and housing provident funds on our own for certain employees, we
engaged third-party agencies to make such contributions, which was not in strict compliance with
applicable PRC laws and regulations. See “Risk Factors—Risks Relating to Our General Operations and
Industry—Failure to pay social insurance premiums and housing provident funds on behalf of our
employees in accordance with applicable laws and regulations may subject us to penalties.”
None of our employees are currently represented by labor unions. We believe that we maintain a
good working relationship with our employees, and we had not experienced any material labor dispute or
any difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest
Practicable Date.
INSURANCE
We consider our insurance coverage to be adequate as we have in place all the mandatory insurance
policies required by PRC laws and regulations and in accordance with the commercial practice in our
industry. Our employee-related insurance includes the social insurance and housing provident fund as
required by PRC laws and regulations.
However, in line with general market practice, we do not maintain any business interruption
insurance or keyman life insurance, which are not mandatory under PRC laws. Other than product liability
insurance and transportation insurance that covers the delivery of wafers, we generally do not maintain
insurance policies covering damages to our products or our technological infrastructure. During the Track
Record Period and up to the Latest Practicable Date, we had not made or been the subject of any material
insurance claims. Any uninsured occurrence of business disruption, litigation or natural disaster, or
significant damages to our uninsured infrastructure or facilities could have a material adverse effect on our
results of operations. See “Risk Factors—Risks Relating to Our General Operations and Industry—Our
insurance coverage may not be sufficient to cover all losses or potential claims by our customers, which
would affect our business, results of operations and financial condition.”
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PROPERTIES
As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai,
Nanjing and other cities in China, with a total gross floor area of approximately 5,645.6 square meters.
All such properties have been used for non-property activities as defined under Rule 5.01(2) of the Listing
Rules and are primarily used as office premises for our business operations. We plan to renew our leases
or negotiate new terms when the existing leases expire. All lessors are independent third parties. We did
not experience material difficulties in negotiating renewal of our leases with our landlords during the
Track Record Period and up to the Latest Practicable Date.
As of the Latest Practicable Date, none of the properties leased or owned by us had a carrying
amount of 15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing
Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance
with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this prospectus is exempted from
compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our Group’s
interests in land or buildings.
LICENSES, APPROV ALS AND PERMITS
We are required to maintain various licenses, permits and approvals in order to operate our business.
We continually monitor our compliance with the requirements related to licenses, permits and approvals
in order to ensure that we have all such licenses, permits and approvals which are necessary to operate our
business. Our PRC Legal Advisor have advised us that during the Track Record Period and up to the Latest
Practicable Date, we had obtained all licenses, permits and approvals necessary to conduct our operations
in all material respects from the relevant government authorities in China, and such licenses, permits and
approvals remained in full effect. In addition, as of the Latest Practicable Date, as advised by our PRC
Legal Advisor, we do not anticipate any legal impediments in the renewal process of such licenses, permits
and approvals as long as we meet the substantive and procedural requirements stipulated in the relevant
PRC laws and regulations.
The following table sets out a list of material licenses, permits and approvals currently held by us.
License/permit/approval Holder Grant date Expiry date
High-tech Enterprise Certificate /H1100/H1100/H1100Our Company December 13, 2023 December 13, 2026
High-tech Enterprise Certificate /H1100/H1100/H1100Shanghai SENASIC November 15, 2023 November 15, 2026
High-tech Enterprise Certificate /H1100/H1100/H1100Gainsil December 26, 2024 December 26, 2027
A W ARDS AND RECOGNITIONS
During the Track Record Period and up to the Latest Practicable Date, we received a number of
awards and recognitions in connection with our business. Some of the significant awards and recognitions
we have received are set forth below.
Awards and Recognition Awarding Parties
Y ear of
Award
Annual Automotive Supply Chain
Breakthrough Award (ӛԓପ
ॎᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Automotive Electronics Industry
Investment Alliance ( ӛԓཥɿପุҳ
༟ᑌຑ)
2025
Golden Chip Award – Emerging
Product (ᆤ–ᆤ) /H1100/H1100/H1100/H1100/H1100
Automotive Electronic Innovation
Conference ( ӛԓཥɿ௴อɽึ)
2025
Technology Contribution Award /H1100/H1100/H1100/H1100/H1100Ampron 2025
Sensor Growth V alue Award (ϓ
ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Sensor China 2025
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Awards and Recognition Awarding Parties
Y ear of
Award
Jiangsu Provincial Gazelle Enterprise
(ᐙୣΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Productivity Center of Jiangsu Province
(ආʕː)
2024
National High-tech Enterprise (࢕
ॴਖ਼ၚतอʃ̶ɛΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
The MIIT 2023
National High-tech Corporation (࢕
৷อҦஔΆุ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Jiangsu Provincial Department of
Science and Technology; Jiangsu
Provincial Department of Finance;
State Administration of Taxation,
Jiangsu Provincial Taxation Bureau
(೼
೼ਕ҅)
2023
Jiangsu Provincial Engineering
Research Center for Low-power,
High-Precision Automotive-grade
Sensor Chips (ܓ
Ӻʕ
ː)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Jiangsu Provincial Department of
Science and Technology (ኪҦ
ஔᝂ)
2023
Jiangsu Province Special Funded
Program for Transformation of
Scientific and Technological
Achievements (ᔷ
ධͦ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Jiangsu Provincial Department of
Finance; Jiangsu Provincial
Department of Science and
Technology (߅޲
ኪҦஔᝂ)
2023
“China IC” Spark Award for
Emerging Products (“ڃ”˦
ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China Center for Information Industry
Development
2023
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
We have been and may from time to time continue to be, a party to various legal, arbitration or
administrative proceedings arising in the ordinary course of our business. As of the Latest Practicable
Date, there were no litigation, arbitration or administrative proceedings pending or threatened against us
or any of the Directors which could have a material and adverse effect on our financial condition or results
of operations. During the Track Record Period and up to the Latest Practicable Date, there were no
litigation, arbitration or administrative proceedings against us or any of the Directors which had caused
a material and adverse effect on our business, results of operations or financial condition.
Compliance
We are subject to a number of regulatory requirements and guidelines issued by the regulatory
authorities in China. During the Track Record Period and up to the Latest Practicable Date, we did not
commit any material non-compliance of the laws and regulations, or experience any systemic non-
compliance incident which, taken as a whole, in the opinion of our Directors, is likely to have a material
adverse effect on our business, results of operations and financial condition. As advised by our PRC Legal
Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with the
relevant PRC laws and regulations in all material respects.
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Non-registration of lease agreements
As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai,
Nanjing and other cities in China. As of the Latest Practicable Date, the lease agreements were not filed
by either us or the relevant lessors for registration with respect to six of our leased properties in China.
The reasons behind the failure to register the aforementioned lease agreements are beyond our control
because, among other things, the lessors’ willingness to cooperate in the registration process and provision
of relevant documents for registration is necessary. As advised by our PRC Legal Advisor, the validity and
enforceability of the lease agreements are not affected by the failure to register or file the lease agreements
with the relevant government authorities. According to the relevant PRC regulations, we may be ordered
by the relevant government authorities to register the relevant lease agreements within a prescribed period,
and we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if
we fail to comply. The maximum potential penalties associated with the six unregistered leases mentioned
above were RMB60,000. As of the Latest Practicable Date, we had not received any such request or
suffered any such fine from the relevant government authorities. We undertake to cooperate fully to
facilitate the registration of lease agreements once we receive any requirements from relevant government
authorities.
Social security premiums and housing provident funds
According to the Social Insurance Law and the Provisional Regulations on Collection and Payment
of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ) promulgated by the State Council on January
22, 1999 and most recently amended on March 24, 2019 and effective from the same date, we shall register
social insurance with local social insurance and pay or withhold relevant social insurance for or on behalf
of our employees. During the Track Record Period, we engaged third-party agencies to pay social
insurance premiums and housing provident funds for certain employees, which was not in strict
compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party agencies
provided such funds for 22 of our employees. We implemented such arrangements primarily because these
employees were located in cities where we did not have any registered operating entities.
As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by
competent PRC authorities, we might be subject to additional contributions, late payment fees and/or
penalties required by relevant PRC laws and regulations for failing to discharge our obligations in relation
to payment of social insurance and housing provident funds as an employer or be ordered to rectify such
practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy
the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we
may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period
of time, failing which the relevant governmental authorities could apply to the People’s Court for
enforcement, and if we fail to complete housing provident fund registration before the prescribed
deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant
subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding
balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance
per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging
from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the
likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track
Record Period is low, on the basis that (1) according to the written confirmation by the social insurance
and housing provident fund administrative departments at the places where our Company and our
respective subsidiaries are registered, being the competent authorities, as confirmed by our PRC Legal
Advisor, we had not been subject any administrative penalties due to any breach of the applicable laws
and regulations in relation to social insurance and housing provident fund during the Track Record Period;
(2) we undertake that we will rectify or make outstanding payments within a prescribed period once
required by competent authorities or by the end of 2027, whichever is earlier; (3) the relevant employees
have issued a confirmation letter confirming that there are no disputes or potential disputes with the
company and third-party payment agencies regarding the payment of social insurance premiums and
housing provident funds; and (4) we have not received labor arbitration notices from any of employees in
relation to Employee Third-Party Payment during the Track Record Period and up to the Latest Practicable
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Date. In the event that the relevant governmental authorities do not recognize the amount of social
insurance premium and housing provident funds that we contributed through third-party agencies, it may
be deemed a failure to make full contributions, with the social insurance premium and housing provident
funds paid by third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3
million, RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively.
DATA SECURITY AND PRIV ACY
In the course of our business, we collect, store and process business data and transaction data. As
we only make transactions with enterprises, we do not collect or process personal data. We believe that
the confidentiality, integrity and availability of data are vital to our business operations. To mitigate data
security risks, we have implemented a comprehensive approach that includes stringent data encryption,
secure data storage protocols and strict transmission policies to ensure the confidentiality and integrity of
sensitive information.
We have established clear and detailed protocols that govern the use, storage and sharing of
corporate data, ensuring that only employees with the appropriate authorization can access sensitive
information on a need-to-know basis. We also conducted regular data security training for employees to
strengthen their data security awareness. Our employees are required to sign confidentiality agreements
as part of their employment, which strictly prohibit the unauthorized disclosure of any company-related
confidential information. This policy ensures that our employees understand the critical nature of
safeguarding company data and are held accountable for maintaining confidentiality. To safeguard against
data loss, we have implemented a robust backup system that stores data in multiple locations. For our core
business data, we have established primary and backup redundancy systems. We implement multi-tiered
security backups to ensure data integrity and uninterrupted business continuity. Multiple backup copies of
data are stored across different locations, ensuring that data can be quickly restored in the event of any
technical issues, natural disasters, or unforeseen circumstances.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any
material data leakage or data loss, nor did we experience any material unauthorized use of customers’ or
distributors’ personal information. As advised by our PRC Legal Advisor, we had complied with the laws
and regulations in data security and privacy during the Track Record Period and up to the Latest
Practicable Date in the PRC in all material aspects.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE
We believe the effective management of environmental, social and corporate governance (“ESG”)
matters is important to our long-term success. We are committed to promoting long-term growth in a
prudent and responsible manner, and regard ESG as an integral component of both value creation and risk
management.
ESG Governance
We have established a systematic ESG governance framework to ensure that ESG considerations are
effectively integrated into our strategy, risk management and operations. Our Board provides overall
leadership and supervision on ESG matters and integrates sustainability into our long-term strategy and
risk management framework. Our Board members possess diverse backgrounds with extensive experience
relevant to ESG topics and collectively provide guidance and resources to support the implementation of
sustainability initiatives. Our Board assumes ultimate oversight of ESG matters, regularly reviews
material issues, assesses potential business and financial impacts and guides risk response measures. Our
Board also conducts regular reviews of ESG-related risks and opportunities and provides guidance on the
formulation of corresponding response measures. Our Board oversees areas such as ethics, environmental
compliance, supply chain management and employee development, ensuring that related risks and
opportunities are addressed effectively. Material ESG topics are identified and prioritised through a
structured double materiality assessment comprising four stages, including topic inventory, topic
identification, materiality assessment, and validation and review. The process combines internal analysis
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and stakeholder engagement with employees, business partners, suppliers, customers and regulators. Our
Board evaluates the significance and potential financial impact of each topic and determines priorities
according to relevance, magnitude and likelihood of occurrence, ensuring that highly material issues are
incorporated into ESG strategy and performance monitoring. Regular ESG reporting and training are
arranged to help our Board stay informed of emerging risks, regulatory changes and global sustainability
trends.
We have also established internal control mechanisms covering ESG policy implementation, target
progression, disclosure and performance evaluation, and we continue to refine governance arrangements
with business development and regulatory requirements. We will further enhance our Board and
management oversight of ESG matters and refine governance and execution processes to strengthen
overall sustainability management.
Environmental Protection
We actively monitor changes in laws, regulations and policies, continuously assess compliance risks
and adjust our practices to stay aligned with evolving environmental priorities. To strengthen the
effectiveness of environmental management, we have implemented the “Environmental Factors
Identification and Evaluation Procedure,” which enables us to systematically identify and assess key
environmental factors across operations, update our environmental risk register on a regular basis, and
apply tracking and analysis mechanisms to improve the dynamic management of material issues and
reduce potential impacts. During the Track Record Period and up to the Latest Practicable Date, we did
not incur a material cost of compliance with relevant environmental protection laws and regulations. Our
Directors believe that our cost of compliance with the relevant environmental protection laws and
regulations is not expected to be material going forward.
Climate Change
We continue to monitor the systemic implications of climate change on economic structures,
business operations and value chains. Through regular reviews of relevant policies, regulatory
developments and internal operations, we identify climate-related risks and opportunities, assess their
potential influence on our business and development, and formulate appropriate response measures.
Climate-related risk and opportunity management
We have incorporated climate risk considerations into our broader environmental and risk
management framework to ensure that potential impacts are properly monitored and addressed.
 Physical risks : Extreme weather events, such as typhoons, heatwaves and heavy rainfall, may affect
business continuity and supply chain stability, particularly in logistics and external data service
facilities. We monitor local weather advisories and work closely with suppliers and partners to
maintain operational resilience through emergency planning, remote working capabilities and
infrastructure insurance coverage.
 Transition risks : Evolving environmental regulations, carbon pricing mechanisms and changing
market expectations may increase compliance costs or affect the availability and cost of low-carbon
electricity. We actively track regulatory trends and industry best practices to align with low-carbon
transition policies and maintain our competitiveness in a decarbonizing economy.
 Opportunities : The growing emphasis on green supply chains and sustainable electronics presents
new business opportunities for innovation and collaboration. As a fabless company focusing on
energy-efficient sensor SoCs, we are well positioned to contribute to the development of low-carbon
smart devices and to collaborate with customers seeking sustainable solutions in the automotive and
industrial electronics sectors.
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As of the Latest Practicable Date, we have not experienced any significant financial loss, operational
interruption or regulatory penalty arising from climate-related factors. We expect that ongoing investments
in energy-efficient facilities and environmental management systems will help offset any increase in
compliance costs and enhance long-term operational resilience.
Metrics and targets
We have established a Greenhouse Gas (“GHG”) accounting and monitoring system covering our
office operations to align with regulatory requirements, client expectations and internal efficiency
assessments. Following the GHG Protocol, we apply emission factors suited to office activities to ensure
data accuracy, comparability and auditability.
As of December 31,
Unit 2024 2025
Emissions
Greenhouse Gas Emissions
Total (Scope 1 ,2&3 ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO
2e 491.42 514.20
(i) Direct Emissions (Scope 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e0 0
(ii) Indirect Emissions from Energy (Scope 2) /H1100/H1100tCO2e 274.81 242.70
(iii) Other Indirect Emissions (Scope 3) /H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.61 271.50
Categor y 6 – Business Travel /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.13 271.43
Categor y 7 – Employee Commuting /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 0.48 0.07
We recorded no material Scope 1 emissions during the reporting period, as our operations do not
involve direct production processes, combustion equipment, company-owned vehicles, or refrigerant
replacement activities. Our office air-conditioning systems operate under sealed circulation and only
require minor replenishment by qualified contractors in the event of maintenance or leakage.
Our primary emissions arise from electricity used for lighting, air conditioning and office equipment.
We continue to enhance energy monitoring, data collection and verification to ensure reporting accuracy
and transparency.
We have initiated the accounting of Scope 3 emissions to capture indirect impacts across our value
chain. Our current Scope 3 assessment covers Category 6 Business Travel and Category 7 Employee
Commuting. Comparing to our peers in the industry, our GHG emission intensity is well within the
comparable industry range for design-oriented semiconductor companies.
We plan to progressively expand coverage to additional categories as reliable data become available,
hence enhancing the completeness and accuracy of our Scope 3 reporting. We target a 10% reduction in
Scope 1 and Scope 2 GHG emission intensity by the end of 2027, representing an average annual reduction
of approximately 3% per year. We will continue to implement energy-saving initiatives, such as optimized
HV AC operation, energy-efficient lighting, smart power-off controls, digital workflows and travel
reduction, to improve efficiency and lower emissions. We set the target by referring to our operational
profile, expected business growth and achievable efficiency gains through ongoing facility and process
optimization. All equipment is diligently maintained, with timely repair or replacement to avoid long-term
energy waste and mitigates potential compliance risks arising from excessive emissions.
Energy and Resource Management
We integrate environmental management into daily operations to improve resource efficiency, ensure
compliance and control risks. We align with local environmental regulations and industry standards and
have established a tailored management system to oversee resource use and environmental risks across
research, office and supply chain activities.
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Energy use from office operations mainly comes from lighting, air conditioning, printing and other
office equipment. We manage these through energy-saving measures to control carbon emissions and
improve equipment efficiency, while ensuring adequate indoor ventilation to eliminate the risk of
excessive air pollutant emissions. Our wastewater discharge mainly comes from daily domestic water use
in office areas and does not involve industrial or laboratory wastewater. All domestic sewage is collected
by the property management system and connected to the municipal drainage network for treatment by
qualified third-party operators. Our solid waste mainly consists of office refuse, general packaging
materials and small amounts of nonhazardous electronic consumables such as toner cartridges and
discarded circuit boards. We have established a management process covering collection, classification,
temporary storage and outsourced disposal, with our general affairs department taking the lead for
maintaining waste records and overseeing qualified third-party disposal providers.
Social Responsibility
Employee rights and benefits
We have established a comprehensive benefits system to safeguard the health and well-being of our
employees. This includes full contributions to statutory social insurance and housing funds and annual
health checkups. In addition, we offer a variety of welfare programs, including holiday allowances,
birthday benefits and team-building subsidies.
In terms of compensation, we have implemented a structured incentive system that covers
performance bonuses, position allowances and long-term incentive plans. This ensures a fair, transparent
and competitive remuneration framework that balances market competitiveness with internal motivation.
Our workplaces are primarily office based, with low operational risks. Comprehensive safety measures are
maintained to comply with occupational health and safety standards.
We place strong emphasis on employee development and career growth through a structured training
system covering onboarding, skills enhancement, professional expertise and leadership development. We
also promote diversity and inclusion by ensuring fair and transparent recruitment practices.
Supply chain management
We have established comprehensive policies and procedures to promote a sustainable supply chain.
We select and evaluate suppliers through a structured approval process that includes document review and
on-site audits. Key assessment criteria include financial stability and production capacity, engineering
capability, and quality system performance, verified through valid certifications and quality management
documentation. Only suppliers that meet our technical, financial and quality requirements are admitted to
our approved vendor list. All suppliers are required to comply with our supply chain policies and
admission procedures. To ensure integrity, compliance, environmental protection and quality, we require
all of our Tier 1 and selected Tier 2 suppliers to sign binding commitment documents. In relation to
business ethics, we have established an anti-bribery compliance system that requires suppliers to sign an
Integrity Agreement, explicitly prohibiting all forms of bribery, kickbacks and improper benefits. An
independent reporting channel is in place, and any verified misconduct will result in immediate
termination of cooperation and legal accountability, ensuring enforceability and accountability of our
integrity management system. In relation to environmental management, we have established an
environmental compliance system that requires suppliers to sign a Supplier Environmental and Safety
Compliance Agreement, ensuring adherence to applicable environmental laws and regulations, including
the EU RoHS 2.0 Directive and REACH standards, and explicitly prohibiting the use of hazardous or
restricted substances.
During the Track Record Period and up to the Latest Practicable Date, we had not been subject to
any material claim or penalty in relation to health, safety, social and environmental protection, or been
involved in any significant workplace accident or fatality. As advised by our PRC Legal Advisor and
confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, we had
complied with applicable health, work safety and environmental laws and regulations in all material
respects.
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INTERNAL CONTROL AND RISK MANAGEMENT
Internal Control
We have designated responsible personnel in our Company to monitor the ongoing compliance by
our Company with the relevant PRC laws and regulations that govern our business operations and oversee
the implementation of necessary measures. We have adopted internal rules and policies governing various
aspects of our business operations and management, such as our sales practices, procurement, production,
information system, legal compliance, financial reporting and human resources.
We have engaged an independent internal control consultant to perform an initial review in July 2025
in selected areas of our internal controls, including, among others, financial reporting and disclosure
controls, sales, accounts receivable and collection, procurement, accounts payable and payment, cash and
treasury management, assets management, research and development, information technology general
controls and compliance management. As part of the review, the internal control consultant carried out the
following procedures:
– gained an understanding of control procedures by discussing them with management and
reviewing relevant policies and documentation;
– assessed the design, implementation and operating effectiveness of control procedures within
the selected areas;
– highlighted any material or other internal control deficiencies identified during the agreed
procedures, bringing them to the attention of us and the Joint Sponsors; and
– provided recommendations to address the identified internal control deficiencies.
Furthermore, our internal control consultant put forward recommendations based on such review. We
have implemented rectification and improvement measures, as the case may be, in response to their
findings and recommendations, such as revising policies and procedures. The internal control consultant
performed follow-up review on our remedial measures in August 2025 (1) reviewing the revised policies
and procedures prepared by us; (2) reviewing the sample of implementation measures during the
remediation period if applicable; and (3) reporting the status of remediation to those deficiencies, and it
did not identify any material deficiencies in our internal control system. Having considered the report
prepared by our internal control consultant, our Directors confirmed that all of the major recommendations
provided by the internal control consultant have been followed and corrective actions were taken
accordingly to address our internal control deficiencies and weaknesses. Our Directors are of the view that
our enhanced internal control measures are adequate and effective to ensure compliance with relevant laws
and regulations going forward.
We have appointed Maxa Capital Limited as our external compliance advisor with effect from the
date of the Listing to advise on ongoing compliance with the Listing Rules and other applicable securities
laws and regulations in Hong Kong.
Risk Management
We are exposed to various risks in the ordinary course of our business operations. Key operational
risks faced by us include, among others, our ability to respond to technological changes, competition in
the relevant industries, our ability to retain and grow our customer base and usage, our ability to enhance
or upgrade our existing products and introduce new ones, our ability to maintain and expand our sales and
distribution network and our ability to successfully expand to and develop market recognition in
downstream industry sectors. See “Risk Factors” for disclosures on various risks we face. In addition, we
also face certain market risks, such as credit risk, liquidity risk and interest rate risk related to our
financials. See “Financial Information—Quantitative and Qualitative Disclosure of Market Risks” for
details. We have implemented policies and procedures for risk management in each aspect of our
operations, including administration of daily operations, data security, financial reporting procedures,
employee conduct and legal compliance. Our Board oversees and manages the overall risks associated
with our operations. We have established an Audit Committee to review and supervise the financial
reporting process and internal control system of our Group. See “Directors and Senior
Management—Board Committees—Audit Committee” for the qualifications and experience of these
committee members as well as a detailed description of the responsibility of our Audit Committee.
BUSINESS
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OVERVIEW
Dr. Li, our founder, chairman, executive Director and chief executive officer, and Mr. Li, our founder
and executive Director, have acted in concert with each other since our establishment. To formalize their
cooperation as co-founders, core management and Shareholders in achieving the shared goals and
objective of our Group, Dr. Li and Mr. Li entered into the concert party agreements in October 2020 and
August 2025. In October 2020, when Dr. Li and Mr. Li entered into the an acting-in-concert agreement
(the “Previous Agreement”), Ningbo Meishan Bonded Port Area Cenyou V enture Capital Partnership
(Limited Partnership) (೼ಥਜҊС௴ุҳ༟ΥྫΆุ(Υྫ)) (“Ningbo Cenyou”) agrees
to sign such agreement with Dr. Li and Mr. Li as a favor for our Company to help further increase the
voting power controlled by Dr. Li and Mr. Li provided that it should not be part of the controlling
shareholders nor participating in the management of our Company. As a result, pursuant to the Previous
Agreement, Ningbo Cenyou agrees to act in concert with Dr. Li and Mr. Li only until the date when our
Company first submit its initial public offering application or the date when it ceases to be a Shareholder,
whichever is earlier, and Dr. Li shall have the ultimate determinative power. As such, in light of the Listing
attempt, the acting-in-concert arrangement with Ningbo Cenyou was terminated pursuant to the
termination term under the Previous Agreement and Ningbo Cenyou ceased to act in concert with Dr. Li
and Mr. Li. In August 2025, to continue to formalize the acting-in-concert relationship between the
founders of our Company, Dr. Li and Mr. Li have entered into new acting-in-concert agreement, pursuant
to which, they have renewed their acting-in-concert relationship, which shall not be terminated until
mutual agreement between them, and affirmed that Dr. Li has the ultimate determinative power. It is
considered that the termination of the acting-in-concert arrangement with Ningbo Cenyou does not
adversely affect the ownership continuity of our Company based on the following: (1) Ningbo Cenyou is
only a passive financial investor of our Company. It enters into the Previous Agreement purely as a favor
for our Company to help further increase the voting power controlled by Dr. Li and Mr. Li without any
intention to participate in the management or operation of our Company nor control our Company. It has
been intentionally indicated in the Previous Agreement that it should not be considered as a controlling
shareholder of our Company or as participation in the management and operation of our Company. The
termination of the acting in concert arrangement with Ningbo Cenyou in August 2025 was also made in
accordance with the initial termination agreement under the Previous Agreement as set forth above; (2)
since the investment in our Company, Ningbo Cenyou has no director nomination right. It has never
participated in the management or operation of our Company nor appointed any Director or management
of our Company. Dr. Li and Mr. Li are the shareholders that control and could exercise influence over the
management of our Company since the establishment of our Company and have the right to nominate more
than half of the members of the Board. The termination of the acting-in-concert arrangement with Ningbo
Cenyou has not adversely affected the management of our Company. All the executive Directors and core
management of our Company during the Relevant Period has remained unchanged after termination of the
acting-in-concert arrangement with Ningbo Cenyou; and (3) during the relevant period, Ningbo Cenyou
is interested in less than 2% of the total issued share capital of our Company. Dr. Li and Mr. Li, only
through themselves and other Single Largest Group of Shareholders, could exercise control over 30% of
the voting rights of our Company. As such, Ningbo Cenyou is not and shall not be considered as members
of the controlling shareholders of our Company and the termination of acting-in-concert arrangement with
Ningbo Cenyou does not adversely affect the ownership continuity of our Company.
As of the Latest Practicable Date, Dr. Li and Mr. Li, by virtue of the acting-in-concert arrangement,
were collectively interested in approximately controlled 32.25% of our total issued share capital,
comprising: (1) approximately 10.48% of our total issued share capital directly held by Dr. Li; (2)
approximately 4.17% of our total issued share capital directly held by Mr. Li; (3) approximately 9.10%
and 7.63% of our total issued share capital controlled by Dr. Li through Shanghai Chuangyingrui and
Shanghai Ruixinchuang, respectively, both of which are our ESOP Platforms and controlled by Dr. Li; and
(4) approximately 0.87% of our total issued share capital controlled by Dr. Li through Gongqingcheng
SENASIC. See “History, Development and Corporate Structure—Concert Party Arrangement” for details.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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Upon the Listing, without taking into account any Shares that may be issued upon exercise of the
Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr. Li will be
entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai
Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company. Therefore, upon
the Listing, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and
Gongqingcheng SENASIC will become our Single Largest Group of Shareholders.
NO COMPETITION AND CLEAR DELINEATION OF BUSINESS
Our Single Largest Group of Shareholders have confirmed that as of the Latest Practicable Date,
none of them or any of their respective close associates had any interest in a business that competes or
is likely to compete, either directly or indirectly, with our business, which is subject to disclosure pursuant
to Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
Management Independence
Our business is primarily managed and conducted by our Board and senior management. Upon the
completion of the Listing, our Board will comprise of four executive Directors, two non-executive
Directors and three independent non-executive Directors. See “Directors and Senior Management” for
more information.
Our Directors believe that our Board and senior management are able to manage our business and
function independently from our Single Largest Group of Shareholders based on the following reasons:
(1) each of our Directors is aware of his/her fiduciary duties as a Director of our Company which
require, among other things, that he/she acts for the benefit and in the best interests of our
Company and does not allow any conflict between his/her duties as a Director and his/her
personal interest;
(2) in the event that there is a potential conflict of interest arising out of any transaction to be
entered into between our Group and our Directors or their respective associates, the interested
Directors shall abstain from voting at the relevant board meetings of our Company in respect
of such transactions and shall not be counted in the quorum;
(3) we have three independent non-executive Directors, who have extensive experience in different
areas and have been appointed to ensure that the decisions of our Board are made after due
consideration of independent and impartial opinions. Certain matters of our Company must
always be referred to the independent non-executive Directors for review in accordance with
the Listing Rules, the applicable laws and our Articles of Association and internal policies;
(4) our daily management and operations are carried out by our senior management team. Except
Dr. Li and Mr. Li, our senior management team members are independent from our Single
Largest Group of Shareholders, all of whom have substantial experience in the industry in
which our Company is engaged, and will therefore be able to make business decisions that are
in the best interest of our Group;
(5) we have adopted a series of corporate governance measures to manage conflicts of interest, if
any, between our Group and our Single Largest Group of Shareholders which would support
our independent management. See “—Corporate Governance.”
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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Operation Independence
We have established our own organizational structure comprised of individual departments, each
with specific areas of responsibilities. We have also established various internal control procedures to
facilitate the effective operation of our business. Our Group is not operationally dependent on our Single
Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all
relevant licenses and owns all relevant intellectual property and R&D facilities necessary to carry on our
business. We have sufficient capital, facilities, equipment and employees to operate our business
independently from our Single Largest Group of Shareholders. We also have independent access to our
customers and suppliers.
Based on the above, our Directors believe that we are capable of carrying on our business
independently of our Single Largest Group of Shareholders and their close associates.
Financial Independence
We have an independent financial system. Our Group’s accounting and finance functions are
independent of our Single Largest Group of Shareholders and their close associates. Our Group makes
financial decisions according to our own business needs. Our Group’s major finance operations are
handled by our financial management department, which operates independently from our Single Largest
Group of Shareholders and their close associates. We do not share any other functions or resources with
any of our Single Largest Group of Shareholders or their close associates.
During the Track Record Period, we primarily financed our business operations through cash
generated from our business activities and equity financing activities. As of the Latest Practicable Date,
we did not have any outstanding borrowings or guarantees from our Single Largest Group of Shareholders
or any of their respective close associates.
Based on the above, our Directors believe that our Group is able to operate with financial
independence from our Single Largest Group of Shareholders and their close associates.
CORPORATE GOVERNANCE
We have put in place sufficient corporate governance measures to manage the conflict of interest and
potential competition from our Single Largest Group of Shareholders and safeguard the interest of our
Shareholders, including:
(1) where a general meeting of our Company is to be held for considering proposed transactions
in which our Single Largest Group of Shareholders or any of their close associates has a
material interest, our Single Largest Group of Shareholders will abstain from voting on the
resolutions and shall not be counted in the quorum in the voting;
(2) our Company has established internal control mechanism to identify connected transactions.
After the Listing, our Company will comply with the requirements in connection with
connected transactions under the Listing Rules;
(3) where our Directors reasonably request the advice of independent professionals, such as
independent financial advisors, the appointment of such independent professionals will be
made at our Company’s expense;
(4) we have appointed Maxa Capital Limited as our compliance advisor to provide advice and
guidance to us in respect of compliance with the applicable laws and regulations, as well as the
Listing Rules, including various requirements relating to corporate governance;
(5) we have established the audit committee, remuneration and appraisal committee and
nomination committee with written terms of reference in compliance with the Listing Rules and
the Corporate Governance Code;
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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(6) our Single Largest Group of Shareholders will confirm the status of their non-competing
interest on an annual basis and to provide all information necessary, including all relevant
financial, operational and market information and any other necessary information as required
by our Company; and
(7) our Company will disclose decisions (with basis), if any, on matters reviewed by the
independent non-executive Directors either in its annual report or by way of announcements.
Our Directors consider that the above corporate governance measures are sufficient to manage any
potential conflict of interests between our Single Largest Group of Shareholders and their respective close
associates and our Group and to protect the interests of our Shareholders, in particular, the minority
Shareholders.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “Cornerstone Investment
Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set
out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which
the Cornerstone Investors have agreed to, subject to certain conditions, subscribe or cause their designated
entities to subscribe at the Offer Price for a certain number of Offer Shares that may be purchased for an
aggregate amount of approximately HK$283.41 million (the “Cornerstone Placing”), which is calculated
based on the exchange rate as disclosed in the section headed “Information about this Prospectus and the
Global Offering” in this prospectus and for illustration purpose. See the tables in “–The Cornerstone
Placing” in this section for details.
Based on the Offer Price of HK$18.36 per Offer Share, the total number of Offer Shares to be
subscribed by the Cornerstone Investors would be 15,413,600 Offer Shares, representing (i) assuming the
Over-allotment Option is not exercised, approximately 28.86% of the total Offer Shares in the Global
Offering and 4.07% of our total issued Shares immediately upon the completion of the Global Offering;
and (ii) assuming the Over-allotment Option is fully exercised, approximately 25.10% of the total Offer
Shares in the Global Offering and 3.98% of our total issued Shares immediately upon the completion of
the Global Offering.
Our Company is of the view that the Cornerstone Placing will help to raise the profile of our
Company and to signify that such investors have confidence in our business and prospect. Our Company
became acquainted with each of the Cornerstone Investors in its ordinary course of operation through the
network of our Group or through introduction by certain Shareholders and Underwriters in the Global
Offering.
To the best knowledge of our Company, other than Longwei HK (a close associate of an existing
minority Shareholder of our Company), (i) each of the Cornerstone Investors is an Independent Third
Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from our Company, the
Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders
or any of their respective subsidiaries or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Offer Shares; (iii) none of the subscription of the relevant Offer
Shares by any of the Cornerstone Investors is financed by our Company, the Directors, chief executive,
our Controlling Shareholders, substantial shareholders, existing Shareholders or any of their respective
subsidiaries or their respective close associates; (iv) as confirmed by each of the Cornerstone Investors,
each Cornerstone Investor will be utilizing their internal resources as their source of funding for the
subscription of the Offer Shares, and each of them has sufficient funds to settle its respective investment
under the Cornerstone Placing; and (v) no approval from other stock exchange is required for each
Cornerstone Investor’s investment in our Company as described in this section. Each of the Cornerstone
Investors confirms that all necessary approvals have been obtained with respect to the Cornerstone Placing
and that no specific approval from any stock exchange (if relevant) or its shareholders or other regulatory
authority is required for the relevant cornerstone investment.
We have applied for, and the Stock Exchange has granted a waiver from strict compliance with the
requirements under Rule 10.04 of the Listing Rules and consent under paragraph 1C of Appendix F1 to
the Listing Rules to permit Offer Shares in the International Offering to be placed to Longwei HK, a close
associate of one of our existing minority Shareholder. For further details, please see the section headed
“Waivers and Exemptions.”
CORNERSTONE INVESTORS
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The Cornerstone Placing will form part of the International Offering, and the Cornerstone Investors
and their respective close associates will not subscribe for any Offer Shares under the Global Offering
(other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the
Cornerstone Investors will rank pari passu in all respect with the fully paid Shares in issue and will be
counted towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules.
Immediately following the completion of the Global Offering, none of the Cornerstone Investors will
become a substantial shareholder of the Company, and the Cornerstone Investors will not have any Board
representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer
Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment
Agreements compared with other public Shareholders. There are no side arrangements between our
Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone
Investors by virtue of or in relation to the Cornerstone Placing, other than a guaranteed allocation of the
relevant Offer Shares at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide
for New Listing Applicants.
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be affected by
reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in
the event of over- subscription under the Hong Kong Public Offering as described in the paragraph headed
“Structure of the Global Offering–The Hong Kong Public Offering–Reallocation” in this prospectus.
Further, the Joint Sponsor-OCs and the Company can adjust the number of Offer Shares to be acquired by
each Cornerstone Investor in their sole and absolute discretion for the purpose of compliance with Rules
19A.13A(1) and 19A.13C(1) of the Listing Rules, Practice Note 18 to the Listing Rules and Appendix F1
(Placing Guidelines for Equity Securities) to the Listing Rules. Details of the actual number of Offer
Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement
of our Company to be published on or around June 16, 2026. The Cornerstone Investors have agreed to
pay in full for the relevant Offer Shares that they have subscribed before dealings in the Company’s H
Shares commence on the Stock Exchange. Cornerstone Investors have agreed that delivery of all or any
part of the Offer Shares it will subscribe may be deferred to a date later than the Listing Date. Such
delayed delivery arrangement is in place to facilitate the over-allocation in the International Offering.
There will be no delayed delivery if there is no over-allocation in the International Offering. For details
of the Over-allotment Option and the stabilization action by the Stabilizing Manager, see “Structure of the
Global Offering –Over-allotment Option” and “Structure of the Global Offering – Stabilization” in this
prospectus.
Set out below in the aggregate number of Offer Shares, and the corresponding percentages to the
Offer Shares and our Company’s total issued share capital under the Cornerstone Placing based on the
Offer Price of HK$18.36 per Offer Share:
Name of Investor
Investment
Amount
(HK$)
Number of
Offer
Shares (3)
Immediately following the
completion of Global Offering
(assuming no exercise of the
Over-allotment Option)
Immediately following the
completion of Global Offering
(assuming full exercise of the
Over-allotment Option)
Approximate
% of the total
Offer Shares
Approximate
% of the total
Shares in issue
Approximate
% of the total
Offer Shares
Approximate
% of the total
Shares in issue
Sunwoda HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,000,000.00 (2) 2,156,800 4.04% 0.57% 3.51% 0.56%
Longwei HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,509,645.23 (1) 1,280,400 2.40% 0.34% 2.08% 0.33%
Oakwise /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,580,000.00 (1) 4,007,600 7.50% 1.06% 6.53% 1.04%
Tembusu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22%
Andrew Y Y an /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22%
RIME /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22%
Thalassa Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,300,000.00 (1) 2,685,000 5.03% 0.71% 4.37% 0.69%
Chample /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,000,000.00 (1) 1,633,800 3.06% 0.43% 2.66% 0.42%
Libra Fixed Income One SP /H1100/H110020,000,000.00 (1) 1,089,200 2.04% 0.29% 1.77% 0.28%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283,408,935.69 15,413,600 28.86% 4.07% 25.10% 3.98%
CORNERSTONE INVESTORS
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Notes:
(1) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( exclusive of the brokerage, the
SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General
Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus
for details of the investment amount.
(2) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( inclusive of the brokerage, the
SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General
Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus
for details of the investment amount.
(3) Rounded down to nearest whole board lot of 200 H Shares.
OUR CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by our
Cornerstone Investors in connection with the Cornerstone Placing.
Sunwoda HK
Sunwoda Treasury (Hong Kong) Limited (༺ৌ༟(ಥ)ʮ̡) (“Sunwoda HK”) is a limited
liability company incorporated under the laws of Hong Kong on September 17, 2024. Its principal
activities include investment and financing services, supply chain financing, and international trade
consultancy. As of the Latest Practicable Date, Sunwoda HK is wholly owned by Sunwoda Electronic Co.,
Ltd. (ʮ̡) (“Sunwoda Electronics”), a company listed on the Shenzhen Stock
Exchange (stock code: 300207) that primarily focuses on the lithium-ion battery business. Sunwoda
Electronics is a customer of our Company and an Independent Third Party.
Longwei HK
Longwei Hong Kong Company Limited (ʮ̡) (“Longwei HK”) was
incorporated under the laws of Hong Kong in 2007. Its principal activities comprise outbound investments,
and the sale, import and export of automotive parts. Longwei HK primarily focuses on investments in
target companies that hold leading positions in the automotive and auto parts industry, with a particular
focus on those possessing strong innovation capabilities and favourable market prospects. Longwei HK is
wholly owned by Shanghai Baolong Gongmao Co., Ltd. (ʮ̡), which is ultimately
controlled by Shanghai Baolong Automotive Corporation (ʮ̡) (“Baolong
Automative”) (stock code: 603197.SH), which, building on its core presence in the auto parts industry, is
strategically advancing towards automotive intelligence and lightweighting. Baolong Automative is an
existing shareholder of our Company, and its affiliate is also a major customer of our Company.
Oakwise
Oakwise Growth Fund SPC - Greater China Fund SP (“Oakwise”) is managed by Oakwise Capital
Management Limited (ʮ̡), a Hong Kong-incorporated entity licensed by the SFC to
carry on Types 1, 4 and 9 regulated activities. The ultimate beneficial owner of Oakwise Capital
Management Limited is Mr. Wang Fengyu (ڠࠬThe ultimate beneficial owner of Oakwise is Gotion
High-tech Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange. Save as
disclosed above, no other shareholder holds 30% or more of the shares in Oakwise or Oakwise Capital
Management Limited. Oakwise targets durable medium- and long-term capital appreciation via IPO-
focused investment opportunities, predominantly deploying capital in the Greater China market.
Tembusu
Tembusu Limited (“Tembusu”) is a limited liability company incorporated under the laws of the
British Virgin Islands, with a primary purpose of engaging in investments activities. Tembusu is wholly
owned and controlled by David Su Tuong Sing, an Independent Third Party and individual investor.
CORNERSTONE INVESTORS
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Andrew Y Y an
Andrew Y Y an ( ᎅ⇴) is the managing partner of SAIF Partners, a leading Asian private equity firm,
and an individual investor. Mr. Y an is an Independent Third Party.
RIME
RIME Capital Limited (ʮ̡) (“RIME”) is incorporated in Hong Kong with limited
liability and licensed by the SFC to carry on Type 1, 4, 9 regulated activities, which is ultimately owned
by Ms. Zhuo Ying ( ՙ጑), who owns 64% shares of RIME. Apart from Ms. Zhuo Ying, no other
shareholder has a 30% or more shareholding in RIME. RIME is a discretionary investment manager of
Sino Opulence Multi-V alue Strategy Fund SPC (“Sino Opulence SPC”) and Sino Opulence SPC is a
segregated portfolio company holding various portfolios. RIME has agreed to procure Sino Opulence
Multi-V alue Strategy Fund SPC-Stable Growth Fund SP (the “Sino Opulence Fund”), which is a fund
portfolio under Sino Opulence SPC to subscribe for the Offer Shares. Sino Opulence SPC is ultimately
controlled by Ms. Zhuo Ying. The sole ultimate beneficial owner of Sino Opulence Fund is Leo Group Co.,
Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002131).
There is no other ultimate beneficial owner holding 30% or more interest in Sino Opulence Fund. Each
of RIME, Ms. Zhuo Ying, Sino Opulence SPC and Sino Opulence Fund is an Independent Third Party.
Thalassa Capital
Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) (“Thalassa
Capital”) was incorporated under the laws of Cayman Islands and is ultimately wholly owned and
controlled by Mr. Ma Lin (؍and Mr. Zhu Hangjun ( ϡঘё), both of whom are Independent Third
Parties. Thalassa Capital is an investment entity primarily engaged in equity investment.
Chample
Chample International Limited (“Chample”) was incorporated under the laws of British Virgin
Islands and is an investment holding company primarily engaged in investment activities. Chample is
wholly-owned and controlled by Mr. Li Feng ( ҽቜ), an Independent Third Party.
Libra Fixed Income One SP
Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf of
Libra Fixed Income One SP (“Libra Fixed Income One SP”) is an open-ended investment company
organised as an exempted segregated portfolio company with limited liability in the Cayman Islands, and
is principally engaged in investment activities, including, but not limited to listed and unlisted stocks,
stock derivatives, initial public offerings, futures, options, forward contracts, currencies and convertible
securities. Libra Fixed Income One SP is ultimately controlled by Mr. Tjeng Ka Wing (጑), who owns
100% of its interests and an Independent Third Party.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective
Cornerstone Investment Agreement is subject to, among other things, the following closing conditions:
(1) the Underwriting Agreements for the Hong Kong Public Offering and the International Offering
being entered into and having become effective and unconditional (in accordance with their
respective original terms or as subsequently waived or varied by agreement of the parties
thereto) by no later than the time and date as specified in the Underwriting Agreements, and
neither of the Underwriting Agreements having been terminated;
CORNERSTONE INVESTORS
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(2) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and
permission to deal in, the H Shares (including the relevant Cornerstone Investor’s Shares as
well as other applicable waivers and approvals) and such approval, permission or waiver
having not been revoked prior to the commencement of dealings in the H Shares on the Stock
Exchange;
(3) the CSRC having accepted the CSRC filing and published the filing result on its official
website, and such acceptance notice and/or the published filing result not having otherwise
been rejected, withdrawn, revoked or invalidated prior to the commencement of dealings in the
H Shares on the Stock Exchange;
(4) no laws shall have been enacted or promulgated by any governmental authority which prohibits
the consummation of the transactions contemplated in the Global Offering or the Cornerstone
Investment Agreements and there shall be no orders or injunctions from a court of competent
jurisdiction in effect precluding or prohibiting consummation of such transactions; and
(5) the respective representations, warranties, undertakings, acknowledgements and confirmations
of the relevant Cornerstone Investor under the relevant Cornerstone Investment Agreement are
(as of the date of the agreement) and will be (on the Listing Date and the delayed delivery date
(if applicable)) accurate, true and complete in all respects and not misleading or deceptive and
that there is no material breach of the relevant Cornerstone Investment Agreement on the part
of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any
time during the period of six months starting from and including the Listing Date (the “Lock-up Period”),
(a) dispose of, in any way, any of the Offer Shares purchased pursuant to the relevant Cornerstone
Investment Agreement (“Relevant Shares”) or any interest in any company or entity holding any of the
Relevant Shares, (b) agree or contract to, or publicly announce any intention to enter into a transaction
with a third party for disposal of the Relevant Shares, (c) allow itself to undergo a change of control (as
defined in the Takeovers Code) at the level of its ultimate beneficial owner, or (d) enter into any
transactions directly or indirectly with the same economic effect as any aforesaid transactions, subject to
certain restrictions.
CORNERSTONE INVESTORS
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OVERVIEW
Upon the Listing, the Board will consist of nine Directors, including four executive Directors, two
non-executive Directors and three independent non-executive Directors. The Board is responsible, and has
general authority for, the management and operation of our Company. Our Directors are appointed for a
term of three years and are eligible for re-election upon expiry of their term of office. Our senior
management is responsible for the day-to-day operations of our Company. As of the Latest Practicable
Date, we do not have any supervisors.
All of the Directors and senior management have met the qualification requirements under the
relevant PRC laws and regulations and the Listing Rules for their respective positions.
DIRECTORS
The following table sets forth certain information regarding the members of our Board.
Name Age Position
Date of joining
our Group
Date of
appointment as
a Director Responsibility
Relationship
with other
Directors and
senior
management
Executive Directors
Dr. Li Mengxiong
(ҽྫྷඪ)
48 Chairman of the
Board, executive
Director and
chief executive
officer
March 2015 March 2015 Responsible for the overall
strategic planning,
business direction and
management of our Group
N/A
Mr. Zhu Shouteng
(ϡςᙜ)
43 Executive Director
and president
July 2018 June 2023 Responsible for the product
line management and the
sales and marketing
N/A
Mr. Li Shuguang
(ҽᏣΈ)
49 Executive Director
and vice
president
September 2015 September 2015 Responsible for overseeing
the product research and
development and the
quality management
systems of our Group
N/A
Ms. Xu Hongru
(ν)
46 Executive Director September 2015 June 2017 Responsible for overseeing
the research and
development of chips and
managing technical
coordination with external
fabrication partners
N/A
Non-executive Directors
Mr. Ju Hua
(ᒴዏ)
32 Non-executive
Director
August 2025 August 2025 Responsible for providing
guidance on overall
strategic planning,
corporate governance and
business direction of our
Group
N/A
Mr. Sha Chongjiu
(ɘ)
61 Non-executive
Director
October 2020 October 2020 Responsible for providing
guidance on overall
strategic planning,
corporate governance and
business direction of our
Group
N/A
DIRECTORS AND SENIOR MANAGEMENT
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Name Age Position
Date of joining
our Group
Date of
appointment as
a Director Responsibility
Relationship
with other
Directors and
senior
management
Independent non-executive Directors
Mr. Chu Xiaowen
(Ⴃወ˖)
48 Independent non-
executive
Director
August 2025 August 2025 Responsible for providing
independent advice on the
operations and
management of our Group
N/A
Mr. Jie Donghui
(ሾ)
50 Independent non-
executive
Director
August 2025 August 2025 Responsible for providing
independent advice on the
operations and
management of our Group
N/A
Ms. Cheung Suet Fong
(ٹ)
42 Independent non-
executive
Director
August 2025 August 2025 Responsible for providing
independent advice on the
operations and
management of our Group
N/A
Executive Directors
Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the
chief executive officer of our Company. Dr. Li has served as the Director and the chief executive officer
of our Company since its establishment and he was redesignated as an executive Director in August 2025,
responsible for the overall strategic planning, business direction and management of our Group. Dr. Li has
also served as a director of certain subsidiaries of our Company, including (i) the executive director of
Shanghai SENASIC Electronic Technology Co., Ltd. ( ɪऎ
ʮ̡) since February 2022,
(ii) the director of HongKong SENASIC Electronic Limited since April 2025, and (iii) the director and
general manager of Shanghai Xinruichuang Electronics Technology Co., Ltd. (ࠢ
ʮ̡), responsible for the daily operations and management.
Dr. Li has over 20 years of experience in the semiconductor industry. Prior to founding our Group
Dr. Li had worked for several reputable semiconductor companies. From January 2002 to September 2003,
Dr. Li served as an engineer in OKI Techno Center (Singapore) Pte Ltd. Subsequently, Dr. Li worked at
SEQUANS Communications, a leading semiconductor company whose shares are listed on the New Y ork
Stock Exchange (Ticker: SQNS). Dr. Li later worked at SENSA TA Technologies Group in the United
Kingdom until November 2014, a global industrial technology company experienced in mission-critical
design and innovation of sensor-rich solutions, whose shares are listed on the New Y ork Stock Exchange
(Ticker: ST), where he was responsible for design and served as a design staff at the end of his tenure.
Dr. Li obtained a bachelor’s degree in microelectronics and a master’s degree in microelectronics and
solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998 and July 2001,
respectively. He further obtained a doctoral degree in the School of Electrical and Electronic Engineering
of the University of Nottingham in December 2007.
Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company.
He joined our Company in July 2018 and was appointed as a Director in June 2023. Mr. Zhu was
redesignated as an executive Director in August 2025, responsible for the product line management and
the sales and marketing of our Group.
Mr. Zhu has substantial experience in the semiconductor industry. Prior to joining our Group, from
December 2005 to August 2006, Mr. Zhu worked at Nanjing Guoxian Electronics Co., Ltd. (ԯ਷ᜑཥ
ɿʮ̡), a company primarily engaged in the development of electronic display products. From October
2007 to July 2016, he successively served as a sales manager in Shanghai Samsung Semiconductor Co.,
Ltd. (ʮ̡), a company primarily engaged in the sales and support of semiconductor
products. From March 2017 to June 2018, he served as a sales director in Shenzhen Sinox Electronics Co.,
Ltd. (ʮ̡), a company primarily engaged in the distribution of electronic
components, where he was responsible for sales and marketing.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Zhu obtained a bachelor’s degree in electronic information engineering from Anhui University
of Technology and Science (Ҧኪ৫), the predecessor of Anhui Polytechnic University ( τᏏ
ʈ೻ɽኪ) in the PRC in July 2005.
Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company.
Mr. Li served as our deputy general manager from October 2015 to October 2024 and was appointed as
our director of quality control in October 2024. He was appointed as a Director in September 2015 and
was redesignated as an executive Director in August 2025, responsible for overseeing the product research
and development and the quality management systems of our Group.
Mr. Li has over 24 years of experience in the semiconductor and wireless communications industries.
Prior to founding our Group, he worked at Alcatel Telecom Software Development (Shanghai) Co., Ltd.
(ဧ̔तཥৃழ΁ක೯(ɪऎ)ʮ̡) from July 2001 to December 2001 and a design engineer at OKI
Techno Centre (Singapore) Pte Ltd. from February 2002 to April 2004, both companies primarily engaged
in the design and development of telecommunications software and wireless communication technologies,
where he was responsible for product design and development. From April 2004 to September 2015, he
worked at Qualcomm (Shanghai) Co., Ltd. ( ৷ஷΆุ၍ଣ(ɪऎ)ʮ̡), a company primarily engaged
in the design, development and sales of chips, where he was responsible for product design, development
and management and he served as senior staff engineer at the end of his tenure.
Mr. Li obtained a bachelor’s degree in microelectronics and further obtained a master’s degree in
microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998
and July 2001, respectively.
Mr. Li was accredited as a senior engineer (ࢪin December 2018 by the Shanghai
Municipal Human Resources and Social Security Bureau (ღ҅).
Ms. Xu Hongru (ν), aged 46, is an executive Director. Ms. Xu joined our Company in
September 2015 and has served as our director of research and development of chips since then. Ms. Xu
was appointed as a Director in June 2017. She was redesignated as an executive Director in August 2025.
Ms. Xu is responsible for overseeing the research and development of chips and managing technical
coordination with external fabrication partners. Since May 2022, Ms. Xu has also served as a supervisor
of Juxun Semiconductor Technology (Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ̡), our wholly-
owned subsidiary, responsible for supervision on its operations.
Ms. Xu has over 21 years of experience in the semiconductor industry. Prior to joining our Group,
from June 2004 to April 2006, Ms. Xu worked at Hangzhou Silan Microelectronics Co., Ltd. (ψɻᚆ
ʮ̡), a company primarily engaged in the design of IC chip and the manufacturing of
semiconductor microelectronics-related products, whose shares are listed on the Shanghai Stock Exchange
(Stock code: 600460). From April 2006 and January 2010, she worked at ISSI (Shanghai) Co., Ltd. (ڃ
ϓ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the design, manufacture and sales of
integrated circuit products, where she was responsible for digital circuit and system design of chips and
served as senior staff engineer at the end of her tenure. From January 2010 to April 2014, she was a logic
design manager in Giantec Semiconductor (ʮ̡, formerly known as Giantec
Semiconductor (Shanghai) Co., Ltd. ( ၳԕ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the
research and development, manufacture and sales of integrated circuits products, whose shares are listed
on the Shanghai Stock Exchange (Stock code: 688123). From April 2014 to September 2015, she was a
senior design engineer at UNISOC (Shanghai) Co., Ltd. (ڦ(ɪऎ)ʮ̡), where she was
responsible for research and development as well as design of chips.
Ms. Xu obtained a master’s degree in engineering from Xidian University (Ҧɽኪ)i nt h e
PRC in March 2004.
Ms. Xu was accredited as a senior engineer (ࢪin December 2018 by the Shanghai
Municipal Human Resources and Social Security Bureau (ღ҅).
Non-executive Directors
Mr. Ju Hua ( ᒴዏ), aged 32, is a non-executive Director. Mr. Ju joined our Company and was
appointed as a non-executive Director in August 2025, responsible for the strategic oversight and
corporate governance of our Group.
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Mr. Ju has over 5 years of experience in equity investment. Prior to joining our Group, from
December 2019 to October 2020, Mr. Ju was a project manager at Shanghai Chengtong Equity Investment
Fund Management Co., Ltd. (ʮ̡), a company primarily engaged in
private equity investment and fund management, where he was responsible for fundraising and investment.
Since November 2020, he served as a director at Chengtong Mixed Reform Private Fund Management Co.,
Ltd. (ʮ̡), a company primarily engaged in private equity investment and
fund management, where he is responsible for investment management.
Mr. Ju obtained a master’s degree in accounting from Temple University in the U.S. in December
2017.
Mr. Ju obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the Asset
Management Association of China (ุ՘ึ) in March 2019.
Mr. Sha Chongjiu (ɘ), aged 61, is a non-executive Director. Mr. Sha joined our Company and
was appointed as a Director in October 2020. He was redesignated as a non-executive Director in August
2025, responsible for the overall strategic planning, business direction and management of our Group.
Mr. Sha has over 26 years of experience in investment in Technology, Media, Telecom (TMT)
industry, especially in the fields of semiconductor design and key components, including but not limited
to the participation in the investment in Union Optech Co., Ltd. (ʮ̡)a sa
director from December 2014 to December 2020, whose shares are listed on the Shenzhen Stock Exchange
(Stock code: 300691), and Shanghai Fullhan Microelectronics Co., Ltd. (ʮ̡)
as a director from April 2013 to March 2019, whose shares are listed on the Shenzhen Stock Exchange
(Stock code: 300613). From April 1999 to April 2001, he worked at Legend Holdings Corporation ( ᑌซ
ʮ̡). From May 2001 to April 2002, and again from June 2002 to April 2004, he worked
at Legend Capital Limited (ʮ̡). He served as a managing director in Legend Capital Co.,
Ltd. (ʮ̡) from April 2001 to March 2019, a director in Hai Feng Investment
Holding Limited (ʮ̡), one of our Shareholders, since January 2019, and he has served as
a managing director in SL Capital (ʮ̡) since April 2019, where he was
responsible for investment management.
Mr. Sha obtained a bachelor’s degree in metallurgical machinery from Beijing Iron and Steel
Institute Branch ( ̏ԯ፻᚛ኪ৫ʱ৫, the predecessor of Shougang Institute of Technology (፻ʈኪ৫)
in the PRC in July 1987, and a master’s degree in business administration from Peking University ( ̏ԯ
ɽኪ) in the PRC in July 1998.
Mr. Sha served as a director of Beijing Aiermu Technology Co., Ltd. (ʮ̡),
which was established on February 28, 2014 engaging in cloud-based video development business and was
dissolved by striking off on March 20, 2024. Based on public search and as confirmed by Mr. Sha, it was
dissolved due to such company’s failure to conduct its annual report filing for no business activity or
ceased to have business prior to the dissolution. Mr. Sha further confirmed that, to his best knowledge, (i)
such dissolved company was solvent immediately prior to its strike off and had no outstanding claim or
liabilities arising from any material non-compliance incidents, and he has not received any notification on
annual filing requirement of such company; (ii) he has not received any notification in respect of penalty,
acting or proceeding from the competent authorities in the PRC as a result of the strike off; and (iii) he
is not aware of any actual or potential claim which has been or will be made against him as a result of
the strike off. Accordingly, to the best of knowledge, information and after due enquiry of our Directors,
there was no proceeding or finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Sha
for such dissolution. Based on the foregoing, the Directors consider that such dissolution should not
materially and negatively affect Mr. Sha’s suitability as a Director in accordance with Rules 3.08 and 3.09
of the Listing Rules.
In respect of the dissolution of Beijing Aiermu Technology Co., Ltd., based on (i) Mr. Sha’s
confirmations above; (ii) public information, inquiries with Mr. Sha and information available to Joint
Sponsors, including but not limited to background search and litigation search conducted by an
DIRECTORS AND SENIOR MANAGEMENT
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independent third party; (iii) the PRC Legal Advisor’s view that the dissolution due to such company’s
failure to commence operations after six months from its incorporation or cease operations for more than
six months after commencement of operations arbitrarily without any justification is not a type of
incidents that is considered to have an adverse effect on the suitability of a director; (iv) the Directors’
view that such dissolution should not negatively affect Mr. Sha’s suitability as a Director in accordance
with Rules 3.08 and 3.09 of the Listing Rules; and also considering (v) Mr. Sha’s experience acting as a
director in other listed companies during or after the period when Mr. Sha was a director of Beijing Aiermu
Technology Co., Ltd. as disclosed above, nothing has come to the attention of the Joint Sponsors to cause
them to reasonably doubt on Mr. Sha’s suitability to be a Director of the Company.
Independent Non-executive Directors
Dr. Chu Xiaowen ( Ⴃወ˖), aged 48, is an independent non-executive Director of our Company. Dr.
Chu joined our Company and was appointed as an independent non-executive Director in August 2025,
responsible for providing independent advice on the operations and management of our Group.
Dr. Chu has over 21 years of experience in higher education and academic research. Prior to joining
our Company, Dr. Chu held various academic positions including an assistant professor, an associate
professor, a professor, and the Associate Head of Department of Computer Science of Hong Kong Baptist
University from September 2003 to August 2021, and he has served as a professor at The Hong Kong
University of Science and Technology (Guangzhou) since September 2021, where he is responsible for
teaching and research in the field of Data Science and Analytics.
Dr. Chu obtained a bachelor’s degree in computer science and technology from Tsinghua University
(૶ശɽኪ) in the PRC in July 1999 and a doctoral degree in computer science from The Hong Kong
University of Science and Technology in Hong Kong in November 2003.
Mr. Jie Donghui (ሾ), aged 50, is an independent non-executive Director. Mr. Jie joined our
Company and was appointed as an independent non-executive Director in August 2025. Mr. Jie is
responsible for providing independent advice on the operations and management of our Group.
Mr. Jie has extensive experience in artificial intelligence industry. Prior to joining our Company,
from January 2015 to January 2019, Mr. Jie served as a vice president in Shanghai Xiangting Culture
Propagation Limited (ʮ̡), a company primarily engaged in the operation of
online audio platforms, where he was responsible for the artificial intelligence hardware. From May 2017
to December 2020, he held various positions including served as a software architect and the vice president
of smart ecosystem during his tenure in Baidu (China) Co., Ltd. (ܓ(ʕ਷)ʮ̡), where he was
responsible for application of artificial intelligence. From January 2021 to May 2025, he worked at
Shanghai Xiaodu Technology Co., Ltd. (ʮ̡), a company primarily engaged in
artificial intelligence technology, and he worked at Manpower Enterprise Management Consulting
(Shanghai) Co., Ltd. since June 2025.
Mr. Jie obtained a bachelor’s degree in microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e
PRC in July 1998.
Mr. Jie served as a director of TpTech Limited (ʮ̡) prior to its dissolution.
Based on public search and Mr. Jie’s confirmation, such company was established on July 15, 2013 and
was dissolved by striking off on March 17, 2017 due to its failure to conduct annual inspection for no
business activity or ceased to have business prior to the dissolution. Mr. Jie further confirmed that, to the
best of his knowledge, (i) such dissolved company was solvent immediately prior to its strike off and had
no outstanding claim or liabilities arising from any material non-compliance incidents, and he had not
received any notification regarding the annual inspection requirement for companies without business
activities; (ii) he has not received any notification in respect of penalty, acting or proceeding from the
competent authorities in Hong Kong as a result of the strike off; and (iii) he is not aware of any actual
or potential claim which has been or will be made against him as a result of the strike off. Accordingly,
to the best of knowledge, information and after due enquiry of our Directors, there was no proceeding or
DIRECTORS AND SENIOR MANAGEMENT
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finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Jie for such dissolution. Based
on the foregoing, the Directors consider that such dissolution should not materially and negatively affect
Mr. Jie’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules.
In respect of the dissolution of TpTech Limited, based on (i) Mr. Jie’s confirmations above; (ii)
public information, inquiries with Mr. Jie and information available to Joint Sponsors, including but not
limited to background search and litigation search conducted by an independent third party; (iii) the
Directors’ view that such dissolution should not negatively affect Mr. Jie’s suitability as a Director in
accordance with Rules 3.08 and 3.09 of the Listing Rules; and also considering (iv) such dissolution
occurred some time ago and it has no subsequent proceeding, nothing has come to the attention of the Joint
Sponsors to cause them to reasonably doubt on Mr. Jie’s suitability to be a Director of the Company.
Ms. Cheung Suet Fong (ٹ)aged 42, is an independent non-executive Director. Ms. Cheung
joined our Company and was appointed as an independent non-executive Director in August 2025,
responsible for providing independent advice on the operations and management of our Group.
Ms. Cheung has over 20 years of experience in accounting. Prior to joining our Company, Ms.
Cheung has served as an associate partner in Prime & Co. Certified Public Accountants since June 2005,
where she was responsible for consultancy, accounting, auditing and taxation-related works.
Ms. Cheung obtained a bachelor’s degree in business administration in accounting from Hong Kong
University of Science and Technology in Hong Kong in November 2005.
Ms. Cheung is a certified public accountant of Accounting and Financial Reporting Council since
January 2025.
SENIOR MANAGEMENT
Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the
chief executive officer of our Company. See “—Directors—Executive Directors” for his biographical
details.
Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company.
See “—Directors—Executive Directors” for his biographical details.
Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company.
See “—Directors—Executive Directors” for his biographical details.
Ms. Xu Y alei ( ஢ඩᑜ), aged 33, is the chief financial officer of our Company. Ms. Xu joined our
Company since March 2022. Ms. Xu was appointed as the chief financial officer of our Company in
October 2024 and was appointed as our joint company secretary in August 2025, responsible for
overseeing our Company’s overall financial management, capital market affairs, legal affairs and internal
control.
Ms. Xu has over 10 years of experience in the financial services industry and in the investment and
finance management related to the semiconductor industry. Prior to joining our Company, from April 2019
to February 2022, Ms. Xu worked as a private equity investor at SL Capital (ࠢ
ʮ̡), a semiconductor focused investment firm jointly managed by Legend Capital Co., Ltd. ( ёᑌ༟͉
ʮ̡) and SK Group.
Ms. Xu obtained a master’s degree in business administration with a concentration in finance from
China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in April 2019.
Ms. Xu obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the
Asset Management Association of China (ุ՘ึ) in January 2020.
DIRECTORS AND SENIOR MANAGEMENT
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Save as disclosed in this section, none of our Directors and senior management held directorships
in any public companies the securities of which are listed on any securities market in Hong Kong or
overseas in the three years immediately preceding the Latest Practicable Date.
As at the Latest Practicable Date, save as disclosed in this section, there were no other matters
relating to the appointment of our Directors that need to be brought to the attention of the Shareholders
and there was no other information relating to our Directors that is required to be disclosed pursuant to
Rule 13.51(2) of the Listing Rules.
Please refer to “4. Disclosure of Interests” in Appendix IV to this prospectus for the interests of our
Directors and chief executive in our Shares within the meaning of Part XV of the SFO.
JOINT COMPANY SECRETARIES
Ms. Xu Y alei ( ஢ඩᑜ) was appointed as one of our joint company secretaries since August 2025. Ms.
Xu is the chief financial officer of our Company. For details, see “—Senior Management.”
Ms. Shum Kit Han ( Ҋᆎ㛮) was appointed as one of our joint company secretaries since August
2025. She currently serves as a manager from Company Secretarial Services of Vistra Group. She is
responsible for providing company secretarial and compliances services to listed companies.
Ms. Shum has over 10 years of experience in company secretary and corporate governance field. She
obtained her master’s degree in professional accounting and corporate governance in July 2015 and her
bachelor’s degree in English for professional communication in November 2005, both from the City
University of Hong Kong. She also obtained her executive diploma in anti-money laundering and
counter-terrorist financing from the University of Hong Kong School of Professional and Continuing
Education in October 2022, and a diploma in Spanish as a foreign language in September 2023.
Ms. Shum is a fellow member of the Hong Kong Chartered Governance Institute; a Chartered
Secretary, a Chartered Governance Professional and a fellow member of The Chartered Governance
Institute in the United Kingdom, and a member of the executive committee of the Mexican Chamber of
Commerce in Hong Kong.
BOARD COMMITTEES
Our Company has established three committees under the Board, namely the Audit Committee, the
Remuneration and Appraisal Committee and the Nomination Committee.
Audit Committee
The Audit Committee consists of three Directors, namely Ms. Cheung Suet Fong, Mr. Jie Donghui
and Mr. Chu Xiaowen, with Ms. Cheung Suet Fong currently serving as the chairman. Ms. Cheung Suet
Fong has the appropriate professional qualification and experiences as required under Rules 3.10(2) and
3.21 of the Listing Rules. The Audit Committee is mainly responsible for reviewing and overseeing the
financial reporting procedure, risk management and internal control system of our Group and has the terms
of reference in compliance with the relevant PRC laws and regulations and Rule 3.21 of the Listing Rules
and paragraph D.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing
Rules.
Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee consists of three Directors, namely Mr. Jie Donghui,
Mr. Chu Xiaowen and Dr. Li, with Mr. Jie Donghui currently serving as the chairman. The Remuneration
and Appraisal Committee is mainly responsible for evaluating the remuneration policies for Directors and
senior management of our Group and making recommendations thereon to the Board and has the terms of
reference in compliance with relevant laws and regulations of the PRC and paragraph E.1 of part 2 of the
Corporate Governance Code as set out in Appendix C1 to the Listing Rules.
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Nomination Committee
The Nomination Committee consists of three Directors, namely Dr. Li, Mr. Jie Donghui and Ms.
Cheung Suet Fong, with Dr. Li currently serving as the chairlady. The Nomination Committee is mainly
responsible for identifying, screening and recommending to the Board qualified candidates to serve as the
Directors and senior management and monitoring the procedures for evaluating the performance of the
Board and has the terms of reference in compliance with the relevant laws and regulations of the PRC and
paragraph B.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules.
DIVERSITY POLICY OF THE BOARD
The Board has adopted a board diversity policy (the “Board Diversity Policy”) in order to enhance
the effectiveness of our Board and to maintain high standard of corporate governance. The Board Diversity
Policy sets out the criteria in selecting candidates to our Board, including but not limited to gender, age,
cultural and educational background, ethnicity, professional experience, skills, knowledge and length of
service. The ultimate decision will be based on merit and contribution that the selected candidates will
bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including but not limited to overall
business management, finance and accounting, robot technology and law. Our Board is of the view that
our Board satisfies the Board Diversity Policy. Two of our Directors are female. Our Board will also
ensure that appropriate balance of gender diversity is achieved with reference to investors’ expectation,
and international and local recommended best practices.
The Nomination Committee is responsible for reviewing the diversity of the Board. After Listing, the
Nomination Committee will monitor and evaluate the implementation of the Board Diversity Policy from
time to time to ensure its continued effectiveness. The Nomination Committee will also include in
successive annual reports a summary of the Board Diversity Policy, including any measurable objectives
set for implementing the Board Diversity Policy and the progress on achieving these objectives.
CORPORATE GOVERNANCE
Our Directors recognize the importance of good corporate governance in management and internal
procedures so as to achieve effective accountability. Save as disclosed below, our Group is expected to
comply with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the
Listing Rules.
Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, companies listed on
the Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the
roles of chairman and chief executive should be separate and should not be performed by the same
individual. We do not have a separate chairman and chief executive. Dr. Li currently performs these two
roles. Our Board believes that vesting the roles of both the chairman of our Board and chief executive
officer in the same person has the benefit of (1) ensuring consistent leadership within our Company, (2)
enabling more effective and efficient overall strategic planning for our Company, and (3) facilitating the
flow of information between the management and our Board. Our Board considers that the balance of
power and authority for the present arrangement will not be impaired and this structure will enable our
Company to make and implement decisions promptly and effectively. Our Board will continue to review
and consider splitting the roles of the chairman of our Board and the chief executive officer of our
Company at a time when it is appropriate by taking into account the circumstances of our Company as a
whole.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
The compensation and remuneration of the Directors and members of the senior management of our
Company are determined by the Shareholders’ meetings and the Board as appropriate in the form of
salaries and bonuses. Our Company also reimburses them for expenses which are necessary and reasonably
DIRECTORS AND SENIOR MANAGEMENT
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incurred in providing services to our Company or discharging their duties in relation to the operations of
our Company. When reviewing and determining the specific remuneration packages for our Directors and
members of the senior management of our Company, the Shareholders’ meetings and the Board take into
account factors such as salaries paid by comparable companies, time commitment, level of responsibilities,
employment elsewhere in our Group and desirability of performance-based remuneration. As required by
the relevant PRC laws and regulations, our Company also participates in various defined contribution
plans organized by relevant provincial and municipal government authorities and welfare schemes for
employees of our Company, including medical insurance, injury insurance, unemployment insurance,
pension insurance, maternity insurance and housing provident fund.
Our Company offers executive Directors and senior management members, who are our employees,
compensation in the form of salaries, bonuses, social security plans, housing provident fund plans and
other benefits. The independent non-executive Directors receive compensation based on their
responsibilities.
The aggregate amounts of remuneration of the Directors for the three years ended December 31,
2025, were RMB4.3 million, RMB4.4 million and RMB4.1 million, respectively.
The aggregate amounts of remuneration of the five highest paid individuals, excluding Directors and
chief executive, for the three years ended December 31, 2025, were RMB10.9 million, RMB9.9 million
and RMB10.0 million, respectively.
It is estimated that remuneration equivalent to approximately RMB4.7 million in aggregate in cash
will be paid to the Directors by our Company for the year ending December 31, 2026, based on the
arrangements in force as of the date of the prospectus.
No remuneration was paid by our Company to the Directors or the five highest paid individuals as
inducement to join or upon joining our Company or as a compensation for loss of office during the Track
Record Period. Furthermore, none of the Directors had waived or agreed to waive any remuneration during
the Track Record Period.
COMPLIANCE ADVISOR
Our Company appointed Maxa Capital Limited as the compliance advisor pursuant to Rules 3A.19
of the Listing Rules, and the compliance advisor will advise our Company as to compliance with the
Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing
Rules, the compliance advisor will advise our Company in the following circumstances:
(i) before the publication of any regulatory announcement, circular or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction, is contemplated,
including share issues and share repurchases;
(iii) where our Company proposes to use the proceeds of the Global Offering in a manner that is
different from that detailed in this prospectus or where our business activities, developments
or results deviate from any forecasts, estimates or other information in this prospectus; and
(iv) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in
the price or trading volume of the Shares, the possible development of a false market in the
Shares or any other matters.
Pursuant to Rule 3A.24 of the Listing Rules, the compliance advisor will, on a timely basis, inform
our Company of any amendment or supplement to the Listing Rules that are announced by the Stock
Exchange. The compliance advisor will also inform our Company of any new or amended law, regulation
or code in Hong Kong applicable to us, and advise us on the applicable requirements under the Listing
Rules and laws and regulations.
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The terms of the appointment of the compliance advisor will commence on the Listing Date and end
on the date when our Company distributes the annual report of its financial results for the first full
financial year commencing after the Listing Date.
CORE R&D TEAM MEMBERS
For further details of the experience of our core R&D team members, see “Business—Research and
Development—Our R&D Team and Core Members” in this prospectus.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that, as of the Latest Practicable Date, he or she did not have any
interest in any business which competes, or is likely to compete, directly or indirectly, with our business,
and requires disclosure under Rule 8.10 of the Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (1) has obtained the legal advice referred to under Rule
3.09D of the Listing Rules on August 29, 2025; and (2) understands his or her obligations as a director
of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (1) his/her independence as regards each
of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (2) that he/she has no past or present
financial or other interest in the business of our Company or our subsidiaries or any connection with any
core connected person of our Company under the Listing Rules as of the Latest Practicable Date; and (3)
that there are no other factors that may affect his/her independence at the time of his/her appointment.
DIRECTORS AND SENIOR MANAGEMENT
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To the best of our Directors’ knowledge and information, the following persons will, immediately
following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares,
have interests or short positions in our Shares or underlying Shares which would be required to be
disclosed to our Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO
or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share
capital carrying rights to vote in all circumstances at any general meeting of our Company:
As of the Latest Practicable Date
Immediately following the completion of the Global
Offering and the Conversion of Unlisted Shares into
H Shares (without taking into account any Shares that
may be issued upon exercise of the Over-allotment
Option and under the 2026 Pre-IPO Share Option
Scheme)
Shareholder Nature of interest
Number of
Unlisted Shares
Approximate
percentage of
shareholding in the
total issued share
capital of our Company
Number of
Shares (3)
Description
of Shares
Approximate
percentage of
shareholding in the
total issued share
capital of our Company
Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 34,130,460 10.48% 34,130,460 H Shares 9.00%
Interest in controlled
corporation (1)(4)(5)
57,301,400 17.60% 57,301,400 H Shares 15.12%
Interest held jointly
with another
person
(2)
13,586,460 4.17% 13,586,460 H Shares 3.58%
Beneficial owner (7) 13,458,647 4.13% 13,458,647 Unlisted
Shares
3.55%
Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 13,586,460 4.17% 13,586,460 H Shares 3.58%
Interest held jointly
with another
person
(2)
91,431,860 28.08% 91,431,860 H Shares 24.12%
Beneficial owner (7) 611,757 0.19% 611,757 Unlisted
Shares
0.16%
Shanghai Chuangyingrui /H1100Beneficial owner (1) 29,631,720 9.10% 29,631,720 H Shares 7.82%
Shanghai Y aojun
Management
Consulting Co., Ltd.
(ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Interest in controlled
corporation
(4)
32,462,700 9.97% 32,462,700 H Shares 8.56%
Interest in controlled
corporation (5)
24,838,700 7.63% 24,838,700 H Shares 6.55%
Shanghai Yingzhixin
Enterprise Management
Partnership Enterprise
(Limited Partnership)
(Άุ၍ଣΥ
ྫΆุ(Υྫ)) /H1100/H1100/H1100
Interest in controlled
corporation
(4)
29,631,720 9.10% 29,631,720 H Shares 7.82%
Zhu Shouteng ( ϡςᙜ) /H1100Interest in controlled
corporation (4)
29,631,720 9.10% 29,631,720 H Shares 7.82%
Beneficial owner (7) 3,262,703 1.00% 3,262,703 Unlisted
Shares
0.86%
SUBSTANTIAL SHAREHOLDERS
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As of the Latest Practicable Date
Immediately following the completion of the Global
Offering and the Conversion of Unlisted Shares into
H Shares (without taking into account any Shares that
may be issued upon exercise of the Over-allotment
Option and under the 2026 Pre-IPO Share Option
Scheme)
Shareholder Nature of interest
Number of
Unlisted Shares
Approximate
percentage of
shareholding in the
total issued share
capital of our Company
Number of
Shares (3)
Description
of Shares
Approximate
percentage of
shareholding in the
total issued share
capital of our Company
Shanghai Ruizhichuang
Enterprise Management
Partnership Enterprise
(Limited Partnership)
(ɪऎቚʘ௴Άุ၍ଣΥ
ྫΆุ(Υྫ)) /H1100/H1100/H1100
Interest in controlled
corporation
(4)
29,631,720 9.10% 29,631,720 H Shares 7.82%
Shanghai Ruixinchuang /H1100Beneficial owner (1) 24,838,700 7.63% 24,838,700 H Shares 6.55%
Shanghai Ruizhixin
Enterprise Management
Partnership Enterprise
(Limited Partnership)
(Άุ၍ଣΥ
ྫΆุ(Υྫ)) /H1100/H1100/H1100
Interest in controlled
corporation
(5)
24,838,700 7.63% 24,838,700 H Shares 6.55%
Xu Hongru (ν) /H1100/H1100/H1100Interest in controlled
corporation (5)
24,838,700 7.63% 24,838,700 H Shares 6.55%
Shanghai Ruizhiying
Enterprise Management
Partnership Enterprise
(Limited Partnership)
(Άุ၍ଣΥ
ྫΆุ(Υྫ)) /H1100/H1100/H1100
Interest in controlled
corporation
(5)
24,838,700 7.63% 24,838,700 H Shares 6.55%
Hai Feng Investment /H1100/H1100/H1100Beneficial owner (6) 20,963,160 6.44% 20,963,160 H Shares 5.53%
Mixed Reform Fund /H1100/H1100/H1100Beneficial owner (6) 19,701,600 6.05% 19,701,600 H Shares 5.20%
Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner (6) 19,547,160 6.00% 19,547,160 H Shares 5.16%
(1) As of the Latest Practicable Date, Dr. Li controls each of Shanghai Chuangyingrui, Shanghai Ruixinchuang and
Gongqingcheng SENASIC. Under the SFO, Dr. Li is deemed to be interested in the entire Shares held by each of
Shanghai Chuangyingrui, Shanghai Ruixinchuang and Gongqingcheng SENASIC.
(2) Dr. Li and Mr. Li are acting in concert. Under the SFO, each of Dr. Li and Mr. Li is deemed to be interested in the
entire interest held by each other.
(3) The number of Shares is presented based on the assumption that the Share Subdivision is completed.
(4) The general partner of Shanghai Chuangyingrui and Gongqingcheng SENASIC is Shanghai Y aojun Management
Consulting Co., Ltd., which is wholly owned by Dr. Li. Shanghai Yingzhixin Enterprise Management Partnership
Enterprise (Limited Partnership) and Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited
Partnership) holds approximately 40.88% and 32.30% limited partnerships in Shanghai Chuangyingrui, respectively.
Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai
Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 80.92% by Zhu Shouteng, one of its
limited partners. Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) is
controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 89.17% by
Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one third of
limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management Consulting
Co., Ltd., Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership), Zhu Shouteng,
Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is deemed to
be interested in the Shares held by Shanghai Chuangyingrui under the SFO.
SUBSTANTIAL SHAREHOLDERS
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(5) The general partner of Shanghai Ruixinchuang is Shanghai Y aojun Management Consulting Co., Ltd. Shanghai
Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) and Shanghai Ruizhiying Enterprise
Management Partnership Enterprise (Limited Partnership) holds 66.31% and 33.69% limited partnership of Shanghai
Ruixinchuang, respectively. Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership)
is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to 37.12% by
Xu Hongru, one of its limited partners. Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited
Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to
42.80% by Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one
third of limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management
Consulting Co., Ltd., Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership), Xu
Hongru, Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is
deemed to be interested in the Shares held by Shanghai Ruixinchuang under the SFO.
(6) See “History, Development and Corporate Structure—Pre-IPO Investments” for details of the beneficial interests of
such investor.
(7) Represents relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options
granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions)
of those options.
Save as disclosed above and in “Appendix IV—Statutory and General Information” of this
prospectus, our Directors are not aware of any person who will, immediately following the completion of
the Global Offering and the Conversion of Unlisted Shares into H Shares (and the offering of any
additional H Shares pursuant to the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme),
have an interest or short position in the Shares or underlying shares of our Company which would be
required to be disclosed to our Company and the Stock Exchange under Divisions 2 and 3 of Part XV of
the SFO or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of
share capital carrying rights to vote in all circumstances at general meetings of our Company or any other
members of our Group.
SUBSTANTIAL SHAREHOLDERS
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This section presents certain information regarding our share capital prior to and following the
completion of the Global Offering and the Conversion of Unlisted Shares into H Shares.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date and immediately prior to the Global Offering and the Conversion
of Unlisted Shares into H Shares, the registered and issued share capital of our Company was
RMB16,281,741, comprising 325,634,820 Unlisted Shares with a nominal value of RMB0.05 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into
H Shares, without taking into account any Shares that may be issued upon exercise of the Over-allotment
Option and under the 2026 Pre-IPO Share Option Scheme, the registered and issued share capital of our
Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
enlarged issued
share capital after
the Global
Offering
Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––
H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 85.91%
H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053,407,000 14.09%
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100379,041,820 100.00%
See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares
will remain as Unlisted Shares and whose Shares will be converted into H Shares upon Listing.
Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into
H Shares, assuming that the Over-allotment Option is fully exercised and without taking into account any
Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share
Option Scheme, our registered and issued share capital will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
enlarged issued
share capital after
the Global
Offering
Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––
H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 84.13%
H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,418,000 15.87%
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100387,052,820 100.00%
See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares
will remain as unlisted Shares and whose Shares will be converted into H Shares upon Listing.
OUR SHARES
Upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, the
Shares will consist of Unlisted Shares and H Shares. Unlisted Shares and H Shares are all ordinary Shares
in the share capital of our Company. Apart from certain qualified domestic institutional investors in the
SHARE CAPITAL
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PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen- Hong
Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC
laws and regulations or upon approvals of any competent authorities, H Shares generally cannot be
subscribed for by or traded between legal or natural PRC persons. Unlisted Shares can only be subscribed
for by and traded between legal or natural PRC persons, qualified foreign institutional investors and
foreign strategic investors. H Shares may only be subscribed for and traded in Hong Kong dollars. Unlisted
Shares, on the other hand, may only be subscribed for and transferred in Renminbi. Unlisted Shares and
H Shares are regarded as one class of Shares under our Articles of Association. Our Unlisted Shares are
not listed or traded on any stock exchange.
RANKING
Save as described in this prospectus, Unlisted Shares and H Shares shall rank pari passu with each
other in all other respects and, in particular, will rank equally for dividends or distributions declared, paid
or made. All dividends in respect of the H Shares are to be paid by us in Hong Kong dollars whereas all
dividends in respect of Unlisted Shares are to be paid by us in Renminbi. In addition to cash, dividends
may be distributed in the form of Shares. For holders of H Shares, dividends in the form of Shares will
be distributed in the form of additional H Shares. For holders of Unlisted Shares, dividends in the form
of Shares will be distributed in the form of additional Unlisted Shares.
CONVERSION OF UNLISTED SHARES INTO H SHARES
According to stipulations made by the State Council’s securities regulatory authority and the Articles
of Association, our Unlisted Shares may be converted into H Shares, and such converted H Shares may
be listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such
converted Shares, the requisite internal approval processes have been duly completed and the approvals
from the relevant PRC regulatory authorities, including the CSRC, and the relevant overseas stock
exchange have been obtained. In addition, such conversion, trading and listing shall in all respects comply
with the regulations prescribed by the State Council’s securities regulatory authorities and the regulations,
requirements and procedures prescribed by the relevant overseas stock exchange.
The Conversion of Unlisted Shares into H Shares will involve an aggregate of 325,634,820 Unlisted
Shares held by 47 existing Shareholders (the “Full Circulation Participating Shareholders”), representing
all the total issued Shares of our Company as of the Latest Practicable Date and approximately 85.91%
of the total enlarged issued Shares of our Company upon completion of the Conversion of Unlisted Shares
into H Shares and the Global Offering (without taking into account any Shares that may be issued upon
exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme).
If any other of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock
Exchange, such conversion, listing and trading will need the approval of the relevant PRC regulatory
authorities, including the CSRC, and the approval of the Stock Exchange. We will apply for the listing of
all or any portion of the Unlisted Shares on the Stock Exchange as H Shares to ensure that the conversion
process can be completed promptly upon notice to the Stock Exchange and delivery of Shares for entry
on the H Share register. Approval of Shareholders at a general meeting is not required for the listing and
trading of the converted Shares on an overseas stock exchange.
Listing Review and Approval by the CSRC
In accordance with the Guidelines for Applying “Full Circulation” for Domestic Unlisted Shares of
H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) and Trial Administrative
Measures and relevant five guidelines announced by the CSRC, H-share listed companies which apply for
the conversion of domestic unlisted shares into H shares for listing and circulation on the Stock Exchange
shall conform to relevant regulations promulgated by the CSRC, and authorize the company to file with
the CSRC on their behalf.
We have filed with the CSRC for, and received the filing notice from the CSRC dated January 30,
2026 in relation to the Global Offering and the conversion of 325,634,820 Unlisted Shares (taking into
account the Share Subdivision) into H Shares on a one-for-one basis upon Listing.
SHARE CAPITAL
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Listing Approval by the Stock Exchange
We have applied to the Listing Committee of the Stock Exchange for the granting of listing of, and
permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares
which may be issued pursuant to the exercise of the Over-allotment Option) and to be converted from
325,634,820 Unlisted Shares and the Shares to be issued pursuant to the exercise of options under the 2026
Pre-IPO Share Option Scheme, which is subject to the approval by the Stock Exchange.
We will perform the following procedures for the Conversion of Unlisted Shares into H Shares after
receiving the approval of the Stock Exchange: (1) giving instructions to our H Share Registrar regarding
the relevant share certificates of the converted H Shares; and (2) enabling the converted H Shares to be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS. The Full
Circulation Participating Shareholders may only deal in the H Shares upon completion of the domestic
procedures as disclosed in this section.
TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
The PRC Company Law provides that in relation to the public offering of a company, the shares
issued prior to the public offering shall not be transferred within a period of one year from the date on
which the publicly offered shares are listed on any stock exchange. Accordingly, Shares issued by our
Company prior to the Listing Date shall be subject to this statutory restriction and not be transferred within
a period of one year from the Listing Date.
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of
H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) announced by the CSRC, the
domestic shareholders of unlisted shares shall handle share transfer registration business in accordance
with the relevant business rules of CSDC. Further, H-share companies should submit the relevant status
reports to the CSRC within 15 days after the transfer registration with the CSDC of the shares involved
in the application is completed.
CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED
For details of circumstances under which our Shareholders’ general meeting is required, please see
“Appendix III—Shareholders and Shareholders’ Meetings—General Rules for Shareholders’ Meetings” in
this prospectus.
SHARE CAPITAL
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You should read the following discussion and analysis in conjunction with our audited
consolidated financial statements, including the notes thereto included in the Accountants’ Report
set out in Appendix I to this prospectus. You should read the entire Accountants’ Report in Appendix
I to this prospectus and not rely merely on the information contained in this section. The
Accountants’ Report has been prepared in accordance with the HKFRS Accounting Standards, which
may differ in material aspects from generally accepted accounting principles in other jurisdictions.
Our historical results do not necessarily indicate results expected for any future periods. The
following discussion and analysis contain forward-looking statements that reflect our current views
with respect to future events and financial performance that involve risks and uncertainties. These
statements are based on our assumptions and analysis in light of our experience and perception of
historical trends, current conditions and expected future developments, as well as other factors we
believe are appropriate under the circumstances. However , whether actual outcomes and
developments will meet our expectations and predictions depends on a number of risks and
uncertainties. In evaluating our business, you should carefully consider the information provided in
the sections headed “Forward-looking Statements” and “Risk Factors” in this prospectus.
OVERVIEW
We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor
chips. We are the third largest automotive wireless sensor SoC company globally and the largest
automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S
report. We offer a comprehensive portfolio of sensor SoC products for a broad array of sensing settings,
primarily including: (1) intelligent tire sensing SoCs; (2) BMS SoCs; (3) USI SoCs; and (4) others, such
as USS SoCs. As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs
reached 241.9 million units.
Our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million in 2023, 2024 and
2025, respectively. We recorded gross profit RMB37.1 million, RMB70.6 million and RMB133.6 million
in 2023, 2024 and 2025, respectively, and loss for the year of RMB355.8 million, RMB351.3 million and
RMB330.6 million in the same periods, respectively. We recorded adjusted loss for the year (non-HKFRS
measure) of RMB187.5 million, RMB97.2 million and RMB31.9 million in the same periods, respectively.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations are influenced by general factors that shape the markets that we operate in,
as well as such factors that similarly affect other industry players. For instance, our results of operations
are affected by the growing adoption of NEVs globally in recent years, in particular that in China, the
related development of safety and other standards and the changes in vehicle design. Specifically, we have
benefited from the rapid development of the wireless sensor SoC market, as evidenced by the rapid sales
growth of our intelligent tire sensing SoCs during the Track Record Period. According to the F&S report,
it is expected that the global market size of automotive wireless sensor SoCs in terms of revenue will
increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR of 55.3%. We expect to
continue to leverage from the market tailwinds of the wireless sensor SoC industry to drive our sales and
revenue growth in the future. In particular, we expect that our wBMS product will be one of our next
growth engines. According to the F&S report, the market for wBMS SoC is projected for long-term
growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a
CAGR of 457.5%.
As a sensor SoC provider, we offer our products to downstream sectors (e.g., automotive OEMs and
Tier 1 suppliers, and energy storage enterprises), which will then integrate and deploy our products in their
end products or operations (e.g., vehicles and energy storage systems). Due to the nature of such product
applications, our results of operations are much influenced by demand-side evolvements of our
downstream sectors. We have a proven track record in serving the automotive-grade sector, which has
FINANCIAL INFORMATION
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witnessed significant market growth and, in the meantime, undergone fundamental developments in terms
of technological advancements and the establishment and elevation of industry standards, such as the
formulation of various safety and performance standards of relevant parts and components for EVs.
Guided by our “Product-market Fit” principle and innovation-led value proposition, we have been able to
capitalize on the significant business opportunities in the automotive sector by precisely and timely
matching our capabilities with high-growth application scenarios, such as in intelligent tire sensing and
BMS. As a result, our rapid expansion during the Track Record Period was also partly propelled by the
strong demand-side growth and heightened industry requirements over the same period. Going forward,
we expect that similar downstream evolvements will have continual impacts on our performance, and we
intend to reinforce our product and technology advantages and address downstream demands that enable
us to capture favorable market trends and compete effectively.
In addition to these general factors, our results of operations are also affected by the following
company-specific factors.
Our Ability to Develop Competitive Products and Address Downstream Demands
The competitiveness of our sensor SoC products, in particular our wireless sensor SoC products, is
the pillar of our business strengths and key to our financial performance. Since our inception, we have
invested significant resources in and curated a strong product portfolio winning high market recognition,
which has contributed significantly to our revenue growth. We are the third largest automotive wireless
sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms
of revenue in 2025, according to the F&S report. During the Track Record Period, our total revenue
increased from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9
million for 2025. Such growth was underpinned by the competitiveness of the relevant products, including
their technological and functional advantages and the close fit of such products with imminent market
needs.
To achieve further growth, we must ensure the market position of our existing products and innovate
new products to tap in the underserved or unserved business opportunities. The competitiveness of our
sensor SoCs depends on a variety of internal and external factors. As the sensor SoC sector, in particular
wireless sensor SoC segment, is characterized by high technical requirements, continual technology
advancements, frequent product innovations and elevating industry standards, the competitiveness of our
sensor SoCs is highly dependent on our ability to constantly align ourselves with these goals in a manner
that outperforms our peers. This in turn mandates us, among others, to reinforce our technology advantage
and strengthen our R&D capabilities. Specifically, as our products are deployed by our customers in their
end products or operations, our ability to understand, address and even predict their needs, keep up with
industry trends and standards and develop products tailored to such needs and trends effectively is crucial
to the value of our products to customers. Moreover, due to the nature of the applications of our products,
the competitiveness of our products also depends on the degree of cost-savings and engineering efficiency,
satisfaction of compliance requirements and other practical benefits that our products can bring to our
customers. In addition, the competitiveness of our products remains to be affected by the general industry
landscape, including the products and solutions offered by other domestic and international players and the
relative benefits and costs of our products versus theirs.
Going forward, we expect that the robustness of our existing product portfolio, such as our TPMS
SoCs and BMS SoCs, will continue to empower our near-term growth. Moreover, as we have set our
foothold in wBMS SoCs under our technology roadmap and been establishing our early-mover advantages
in this high-potential market segment, we also expect to drive our mid- and long-term growth with our
wBMS SoCs. In addition, while we expect to broaden and deepen the applications of our products in the
automotive-grade sector, thereby enhancing the efficiency of our monetization efforts, we also intend to
extend our product portfolio to suitable adjacent fields, such as energy storage and industrial electronics
sectors, to diversify our revenue streams and growth engines.
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Our Technological Advantages and R&D Capabilities
We have built our accomplishments to date upon our technological advantages, which supports the
competitiveness of our products and empowers efficient product innovations and development. Since our
inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and
wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade
capabilities and engineering capabilities, which together form our technology foundation. We believe that
these technological advantages will continue to underpin our commercial success.
Our R&D capabilities are the cornerstone of our technology advantage, enabling our product
development, upgrades and extension. We have steadily invested substantial resources in our R&D efforts
since our inception. We expect to continue to invest substantial resources in our R&D efforts, including
harnessing our R&D team with relevant knowledge, expertise and acumen, and engaging in R&D activities
for product development, upgrades and extension and technology enhancements. As a result, our research
and development costs may fluctuate along with, among others, development progress of our new products
and the recruitment, retention and incentivization of our R&D personnel. To the extent that we increase
our investments in R&D personnel and activities, our research and development costs may increase in
absolute amount and/or as a percentage of our total revenue and operating expenses. In addition, our R&D
activities come with uncertainties in the process and outcome, and we may not predict the results of and
return on such investment, which may in turn affect our results of operations.
Effectiveness, Stability and Resilience of Our Supply Chain
Our supply chain capabilities are crucial to our ability to constantly deliver high-quality products
that satisfy customer requirements, as well as our ability to achieve cost management and improve
profitability. Under our fabless model, we focus on the R&D and design of SoCs while outsourcing wafer
fabrication, chip packaging and testing to third parties. We have established long collaborations with a
number of leading foundries and packaging and testing service providers with rich experience in
automotive-grade products, to ensure the integrity and stability of our supply chain, which are pivotal to
our proven record of mass production and successful delivery. Our ability to maintain stable and virtuous
business relationship with these suppliers, collaborate with them in a cohesive and efficient manner and
secure their capacity on favorable or reasonable commercial terms that meet our requirements is essential
to our fulfillment capabilities.
Similar to other fabless players in the semiconductor industry, our cost of sales, gross profit and
results of operations are structurally affected by global and local supply chain status of the semiconductor
sector, the availability, abundance and timeliness of raw materials and our suppliers’ manufacturing
capacity. These factors will affect our cost level, in particular our materials costs which have a vital impact
on our profitability, and we may adjust our stock preparation and procurement strategies from time to time
in light of these evolving supply chain conditions, which may affect our margin. Our cost of sales
amounted to RMB186.3 million, RMB276.9 million and RMB344.3 million for 2023, 2024 and 2025,
respectively, representing 83.4%, 79.7% and 72.0% of our total revenue for the same periods, respectively.
Our cost of sales primarily consisted of materials costs and processing costs. Our materials costs amounted
to RMB118.4 million, RMB154.7 million and RMB204.7 million for 2023, 2024 and 2025, respectively,
representing 63.6%, 55.9% and 59.4% of our total cost of sales for the same periods, respectively.
Specifically, we incurred heightened cost of sale in 2023 as we consumed the relevant inventories that we
had procured in advance in light of the cyclical impact of the semiconductor sector supply chain, which
had lowered our profit margin in 2023. For details, see “—Period to Period Comparison of Results of
Operations.” We expect that our results of operations will continue to be affected by changes in the supply
chain, as well as our strategies in response to these supply chain fluctuations.
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Our Ability to Achieve Operating Efficiency
As we expanded our scale of operations, our ability to achieve operating efficiency has become more
important to our results of operations. Specifically, our results of operations are also affected by our
operating expenses, including our selling and marketing costs and administrative expenses. While we
recorded greater selling and marketing costs and administrative expenses during the Track Record Period,
in line with our expanded scale of operations, we were able to maintain these expenses at reasonable levels
compared with our growth. Our selling and marketing costs amounted to RMB11.5 million, RMB15.8
million and RMB19.7 million for 2023, 2024 and 2025, respectively, representing 5.1%, 4.5% and 4.1%
of our total revenue for the same periods, respectively. Our administrative expenses amounted to RMB41.0
million, RMB45.0 million and RMB65.4 million for 2023, 2024 and 2025, respectively, representing
18.3%, 12.9% and 13.7% of our total revenue for the same periods, respectively. Going forward, we may
continue to incur increasing operation expenses due to increased employee headcount and greater
operating expenditure to meet the increasing needs of our business operations. Our profitability will also
depend on, among others, our ability to enhance operating efficiency, attain economies of scale and
achieve operating leverage to keep these costs at levels commensurate with our business growth.
BASIS OF PREPARATION
The historical financial information has been prepared in accordance with all applicable HKFRS
Accounting Standards, which collective term includes all applicable individual HKFRS Accounting
Standards, Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of
Certified Public Accountants (the “HKICPA”).
The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose
of preparing this historical financial information, we have adopted all applicable new and revised HKFRS
Accounting Standards to the Track Record Period, except for any new standards or interpretations that are
not yet effective for the Track Record Period. The revised and new accounting standards and
interpretations issued but not yet effective for the Track Record Period are set out in Note 32 to the
Accountants’ Report in Appendix I to this prospectus.
MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
We have identified certain accounting policies that are significant to the preparation of our
consolidated financial statements. Some of our accounting policies require us to apply estimates and
assumptions as well as complex judgments related to accounting items. The estimates and assumptions we
use and the judgments we make in applying our accounting policies have a significant impact on our
financial position and operational results. Results may differ from these estimates under different
assumptions and conditions.
Our management continually evaluates such estimates, assumptions and judgments based on
historical experience and other assumptions which our management believes to be reasonable under the
circumstances.
We set forth below accounting policies that we believe involve the most significant estimates,
assumptions and judgments used in the preparation of our financial statements. Our material accounting
policy information, as well as our key source of estimation uncertainties, which is important for
understanding our financial condition and results of operations, set forth in Notes 2 and 3 to the
Accountants’ Report in Appendix I to this prospectus.
Revenue from Contracts with Customers
We principally generate revenue from sales of high-performance automotive-grade chips and power
ICs products. We are the principal for our revenue transactions and recognize revenue on a gross basis.
In determine whether we act as principal or as an agent, we consider whether we obtain control of the
products before they are transferred to the customers. Control refers to our ability to direct the use of and
obtain substantially all of the remaining benefits from the products.
FINANCIAL INFORMATION
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Revenue from sales of our products is recognized when the customer takes possession of and accepts
the products.
Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or
any trade discounts.
Inventories
Inventories are carried at the lower of cost and net realizable value.
Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs
of conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
Goodwill
Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses
and is tested annually for impairment.
Impairment of goodwill
We determine whether goodwill acquired through business combinations is impaired at least on an
annual basis. This requires an estimation of the value in use of the cash-generating units to which the
goodwill is allocated. An impairment loss is recognized in profit or loss if the carrying amount of the
goodwill, or the cash-generating units to which it belongs, exceeds their recoverable amount.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment
losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they
are accounted for as separate items (major components).
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or
loss.
Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment
less their estimated residual values, if any, using the straight-line method over their estimated useful lives,
and is generally recognized in profit or loss.
The estimated useful lives for the current and comparative periods are as follows:
Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 years
V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 years
Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shorter of useful lives or lease term
Depreciation methods, useful lives and residual values are reviewed at each reporting date and
adjusted if appropriate.
FINANCIAL INFORMATION
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Construction in progress represents property, plant and equipment under construction and equipment
pending installation, and is stated at cost less impairment losses. Capitalization of construction in progress
costs ceases and the construction in progress is transferred to property, plant and equipment when
substantially all of the activities necessary to prepare the assets for their intended use are completed.
No depreciation is provided in respect of construction in progress until it is substantially completed
and ready for its intended use.
Impairment Assessment for Non-financial Assets
At each reporting date of the Track Record Period, our Directors had performed the necessary
assessment in accordance with IAS 36, based on the assessment made by us:
 the long-term non-financial assets (e.g. property, plant and equipment, right-of-use assets, and
intangible assets) of a cash-generating unit (“CGU”) related to sales of automotive chips; and
 the goodwill and intangible assets identified through business acquisition, together with other
long-term non-financial assets of the other CGU related to sales of consumer electronics chips.
Assessment of impairment on CGU of automotive electronics sector
The automotive electronics sector is in loss-making position during the Track Record Period. During
the respective ramp-up periods along with the rapid development of the automotive electronics industry,
we need to invest a significant amount of technical and management personnel expenses as well as R&D
materials with only a limited amount of revenue and relatively low gross profit margin achieved in their
early stage of market or clients’ expansion. Throughout the Track Record Period and in the near future,
we expect that, with our business expansion in automotive electronics market and the enhanced net profit
generation capacity, we will further achieve a substantial increase in revenue and gross profit, thus
achieving breakeven of net profit in the near future and subsequently realize profitability. In view of the
above, we have concluded that no indication of impairment is identified either at the level of an individual
asset or the CGU that would trigger an impairment testing during the Track Record Period.
Assessment of impairment on CGU of consumer electronics sector
Despite that the actual financial performance of consumer electronic sector did not meet the forecast
made at the time of acquisition, it was still in a continuous profit-making position during the Track Record
Period. In view of this, we have concluded that no indication of impairment is identified on the
non-financial assets. As of December 31, 2025, the non-financial assets of consumer electronics sector
mainly consisted of machinery equipment and right-of-use assets with carrying amount of RMB0.4
million.
Financial Instruments Issued to Investors
We recognize as a financial liability our obligation to purchase our own equity instruments for cash
or another financial asset. The financial liability is measured at the highest present value of the settlement
amounts that can arise. Any changes in the carrying amount of the financial liability arising from the
remeasurement of the redemption amount is recognized in profit or loss. We derecognize the financial
liability when, and only when, our obligation is discharged, canceled or has expired.
FINANCIAL INFORMATION
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RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated statements of profit or loss and other
comprehensive income items for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Revenue Amount
%o f
Revenue Amount
%o f
Revenue
(RMB in thousands, except for percentages)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0
Other net income/(losses) /H1100/H1100/H1100(1,376) (0.6) (1,805) (0.5) 5,478 1.1
Selling and marketing costs /H1100/H1100(11,455) (5.1) (15,794) (4.5) (19,656) (4.1)
Administrative expenses /H1100/H1100/H1100/H1100(40,951) (18.3) (44,984) (12.9) (65,353) (13.7)
Research and development
costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (42.9) (107,901) (31.0) (101,531) (21.2)
Impairment losses on
goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) (34.1) – – – –
Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9)
Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (1.0) (298) (0.1) (802) (0.2)
Changes in the carrying
amount of liabilities
recognized for financial
instruments issued to
investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(164,506) (73.6) (251,161) (72.3) (282,288) (59.1)
Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2)
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – –
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2)
Non-HKFRS Measure
To supplement our consolidated financial statements which are presented in accordance with the
HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional
financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting
Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance
from period to period and company to company by eliminating potential impacts of certain items. We
believe that such measure provides useful information to investors and others in understanding and
evaluating our consolidated results of operations in the same manner as they help our management.
However, our presentation of adjusted loss for the year (non-HKFRS measure) may not be comparable to
similarly titled measures presented by other companies. The use of such non-HKFRS measure has
limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for
analysis of, our results of operations or financial condition as reported under HKFRS Accounting
Standards.
We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing
expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to
investors and equity-settled share-based payment expenses. Listing expenses were incurred with the
Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising
from the share incentives that we grant to employees. Changes in the carrying amount of liabilities
recognized for financial instruments issued to investors represent changes in the carrying amount of our
Shares with preferential rights, which are measured at the higher amount expected to be paid to the
investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end
of each reporting period. We do not expect to record any further changes in the carrying amount of such
FINANCIAL INFORMATION
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Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets
out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in
accordance with the HKFRS Accounting Standards.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564)
Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224
Add: changes in the carrying amount of
liabilities recognized for financial instruments
issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288
Add: equity-settled share-based payment
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176
Adjusted loss for the year (non-HKFRS
measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(187,476) (97,200) (31,876)
KEY COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
Revenue
During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire
sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025,
our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began
to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a
breakdown of our revenue by product type and further by customer type for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Intelligent tire sensing
SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0
(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs.
FINANCIAL INFORMATION
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Cost of Sales
In 2023, 2024 and 2025, our cost of sales was RMB186.3 million, RMB276.9 million and RMB344.3
million, respectively, representing 83.4%, 79.7% and 72.0% of our revenue for the same periods,
respectively. Our cost of sales primarily consists of (1) materials costs, mainly including costs of wafers,
sensors and electronic components; and (2) processing costs, mainly including costs of packaging and
testing services. The following table sets forth a breakdown of our cost of sales by nature for the periods
indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Materials costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118,448 63.6 154,673 55.9 204,660 59.4
Processing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063,264 34.0 119,047 43.0 134,003 38.9
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,625 2.4 3,216 1.1 5,610 1.6
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100186,337 100.0 276,936 100.0 344,273 100.0
(1) Others primarily include depreciation and amortization expenses.
Gross Profit and Gross Profit Margin
In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6
million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The
following table sets forth a breakdown of our gross profit and gross profit margin by product type and
further by customer type for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Gross
profit/
(loss)
Gross
profit/
(loss)
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(RMB) (%) (RMB) (%) (RMB) (%)
(RMB in thousands, except for percentages)
Intelligent tire sensing
SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0
BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8
– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4
– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0
FINANCIAL INFORMATION
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Other Net Income or Losses
We recorded other net income of RMB5.5 million in 2025. We recorded other net losses of RMB1.4
million and RMB1.8 million in 2023 and 2024, respectively. Our other net income or losses primarily
consist of (1) government grants, mainly including subsidies received from the government for the
encouragement of research and development projects; (2) net realized and unrealized gain or losses on
financial assets measured at FVPL, mainly representing (i) fair value gains of our wealth management
products; and (ii) fair value changes of our investment in the equity interests a semiconductor company;
(3) interest income on deposits; and (4) net foreign exchange gain or loss mainly related to U.S. dollars.
The following table sets forth a breakdown of our other net income or losses for the periods indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815
Net realized and unrealized gain/(losses) on
financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586
Net loss on disposal of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6) (183) –
Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621
Net foreign exchange gain/(loss), net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151)
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,376) (1,805) 5,478
Selling and Marketing Costs
In 2023, 2024 and 2025, our selling and marketing costs were RMB11.5 million, RMB15.8 million
and RMB19.7 million, respectively, representing 5.1%, 4.5% and 4.1% of our revenue for the same
periods, respectively. Our selling and marketing costs primarily consist of (1) employee benefit expenses,
mainly representing salaries, wages and bonuses and share-based compensation for our sales personnel;
(2) advertising and promotion service expenses; and (3) traveling and business development expenses. The
following table sets forth a breakdown of our selling and marketing costs for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Employee benefit expenses /H1100/H11008,662 75.6 11,156 70.6 12,807 65.2
Advertising and promotion
service expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100766 6.7 2,682 17.0 5,363 27.3
Traveling and business
development expenses /H1100/H1100/H1100/H11001,086 9.5 1,248 7.9 844 4.3
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100941 8.2 708 4.5 642 3.3
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,455 100.0 15,794 100.0 19,656 100.0
(1) Primarily included rental fees and transportation expenses, as well as other miscellaneous selling and marketing costs.
FINANCIAL INFORMATION
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Administrative Expenses
In 2023, 2024 and 2025, our administrative expenses were RMB41.0 million, RMB45.0 million and
RMB65.4 million, respectively, representing 18.3%, 12.9%, and 13.7% of our revenue for the same
periods, respectively. Our administrative expenses primarily consist of (1) employee benefit expenses,
mainly representing salaries, wages and bonuses and share-based compensation for our administrative
personnel; (2) depreciation and amortization expenses; (3) professional service fees, which mainly
represented legal fees, audit fees and valuation service fees; and (4) administrative activity expenses. The
following table sets forth a breakdown of our administrative expenses for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Employee benefit expenses /H1100/H110030,852 75.3 31,178 69.3 38,037 58.2
Depreciation and amortization
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,732 11.6 5,234 11.6 5,439 8.3
Professional service fees /H1100/H1100/H1100/H11001,496 3.7 3,326 7.4 1,820 2.8
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 14,224 21.8
Administrative activity
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,661 4.0 2,048 4.6 2,168 3.3
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,210 5.4 3,198 7.1 3,665 5.6
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,951 100.0 44,984 100.0 65,353 100.0
(1) Primarily included utilities, offices and property management expenses, as well as other miscellaneous administrative
expenses.
Research and Development Costs
In 2023, 2024 and 2025, our research and development costs were RMB95.9 million, RMB107.9
million and RMB101.5 million, respectively, representing 42.9%, 31.0% and 21.2% of our revenue for the
same periods, respectively. Our research and development costs primarily consist of (1) employee benefit
expenses mainly representing salaries, wages and bonuses and share-based compensation for our research
and development personnel; (2) materials, testing and verification expenses, mainly including outsourced
service fees, materials and testing fees and processing fees; and (3) depreciation and amortization
expenses. The following table sets forth a breakdown of our research and development costs for the
periods indicated.
Y ear ended December 31,
2023 2024 2025
Amount
%o f
Total Amount
%o f
Total Amount
%o f
Total
(RMB in thousands, except for percentages)
Employee benefit expenses /H1100/H110074,127 77.3 71,770 66.5 67,744 66.7
Materials, testing and
verification expenses /H1100/H1100/H1100/H1100/H110014,065 14.7 28,829 26.7 28,190 27.8
Depreciation and
amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,160 4.3 5,296 4.9 4,651 4.6
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,539 3.7 2,006 1.9 946 0.9
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 100.0 107,901 100.0 101,531 100.0
(1) Primarily included traveling expenses, as well as other miscellaneous research and development costs.
FINANCIAL INFORMATION
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Impairment Losses on Goodwill
Our impairment losses on goodwill primarily arose from our acquisition of Gainsil. Through a series
of transactions from March 2022 to October 2022, we acquired all of the equity interests in Gainsil, and
we obtained control of Gainsil and began to consolidate their results of operations from May 2022. In
2023, Gainsil’s revenue amounted to RMB56.3 million, with a gross profit margin of 46.2% and a net
profit of RMB8.4 million. Our management’s forecast assumption of the future consumer electronics
industry development at the time of acquisition in 2022 was consistent with the market expectations at the
relevant time. However, our goodwill was fully impaired during 2023, mainly because after pandemic, the
slower economic recovery than expected led to a decrease in consumer purchasing power, which had
negative impact to the end-user demand, leading to significant discrepancies between key assumptions and
the actual. The amount of goodwill recognized with the initial acquisition of Gainsil was RMB76.1
million, which represented the difference between the net identifiable assets attributable to our Group of
RMB42.1 million and the cash consideration of RMB118.2 million. We recorded impairment losses on
goodwill of RMB76.1 million in 2023, which represented an impairment in full of the goodwill arising
from the acquisition of Gainsil, due to the business and financial performance of Gainsil.
Impairment tests for cash-generating units containing goodwill
Our management performed an impairment assessment, assisted by an external valuer, to determine
the recoverable amount of CGU on goodwill as of December 31, 2023. Based on the management’s
assessment result, we recognized an impairment loss of goodwill of RMB76.1 million for 2023.
The recoverable amount of the CGU is determined based on value-in-use calculations. These
calculations use cash flow projections based on financial budgets approved by management covering a
five-year period. The discount rate used is pre-tax and reflects specific risks relating to the relevant
industry, the CGU itself and macro-environment.
The key inputs and assumptions used in the impairment tests are as follows:
As of
December 31,
2023
Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6%
Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2%
Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4%
Other Finance Costs
Our other finance costs primarily consist of interest on loans and borrowings and lease liabilities. In
2023, 2024 and 2025, our other finance costs were RMB2.2 million, RMB0.3 million and RMB0.8 million,
respectively.
Changes in the Carrying Amount of Liabilities Recognized for Financial Instruments Issued to
Investors
We had changes in the carrying amount of liabilities recognized for financial instruments issued to
investors of RMB164.5 million, RMB251.2 million and RMB282.3 million in 2023, 2024 and 2025,
respectively. Such item mainly represented the fair value changes of the financial instruments issued to
investors. See Note 26 of the Accountants’ Report in Appendix I to this prospectus.
Income Tax Expense
We recorded income tax expense of RMB0.4 million, nil and nil in 2023, 2024 and 2025,
respectively.
During the Track Record Period and up to the Latest Practicable Date, we had paid all relevant taxes
when due and there were no matters in dispute or unresolved with the relevant tax authorities.
FINANCIAL INFORMATION
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The following description sets forth a summary of our major income tax exposures.
Pursuant to the EIT Law, our Company and our subsidiaries established and operated in the PRC are
liable for EIT at a rate of 25% unless otherwise specified.
According to the EIT Law and its relevant regulations, entities that qualified as HNTEs are entitled
to a preferential income tax rate of 15%. Our Company obtained the certificate of HNTE in 2020 and
renewed in 2023 and was subject to income tax rate at 15% in the Track Record Period. Shanghai
SENASIC obtained the certificate of HNTE in November 2023 and was subject to income tax rate at 15%
from January 1, 2023 to December 31, 2025. Gainsil obtained the certificate of HNTE in 2018 and
renewed in 2021 and 2024 and was subject to income tax rate at 15% during the Track Record Period.
Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for
qualified research and development costs in the Track Record Period.
For details, see Note 7 to the Accountants’ Report in Appendix I to this prospectus.
PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS
Y ear ended December 31, 2025 Compared to Y ear ended December 31, 2024
Revenue
Our revenue increased by 37.5% from RMB347.5 million in 2024 to RMB477.9 million in 2025,
primarily due to the increases in revenue from intelligent tire sensing SoCs, BMS SoCs and USI SoCs.
 Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased by
39.6% from RMB208.6 million in 2024 to RMB291.2 million in 2025, primarily due to the
increase in the sales volume of our intelligent tire sensing SoCs driven by the enhanced market
recognition and customer demand of our products, in particular the demand from certain major
customers such as Customer B (for details, see “Business—Customers”). The sales volume of
our intelligent tire sensing SoCs increased from 32.4 million units for 2024 to 44.7 million
units for 2025.
 BMS SoCs . Our revenue from BMS SoCs increased by 56.7% from RMB42.7 million in 2024
to RMB66.9 million in 2025, primarily due to the increase in the sales volume of our BMS
SoCs driven by the enhanced market recognition and customer demand of our products, in
particular the demand from certain major customers. The sales volume of our BMS SoCs
increased from 2.4 million units for 2024 to 3.8 million units for 2025. We began to generate
revenue in connection with our wBMS SoCs in the first half of 2025.
 USI SoCs . Our revenue from USI SoCs increased by 28.6% from RMB89.1 million in 2024 to
RMB114.6 million in 2025, as we received large orders for our USI SoCs from certain existing
customers. The sales volume of our USI SoCs increased from 265.7 million units for 2024 to
323.6 million units for 2025.
Cost of sales
Our cost of sales increased by 24.3% from RMB276.9 million in 2024 to RMB344.3 million in 2025,
primarily due to (1) the increase in materials costs from RMB154.7 million for 2024 to RMB204.7 million
for 2025; and (2) the increase in processing costs from RMB119.0 million for 2024 to RMB134.0 million
for 2025, generally in line with our sales growth over the same period.
FINANCIAL INFORMATION
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Gross profit and gross profit margin
As a result of the foregoing, our gross profit increased by 89.2% from RMB70.6 million in 2024 to
RMB133.6 million in 2025, generally in line with our overall increase in revenue, along with an increase
in our gross profit margin from 20.3% in 2024 to 28.0% in 2025, driven by the enhanced gross profit
margin of our intelligent tire sensing SoCs and USI SoCs for the reasons discussed below.
 Intelligent tire sensing SoCs . The gross profit of our intelligent tire sensing SoCs increased
significantly from RMB23.3 million in 2024 to RMB59.0 million in the same period of 2025,
due to the joint impact of (1) the increase in revenue for the reasons discussed above; and (2)
the increase in gross profit margin of our intelligent tire sensing SoCs from 11.2% in 2024 to
20.3% in 2025, as we generally consumed the remaining high-cost wafers procured historically
in 2024, and we also improved our cost management in 2025 through negotiation of more
favorable pricing terms with our suppliers (for details, see “—Period to Period Comparison of
Results of Operations—Y ear ended December 31, 2024 Compared to Y ear ended December 31,
2023”).
 BMS SoCs . The gross profit of our BMS SoCs increased by 48.3% from RMB16.0 million in
2024 to RMB23.8 million in 2025, primarily due to the increase in revenue for the reasons
discussed above. The gross profit margin of our BMS SoCs decreased from 37.5% in 2024 to
35.5% in 2025, as we provided discount to secure certain large orders from two major
customers. Such discount is based on our assessment of the customer’s industry position, the
degree of competition for obtaining such customer’s orders and their actual order status at the
relevant time. We may grant discounts to major customers ranging from approximately 3% to
5% in a typical year.
 USI SoCs . The gross profit of our USI SoCs increased from by 72.1% from RMB29.1 million
in 2024 to RMB50.1 million in 2025, due to the joint impact of (1) the increase in revenue for
the reasons discussed above; and (2) the increase in gross profit margin of our USI SoCs from
32.7% in 2024 to 43.8% in 2025, as we consumed in 2024 the remaining wafers procured
earlier at relatively higher prices, whereby our cost for wafers generally halved over the same
periods.
Other net income or losses
We recorded other net loss of RMB1.8 million in 2024 and other net income of RMB5.5 million in
2025, primarily due to (1) the increase in government grants, as we recognized other income associated
with government grants for our R&D achievements in the semiconductors; (2) the change in net realized
and unrealized gain/(losses) on financial assets measured at FVPL from a loss of RMB3.9 million in 2024
to a gain of RMB2.6 million in 2025, as we recognized fair value loss for our investment in a
semiconductor company in 2024, and we did not recognize similar loss in 2025.
Selling and marketing costs
Our selling and marketing costs increased by 24.5% from RMB15.8 million in 2024 to RMB19.7
million in 2025, primarily due to the increase in advertising and promotion service fees in line with our
sales efforts to certain customers.
Administrative expenses
Our administrative expenses increased by 45.3% from RMB45.0 million in 2024 to RMB65.4 million
in 2025, primarily due to the increase in listing expenses of RMB14.2 million in 2025 in connection with
the Global Offering and Listing.
Research and development costs
Our research and development costs decreased by 5.9% from RMB107.9 million in 2024 to
RMB101.5 million in 2025, primarily due to the decrease in our employee benefit expenses as we
optimized our R&D team structure in late 2024.
FINANCIAL INFORMATION
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Changes in the carrying amount of liabilities recognized for financial instruments issued to investors
The changes in the carrying amount of liabilities recognized for financial instruments issued to
investors increased from RMB251.2 million in 2024 to RMB282.3 million in 2025, primarily due to the
fluctuations of our valuation increases over the same periods.
Loss for the year
As a result of the foregoing, our loss for the year decreased by 5.9% from RMB351.3 million for
2024 to RMB330.6 million in 2025.
Y ear ended December 31, 2024 Compared to Y ear ended December 31, 2023
Revenue
Our revenue increased by 55.5% from RMB223.5 million in 2023 to RMB347.5 million in 2024,
primarily due to the increase in revenue from intelligence tire sensing SoCs.
 Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased
significantly from RMB86.2 million in 2023 to RMB208.6 million in 2024, primarily due to
increase in sales volume driven by the enhanced market recognition and customer demand of
our products, in particular the demand from certain major customers such as Customer B and
Customer C (for details, see “Business—Customers”). The sales volume of our intelligent tire
sensing SoCs increased from 12.4 million units for 2023 to 32.4 million units for 2024.
 BMS SoCs . Our revenue from BMS SoCs decreased by 8.9% from RMB46.9 million in 2023
to RMB42.7 million in 2024, as we provided discount to secure certain large orders from one
major customer. We granted a higher level of discount over these periods compared with typical
discounts, based on our judgment of market conditions (i.e., the competition status of similar
products at the customer end and potential competition in the future) and customer transaction
volume with us (i.e., existing transaction volume with such customers in the relevant period,
and potential transaction volume with such customers in the future, such as new or incremental
procurement from us).
 USI SoCs . Our revenue from USI SoCs remained relatively stable at RMB85.6 million and
RMB89.1 million in 2023 and 2024, respectively.
Cost of sales
Our cost of sales increased by 48.6% from RMB186.3 million in 2023 to RMB276.9 million in 2024,
primarily due to (1) the increase in materials costs from RMB118.4 million for 2023 to RMB154.7 million
for 2024; and (2) the increase in processing costs from RMB63.3 million for 2023 to RMB119.0 million
for 2024, which was generally in line with our sales growth over the same periods.
Gross profit and gross profit margin
As a result of the foregoing, our gross profit increased by 90.1% from RMB37.1 million in 2023 to
RMB70.6 million in 2024. Our gross profit margin increased from 16.6% in 2023 to 20.3% in 2024,
primarily due to the improvements of the gross profit margin of intelligent tire sensing SoCs and USI
SoCs, for the reasons discussed below.
 Intelligent tire sensing SoCs . We recorded a gross profit of RMB23.3 million for our
intelligent tire sensing product in 2024, compared with a gross loss of RMB8.3 million for the
same in 2023. The gross loss position was primarily due to the higher materials costs in
connection with the consumption of wafers in 2023, which we purchased historically at
relatively higher prices due to the cyclical impact of the semiconductor supply chain. To
FINANCIAL INFORMATION
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illustrate, the price of 8-inch wafers in China rose significantly from approximately RMB2.9
thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, and then
decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per
wafer in 2024. In anticipation of the industry upcycle in 2021, we increased our wafer stock
to ensure stable production and timely delivery to customers amid global supply constraints. As
a result, we consumed wafers purchased at relatively higher prices in 2023, which contributed
to higher material costs and gross loss for our intelligent tire sensing SoCs. For details, see
“Business—Suppliers—Major Suppliers.” As a result of the foregoing improvement from gross
loss to gross profit, we recorded an enhanced gross profit margin of 11.2% of intelligent tire
sensing SoCs for 2024, compared with a gross loss margin of 9.6% for 2023.
 BMS SoCs . The gross profit of our BMS SoCs decreased by 19.9% from RMB20.0 million in
2023 to RMB16.0 million in 2024, and the gross profit margin of our BMS SoCs decreased
from 42.6% in 2023 to 37.5% in 2024, primarily due to the adjustment of our pricing for the
reasons discussed above.
 USI SoCs . The gross profit of our USI SoCs increased by 20.6% from RMB24.2 million in
2023 to RMB29.1 million in 2024, along with the increased gross profit margin of our USI
SoCs from 28.2% to 32.7% over the same periods, primarily due to the higher materials costs
in connection with the consumption of wafers in 2023 for the reasons discussed above.
Selling and marketing costs
Our selling and marketing costs increased by 37.9% from RMB11.5 million in 2023 to RMB15.8
million in 2024, primarily due to (1) an increase in employee benefit expenses, mainly due to the increase
in headcount and compensation level of our sales and marketing personnel; and (2) an increase in
advertising and promotion service fees in line with the sales efforts to certain customers.
Administrative expenses
Our administrative expenses increased by 9.8% from RMB41.0 million in 2023 to RMB45.0 million
in 2024, primarily due to an increase in professional service fees in 2024, as we incurred relevant audit,
legal and valuation service fees for our conversion from a limited liability company into a joint stock
limited liability company in 2024.
Research and development costs
Our research and development costs increased by 12.5% from RMB95.9 million in 2023 to
RMB107.9 million in 2024, primarily due to the increase in materials, testing and verification expenses,
driven by the needs of our R&D activities and projects.
Impairment losses on goodwill
We incurred impairment losses on goodwill of RMB76.1 million in 2023, in connection with the
goodwill impairment of Gainsil. We did not incur impairment losses on goodwill in 2024.
Other finance costs
Our other finance costs decreased from RMB2.2 million in 2023 to RMB0.3 million in 2024,
primarily due to a decrease in interest on loans and borrowing, mainly resulting from our repayment of
certain loans and borrowing over the course of 2023.
Changes in the carrying amount of liabilities recognized for financial instruments issued to investors
Our changes in the carrying amount of liabilities recognized for financial instruments issued to
investors increased by 52.7% from RMB164.5 million in 2023 to RMB251.2 million in 2024, primarily
due to the fluctuations of our valuation increases over the same periods.
FINANCIAL INFORMATION
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Income tax expense
Our income tax expense decreased from RMB0.4 million in 2023 to nil in 2024, primarily due to the
decrease in taxable income of relevant subsidiary.
Loss for the year
As a result of the foregoing, our loss for the year was RMB355.8 million and RMB351.3 million in
2023 and 2024, respectively.
DISCUSSION OF CERTAIN BALANCE SHEET ITEMS
The following table sets forth a summary of our consolidated statements of financial position as of
the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421
Right-of-use asset /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519 3,609 7,072
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,508 2,900 4,427
Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – –
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,829 1,608 1,713
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744
Non-current liabilities
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255
Financial instruments issued to investors /H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756
Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012)
Capital and reserves
Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – –
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 16,282
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(855,456) (1,175,766) (1,503,481)
Total equity attributable to equity shareholders
of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187
Total deficit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012)
FINANCIAL INFORMATION
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The following table sets forth our current assets and current liabilities as of the dates indicated.
As of December 31, As of
April 30,
20262023 2024 2025
(RMB in thousands)
(Unaudited)
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 312,546
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348 140,787
Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048 174,317
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 3,184
Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 7,372
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347 209,150
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 847,356
Current liabilities
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060 56,174
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 296,798
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 550,558
Our net current assets increased from RMB502.1 million as of December 31, 2023 to RMB554.1
million as of December 31, 2024, primarily due to (1) the increase in our financial assets at FVPL; and
(2) the increase in our pledged bank deposits, partially offset by the increases in our loans and borrowings
and trade and other payables. Our net current assets then decreased to RMB544.1 million as of December
31, 2025, primarily due to the increase in the current portion of loans and borrowings. Our net current
assets further increased to RMB550.6 million as of April 30, 2026, primarily due to the increases in
inventories and financial assets at FVPL and the decrease in trade and other payables, partially offset by
an increase in loans and borrowings.
Property, Plant and Equipment
Our property, plant and equipment consist primarily of (1) equipment and machinery; (2) office
equipment and furniture; (3) vehicles; (4) construction in progress; and (5) leasehold improvements. The
following table sets forth the carrying amount of our property, plant and equipment as of the dates
indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 15,122 15,341
Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100678 1,427 1,381
V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100520 242 51
Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,092 – –
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,217 1,866 2,648
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421
Our property, plant and equipment increased from RMB17.0 million as of December 31, 2023 to
RMB18.7 million as of December 31, 2024, primarily due to (1) an addition to construction in progress
of RMB6.2 million representing our procurement of certain equipment and machinery that had yet been
put into use; and (2) an addition to equipment and machinery of RMB1.2 million, partially offset by
disposal of equipment ad machinery of RMB4.2 million and depreciation. In addition, certain construction
in progress of RMB7.3 million was transferred into equipment and machinery and office equipment and
furniture in 2023. Our property, plant and equipment remained relatively stable at RMB19.4 million as of
December 31, 2025.
FINANCIAL INFORMATION
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Right-of-use Assets
Our right-of-use assets consist primarily of leased offices. Our right-of-use assets decreased from
RMB7.5 million as of December 31, 2023 to RMB3.6 million as of December 31, 2024, primarily due to
the amortization of our right-of-use assets. Our right-of-use assets increased to RMB7.1 million as of
December 31, 2025, primarily due to the addition to our leased offices to meet our business needs.
Intangible Assets
Our intangible assets consist primarily of trademark and software. Our intangible assets decreased
from RMB4.5 million as of December 31, 2023 to RMB2.9 million as of December 31, 2024, primarily
due to amortization. Our intangible assets then increased to RMB4.4 million as of December 31, 2025,
primarily due to additional software procurement, partially offset by amortization.
Financial Assets at FVPL
Our financial assets at FVPL primarily consisted of our investments in wealth management products
and, to a much lesser extent, in unlisted equity securities representing our investment in a semiconductor
company. The fair values of wealth management products have been estimated using a discounted cash
flow valuation model based on assumptions that are not supported by observable market prices or rates.
The valuation requires the Directors of our Company to make estimates about the expected future cash
flows including expected future interest return on maturity of the wealth management products. See Note
19 of the Accountants’ Report in Appendix I to this prospectus.
Our financial assets at FVPL increased from RMB243.3 million as of December 31, 2023 to
RMB274.7 million as of December 31, 2024, primarily due to the increase in our purchase of wealth
management products, partially offset by the decrease in the unlisted equity securities, mainly as a result
of the decrease in the fair value of our investment in a semiconductor company due to its financial
performance. Our financial assets at FVPL decreased from RMB274.7 million as of December 31, 2024
to RMB50.0 million as of December 31, 2025, representing the fluctuations of the balance of underlying
wealth management products due to redemptions and new purchases.
Our investment policies
We have established fund management regulations (֛to improve the efficiency of our
fund utilization, systematize our fund management and enhance the risk control of our funds. Our fund
management regulations provide for the procedures and policies for purchasing wealth management and
similar products. Transactions involving the purchase of such products exceeding RMB10 million shall be
reported to our general manager for approval prior to execution. We shall obtain quotations from at least
three banks and select product with high overall returns and low risks in principle. The risk profile of the
product shall not exceed our standard, and any purchase exceeding such standard shall be submitted to our
general manager for approval.
Our investment in such wealth management products and structured deposits after the Listing will
be subject to compliance with Chapter 14 of the Listing Rules.
FINANCIAL INFORMATION
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Inventories
Our inventories consist primarily of (1) raw materials, which mainly consisted of wafers; (2)
semi-finished products and WIP; and (3) finished goods. The following table sets forth the details of our
inventories as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424
Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924
Our inventories increased from RMB128.2 million as of December 31, 2023 to RMB156.7 million
as of December 31, 2024, and further to RMB234.9 million as of December 31, 2025, in line with the
expanded scale of our business operations and sales.
The following table sets forth an aging analysis of our inventories as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,854 146,734 226,465
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,379 8,645 7,423
Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,271 1,036
Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924
The following table sets forth our inventory turnover days for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293 188 208
(1) The inventory turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of
inventories in that period by cost of sales for the corresponding period and then multiplying by the number of days
in that period (i.e., 365 days for a given year).
Our inventory turnover days decreased from 293 days in 2023 to 188 days in 2024, primarily due to
our sales growth and enhanced supply management, which accelerated the turnover of inventories. Our
inventory turnover days increased slightly to 208 days in 2025, primarily due to the higher inventory
balance as of December 31, 2025 as we stocked up relevant inventories in light of the increase in demand
of our products and projected sales. For details of our inventory management measures, see “—Liquidity
and Capital Resources—Cash Flows.”
We assess the net realizable value (“NRV”) of the inventories as well as the required amount of
writedown of inventories at the end of each reporting period in accordance with IAS 2. As of December
31, 2023, 2024 and 2025, we recorded provision for impairment of inventories of RMB2.6 million and
RMB5.8 million and RMB9.5 million, respectively. NRV is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated costs necessary to make the
sale. These estimates are based on current market condition, contract price of products and the historical
experience of distributing and selling products of similar nature. The writedown of inventories is
calculated based on the NRV of the inventories, which is affected by multiple factors, including but not
FINANCIAL INFORMATION
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limited to the aging of inventories, the status of inventories (damaged or obsolete) and the estimated
demand of the respective product, etc. In particular, the NRV of the inventories decreases along with the
aging of inventories and the change in market demand of particular product. Having considered (1) current
market condition, contract price of products, the aging of inventories, the status of inventories (damaged
or obsolete) and the estimated demand of the respective product, etc.; (2) the strategy of pre-emptively
increasing inventory level to ensure sufficient supply to meet the growing downstream demands for the
years to come; (3) the subsequent utilization of inventories is consistent with our normal business
practices, and (4) the continuous efforts in product and supply chain management, we are of the view that
sufficient impairment provision for inventories has been made during the Track Record Period and there
is no material risk that the existing inventories cannot be recovered.
We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory
turnover days in each period plus the trade receivable turnover days in the respective period minus the
trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024
and 2025, respectively, which was largely driven by our inventory turnover days for the same periods. See
also “Risk Factors—Risks Related to Our Business and Industry—We are subject to risks related to a
relatively long cash conversion cycle.”
As of April 30, 2026, RMB221.9 million, or 94.5%, of our inventories as of December 31, 2025 had
been subsequently consumed or sold.
Trade and Other Receivables
Our trade and other receivables mainly represented (1) trade and bill receivables from our customers;
(2) prepayments for purchases of inventories and provision of services; (3) V A T recoverable; and (4)
capitalization of listing expenses. The following table sets forth the details of our trade and other
receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120
Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892
Capitalization of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811
Other receivables and deposits, net of loss
allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348
Our trade and other receivables decreased from RMB126.7 million as of December 31, 2023 to
RMB107.3 million as of December 31, 2024, primarily due to (1) a decrease in prepayments, mainly
resulting from our improved management of prepayments; and (2) a decrease in bill receivables due to
settlement, partially offset by (1) an increase in trade receivables (net of loss allowance), which was
generally in line with our increase in revenue over the same periods. Our trade and other receivables
increased from RMB107.3 million as of December 31, 2024 to RMB196.3 million as of December 31,
2025, primarily due to (1) the increase in trade receivables (net of loss allowance) and bill receivables
driven by our sales growth, as well as the timing of certain receivables from major customers due around
year end; and (2) the capitalization of listing expenses in connection with the preparation for the Global
Offering and Listing.
FINANCIAL INFORMATION
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The credit period with our customers for sales on credit is generally 30 to 90 days. The following
table sets forth our trade receivables turnover days for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Trade receivables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074 77 92
(1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance
of trade receivables in that period by revenue for the corresponding period and then multiplying by the number of days
in that period (i.e., 365 days for a given year).
Our trade receivables turnover days remained relatively stable at 74 days and 77 days in 2023 and
2024. Our trade receivables turnover days increased to 92 days in 2025, primarily due to the higher trade
receivables balance as of December 31, 2025 as discussed above.
As of December 31, 2023, 2024 and 2025, we recorded loss allowance for trade receivables of
RMB0.7 million, RMB0.8 million and RMB1.6 million, respectively. Trade receivables are written off
when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, among others, the failure of a debtor to engage in a repayment plan with us and
indicators of severe financial difficulty. We have performed impairment analysis on trade receivables to
measure the expected credit losses, and we believe that they have made sufficient impairment allowance
on trade receivables during the Track Record Period. For details on impairment provisions for trade
receivables, see Note 29(a) to the Accountant’s Report set out in Appendix I to this Prospectus. Having
considered that (1) the net trade receivables balances were mainly due from major customers with ongoing
business relationships with us and good credit, (2) there were no material ongoing disputes with such
customers, (3) these customers had been making continuous subsequent repayment to us and their
historical repayment patterns were generally consistent during the Track Record Period, (4) the subsequent
settlement rate is consistent with our credit term with major customers, and (5) we have continuously
carried out stringent credit management policy and increased effort in trade receivables collection, we are
of the view that we have made sufficient and appropriate provision against trade receivable balances as
at each reporting period end date based on their expected credit loss in accordance with accounting policy
set out in Note 2(i) to the Accountant’s Report in Appendix I to this prospectus.
The following table sets forth an aging analysis of our trade receivables (net of loss allowance) based
on invoice date and net of loss allowance as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120
One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120
As of April 30, 2026, RMB133.2 million, or 83.2%, of our trade receivables as of December 31, 2025
had been settled.
Pledged Bank Deposits
Our pledged bank deposits during the Track Record Period were primarily related to deposits for bills
or guarantees. Our pledged bank deposits increased significantly from RMB3.2 million as of December 31,
2023 to RMB35.1 million as of December 31, 2024, and decreased to RMB22.0 million as of December
31, 2025, primarily due to the fluctuations of guarantee deposits to suppliers for our procurement.
FINANCIAL INFORMATION
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Financial Instruments Issued to Investors
We had financial instruments issued to investors of RMB1,379.8 million, RMB1,736.0 million and
RMB2,048.3 million as of December 31, 2023, 2024 and 2025, respectively. During the Track Record
Period, we issued financial instruments to investors in which certain investors were granted the right to
require our Company to redeem their paid-in capital for cash upon specified events. We recognized our
obligation to pay cash to those investors with redemption right as financial liabilities, because not all
triggering events in the relevant agreements are within our control. See Note 26 of the Accountants’ Report
in Appendix I to this prospectus. As of December 31, 2023, 2024 and 2025, we recognized our financial
instruments issued to investors as non-current liabilities, as the investors were granted the right to require
the Company to redeem their shares if a qualified IPO does not occur before December 31, 2027, which
is later than one year after each of the above-mentioned balance sheet dates (i.e., non-current).
Our financial instruments issued to investors increased from RMB1,379.8 million as of December
31, 2023 to RMB1,736.0 million as of December 31, 2024, due to the joint impacts of (1) the issuance of
new instruments to investors; and (2) the increase in the fair value of such instruments. Our financial
instruments issued to investors then increased to RMB2,048.3 million as of December 31, 2025, primarily
due to the increase in the fair value of such instruments.
Trade and Other Payables
Our trade and other payables primarily represented (1) trade and bill payables; (2) accrued payroll,
primarily representing salaries and bonuses payable to employees; (3) tax payables; (4) contract liabilities;
and (5) proceeds received in advance from the issue of financial instruments to investors, representing the
financing proceeds from our investors as of the relevant dates which had not been converted into our
shares. The following table sets forth the details of our trade and other payables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228
Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – –
Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535
Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447
Proceeds received in advance from the issue of
financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 –
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060
Our trade and other payable increased from RMB86.8 million as of December 31, 2023 to RMB96.3
million, primarily due to the increase in proceeds received in advance from the issue of financial
instruments to investors of RMB30.0 million. Our trade and other payable decreased from RMB96.3
million as of December 31, 2024 to RMB79.1 million as of December 31, 2025, primarily due to the
decrease in proceeds received in advance from the issue of financial instruments to investors.
Our suppliers typically grant us credit periods for purchase on credit of 30 to 90 days. The following
table sets forth our trade payables turnover days for the periods indicated.
Y ear ended December 31,
2023 2024 2025
Trade payables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053 48 40
(1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of
trade payables in that period by cost of sales for the corresponding period and then multiplying by the number of days
in that period (i.e., 365 days for a given year).
FINANCIAL INFORMATION
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The following table sets forth an aging analysis of our trade payables based on invoice dates as of
the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92–
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9–
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228
As of April 30, 2026, RMB37.7 million, or 96.1%, of our trade payables as of December 31, 2025
had been settled, and RMB2.8 million, or 77.1%, of our contract liabilities as of December 31, 2025 had
been recognized as revenue.
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash are to fund our procurement of raw materials, R&D activities and other
operational needs. During the Track Record Period, we financed our capital expenditures and working
capital requirements principally with funds from equity financing, cash generated from our operations and
borrowings. After the Global Offering, we believe that our liquidity requirements will continue to be
satisfied with a combination of these sources and net proceeds from the Global Offering. As of December
31, 2023, 2024 and 2025, and April 30, 2026, we had cash and cash equivalents of RMB98.8 million,
RMB89.1 million, RMB201.3 million and RMB209.2 million, respectively. As of the same dates, we had
current portion of financial assets at FVPL (representing wealth management products) of RMB233.3
million, RMB274.7 million, RMB50.0 million and RMB174.3 million, respectively. As of the same dates,
we also had time deposits of RMB3.0 million, RMB3.1 million, RMB3.2 million and RMB3.2 million,
respectively. As of April 30, 2026, our committed but unutilized banking facilities were RMB614.0
million. We do not anticipate any changes to the availability of financing to fund our operations in the
future. Taking into account the financial resources available to us, including our cash and cash equivalents,
future cash flow from operating activities, current portion of financial assets at FVPL representing wealth
management products, available bank facilities and the estimated net proceeds from the Global Offering,
our Directors are of the view that we have sufficient working capital to meet our present requirements and
for the next 12 months from the date of this prospectus.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Operating loss before changes in working
capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(90,592) (76,641) (30,452)
Working capital changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,242 (60,481) (143,185)
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637)
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – –
Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637)
Net cash (used in)/generated from investing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775
Net cash generated from financing activities /H1100297,431 171,244 69,121
Cash and cash equivalents at the beginning of
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088
Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347
FINANCIAL INFORMATION
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We expect that our measures to improve profitability will enhance our operating cash flow condition
over time. For details, see “Business—Path to Profitability.” In addition, we intend to improve our
operating cash flow status through the following measures: (1)(i) optimizing our collection terms by
negotiating with customers for shorter credit periods and more favorable payment conditions; (ii)
implementing stringent credit assessments by establishing a customer credit evaluation system to engage
only with customers of sound credit standing; and (iii) enhancing the collection of outstanding receivables
by formulating collection procedures, regularly monitoring long-aged receivables, and taking legal actions
where necessary, (2)(i) optimizing our trade payable management by negotiating with suppliers for
extended payment terms or more favorable payment arrangements; (ii) establishing stable relationships
with high-quality suppliers to secure more competitive procurement prices and payment terms; and (iii)
strictly implementing payment approval procedures to ensure accuracy and timeliness of payments and
avoid unnecessary fund outflows, and (3)(i) strengthening our inventory management by maintaining
appropriate inventory levels to reduce inventory backlog and capital occupation; (ii) adopting a lean
production model to avoid excessive production; and (iii) enhancing inventory turnover analysis by
conducting regular evaluations and promptly addressing slow-moving inventories. Specifically, we expect
to enhance our inventory management through the following measures: (1) further implement our
“manufacture to stock” mode to adjust our manufacturing schedule considering our sales forecasts,
inventory balance and safety stock requirement; (2) dynamically adjust our safety stock level; (3) enhance
our communication mechanism with customers to minimize the effect of seasonal fluctuations on the
demand side on our inventory level; and (4) timely identify and manage any obsolete stock, including
appropriate disposal of relevant stock.
Net cash used in operating activities
Net cash used in operating activities was RMB173.6 million in 2025, primarily due to our loss before
taxation of RMB330.6 million, as adjusted by (1) certain non-cash and non-operating items, primarily
including finance costs of RMB283.1 million, depreciation of property, plant and equipment of RMB6.6
million, depreciation of right-of-use assets of RMB4.7 million, write-down of inventories of RMB3.7
million and net realized and unrealized gain on financial assets at FVPL of RMB2.6 million, and (2)
changes in working capital that negatively affected our cash flows, primarily including an increase in trade
and other receivables of RMB86.3 million and an increase in inventories of RMB81.9 million; partially
offset by changes in working capital that positively affected our cash flows, primarily including a decrease
in pledged bank deposit of RMB13.1 million and an increase in trade and other payables of RMB12.3
million.
Net cash used in operating activities was RMB137.1 million in 2024, primarily due to our loss before
taxation of RMB351.3 million, as adjusted by (1) certain non-cash and non-operating items, primarily
including finance costs of RMB251.5 million, depreciation of property, plant and equipment of RMB6.5
million, depreciation of right-of-use assets of RMB4.4 million, net realized and unrealized gain on
financial assets at FVPL of RMB3.9 million and write-down of inventories of RMB3.3 million, and (2)
that changes in working capital that negatively affected our cash flows, primarily including (i) an increase
in pledged bank deposits of RMB31.9 million; (ii) an increase in inventories of RMB31.7 million; and (iii)
a decrease in trade and other payables of RMB20.5 million; partially offset by positively affected by
changes in working capital that positively affected our cash flows, primarily including a decrease in trade
and other receivables of RMB19.3 million.
Net cash used in operating activities was RMB61.2 million in 2023, primarily due to our loss before
taxation of RMB355.4 million, as adjusted by (1) certain non-cash and non-operating items, primarily
including finance costs of RMB166.7 million, impairment losses of goodwill of RMB76.1 million, net
realized and unrealized gain on financial assets at FVPL of RMB8.4 million, depreciation of property,
plant and equipment of RMB4.9 million, depreciation of right-of-use assets of RMB4.3 million and
equity-settled share-based transactions of RMB3.8 million, and (2) changes in working capital that
negatively affected our cash flows, primarily including an increase in trade and other receivables of
RMB47.9 million; partially offset by changes in working capital that positively affected our cash flows,
primarily including (i) a decrease in inventories of RMB46.2 million; and (ii) an increase in trade and
other payables of RMB31.0 million.
FINANCIAL INFORMATION
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Net cash (used in)/generated from investing activities
Net cash flows generated from investing activities was RMB216.8 million in 2025, primarily due to
proceeds from disposal of financial assets measured at FVPL of RMB856.9 million, partially offset by
payments for acquisition financial assets measured at FVPL of RMB629.7 million.
Net cash flows used in investing activities was RMB43.8 million in 2024, primarily due to payments
for acquisition of financial assets measured at FVPL of RMB889.0 million, partially offset by proceeds
from disposal financial assets measured at FVPL of RMB853.7 million.
Net cash flows used in investing activities was RMB261.0 million in 2023, primarily due to
payments for acquisition of financial assets measured at FVPL of RMB332.0 million, partially offset by
proceeds from disposal financial assets measured at FVPL of RMB80.3 million.
Net cash generated from financing activities
Net cash generated from financing activities was RMB69.1 million in 2025, primarily due to
proceeds from loans and borrowings of RMB80.7 million, partially offset by repayment of loans and
borrowings of RMB12.3 million.
Net cash flows generated from financing activities was RMB171.2 million in 2024, primarily due to
(1) proceeds from the issue of financial instruments to investors of RMB105.0 million; (2) proceeds
received in advance from the issue of the same of RMB30.0 million; (3) capital injection from equity
shareholder of RMB29.0 million; and (4) proceeds from loans and borrowings of RMB12.0 million,
partially offset by capital element of lease rentals paid of RMB4.6 million.
Net cash flows generated from financing activities was RMB297.4 million in 2023, primarily due to
proceeds from the issue of financial instruments to investors of RMB407.9 million, partially offset by
repayment of loans and borrowings of RMB111.0 million.
INDEBTEDNESS
Our indebtedness during the Track Record Period primarily consisted of loans and borrowings and
lease liabilities. The following table sets forth a breakdown of our indebtedness as of the dates indicated.
As of December 31, As of
April 30,
20262023 2024 2025
(RMB in thousands)
(Unaudited)
Current
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600
Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 15,496 84,669 240,624
Non-current
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184
Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184
Total indebtedness /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,729 15,705 87,898 242,808
Loans and Borrowings
We had loans and borrowings of nil, RMB12.1 million, RMB81.1 million and RMB237.0 million as
of December 31, 2023, 2024, 2025 and April 30, 2026, respectively. The effective interest rate of our loans
and borrowings ranged was at 2.50% as of December 31, 2024 and ranged between 1.55% to 2.11% as of
December 31, 2025, respectively.
FINANCIAL INFORMATION
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Our bank loans contain standard terms, conditions and covenants that are customary for commercial
bank loans in China. Our Directors confirmed that we did not experience any difficulty in obtaining bank
loans or other borrowings, default in payment of bank loans or other borrowings or breach of covenants
during the Track Record Period and up to the Latest Practicable Date.
Lease Liabilities
We had lease liabilities of RMB7.7 million, RMB3.6 million, RMB6.8 million and RMB5.8 million
as of December 31, 2023, 2024 and 2025, and April 30, 2026, respectively. Our lease liabilities were
primarily related to our office and warehouse leases.
Indebtedness Statement
Save as disclosed above, as of December 31, 2023, 2024 and 2025, and April 30, 2026, we had nil
bank loans or other borrowings, or any other loan capital issued and outstanding or agreed to be issued,
bank overdrafts, borrowings or similar indebtedness, liabilities under acceptance (other than normal trade
bills) or acceptance credits, debentures, mortgages, charges, hire purchases, guarantees or other material
contingent liabilities.
Since April 30, 2026 and up to the Latest Practicable Date, there had not been any material change
in our indebtedness.
CONTINGENT LIABILITIES
As of December 31, 2023, 2024 and 2025, we did not have any material contingent liability,
guarantee or any litigation or claim of material importance, pending or threatened against us or any
member of our Group that is likely to have a material and adverse effect on our business, financial
condition and result of operations.
CAPITAL EXPENDITURES AND COMMITMENTS
Capital Expenditures
Our capital expenditures during the Track Record Period primarily consisted of expenditures on
purchase of property, plant and equipment and purchase of intangible asset. The following table sets forth
our capital expenditure for the periods indicated.
Y ear ended December 31,
2023 2024 2025
(RMB in thousands)
Payments for the purchase of property, plant and
equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,254 8,541 10,545
We expect to incur additional capital expenditure in 2026, primarily for the purchase of property,
plant and equipment and intangible assets. We plan to fund such planned capital expenditures through our
existing cash and cash generated from our operating activities. After the Listing, we expect to finance our
capital expenditure through a combination of existing cash, cash flows generated from our operating
activities, bank borrowings and net proceeds from the Global Offering. See “Future Plans and Use of
Proceeds” for the portion of capital expenditures to be funded by the proceeds from the Global Offering.
We may adjust our capital expenditures for any given period according to our development plans or in light
of market conditions, regulatory environment and other factors we believe to be appropriate.
Capital Commitments
We did not have any material capital commitments as of December 31, 2023, 2024 and 2025,
respectively.
FINANCIAL INFORMATION
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OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet transaction.
LISTING EXPENSES
We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the
Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or
loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total
of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global
Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer
Price of HK$18.36, and assuming that the Over-allotment Option is not exercised), including (1)
underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC transaction levy
for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2) non-underwriting
related expenses of approximately RMB33.3 million (HK$38.3 million), which consist of (i) fees and
expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0 million), and (ii)
other fees and expenses of approximately RMB15.1 million (HK$17.3 million). Approximately RMB29.0
million (HK$33.3 million) is expected to be charged to our consolidated statements of profit or loss and
other comprehensive income, and approximately RMB35.3 million (HK$40.6 million) is expected to be
deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date
and for reference only. The actual amount may differ from this estimate.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time during our ordinary course of
business and on terms comparable to the terms of transactions with other entities that are not related
parties. Our related party transactions during the Track Record Period primarily included certain loans
from Dr. Li and Mr. Li. See “—Indebtedness—Loans and Borrowings” and Note 23 of the Accountants’
Report in Appendix I to this prospectus for details. Our Directors are of the view that our related party
transactions during the Track Record Period were conducted in the ordinary course of business at arm’s
length with reference to normal commercial terms, and would not distort our track record results or make
our historical results not reflective of our future performance.
KEY FINANCIAL RATIOS
As of/for the year ended December 31,
2023 2024 2025
Profitability:
Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0%
Liquidity:
Current ratio
(1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3
Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9
(1) The calculation of current ratio is based on current assets divided by current liabilities as of period end.
(2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end.
Analysis of Key Financial Ratios
Gross profit margin
See “—Period to Period Comparison of Results of Operations” for a discussion of the factors
affecting our gross profit margin during the Track Record Period.
Current ratio and quick ratio
Our current ratio and quick ratio decreased from 6.5 and 5.1 as of December 31, 2023, respectively,
to 6.0 and 4.6 as of December 31, 2024, respectively, primarily due to (1) the increase in loans and
FINANCIAL INFORMATION
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borrowings; and (2) the increase in trade and other payables. Our current ratio and quick ratio decreased
to 4.3 and 2.9 as of December 31, 2025, primarily due to the increase in the current portion of our loans
and borrowings.
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of our
business.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in a financial loss to us. Our credit risk is primarily attributable to trade and other receivables. Our
exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits
with more than three months to maturity is limited because the counterparties are state-owned banks or
reputable commercial banks for which we consider to have low credit risk. For details of our credit risk
exposure, including ECLs for trade receivables, see Note 29(a) to the Accountants’ Report in Appendix I
to this prospectus.
Liquidity Risk
Our policy is to regularly monitor liquidity requirements, and to ensure that we maintain sufficient
reserves of cash and adequate committed lines of funding from major financial institutions to meet our
liquidity requirements in the short and longer term. For details of our remaining contractual maturities at
the end of each reporting period of our financial liabilities, see Note 29(b) to the Accountants’ Report in
Appendix I to this prospectus.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Our interest rate risk arises primarily from cash at
bank, pledged bank deposits and interest-bearing borrowings. Our interest-bearing financial instruments
at variable rates as of December 31, 2023, 2024 and 2025 are primarily the cash at bank, pledged bank
deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of
market interest rate on these balances is not considered significant. For details of the maturity profile and
effective interest rates at the end of each reporting period, as well as relevant sensitivity analysis, see Note
29(c) to the Accountants’ Report in Appendix I to this prospectus.
Currency Risk
We are exposed to currency risk primarily through purchases which give rise to payables and cash
balances that are denominated in a foreign currency, i.e., a currency other than the functional currency of
the operations to which the transactions relate. The currencies giving rise to this risk are primarily U.S.
Dollars. For details of our currency risk exposure at the end of each reporting period, as well as relevant
sensitivity analysis, see Note 29(d) to the Accountants’ Report in Appendix I to this prospectus.
DIVIDENDS
We are a holding company incorporated under the laws of the PRC. During the Track Record Period,
we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend
pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future
operations and earnings, capital requirements and surplus, general financial condition, contractual
restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting
may approve any declaration of dividends, which must not exceed the amount recommended by our Board.
As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits
and reserves lawfully available for distribution. Any future net profit that we make will have to be first
applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10%
of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our
registered capital.
FINANCIAL INFORMATION
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DISTRIBUTABLE RESERVES
As of December 31, 2025, our Company did not have distributable reserves.
DISCLOSURE REQUIRED UNDER CHAPTER 13 OF THE LISTING RULES
Our Directors have confirmed that, as of the Latest Practicable Date, there were no circumstances
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this prospectus, there has been no material adverse
change in our financial or trading position since December 31, 2025 (being the date on which the latest
audited consolidated financial information of our Group was prepared) and there is no event since
December 31, 2025 which would materially affect the information shown in our consolidated financial
statements included in the Accountants’ Report in Appendix I to this prospectus.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See Appendix II to this prospectus for details of our unaudited pro forma adjusted consolidated net
tangible assets.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business—Our Growth Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting
commissions and other fees and expenses payable by us in connection with the Global Offering, will be
approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of
the Over-allotment Option.
We currently intend to use the net proceeds from the Global Offering for the purposes and in the
amounts as set out below:
 approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our
business scale and accelerating the commercialization of our products, in particular our
intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use:
(1) approximately 38.0% of the net proceeds, or HK$344.5 million, to procure wafers, chip
packaging and testing services for expanded commercialization of our products, as well
as to establish module manufacturing capabilities for more efficient supply of our
products. Among this, we expect that (i) approximately 22.8% of the net proceeds, or
HK$206.7 million, will be used to procure wafers; (ii) approximately 11.4% of the net
proceeds, or HK$103.4 million, will be used to procure chip packaging and testing
services; and (iii) approximately 3.8% of the net proceeds, or HK$34.5 million, will be
used to establish module manufacturing capabilities through the procurement of
specialized production and testing equipment, as the production of our products requires
both general-purpose and application-specific equipment, and while general-purpose
equipment is typically provided by third-party manufacturers, certain specialized
equipment must be procured and owned by us, among which HK$31.7 million will be
used for procuring such specialized equipment. We plan to procure seven fully automated
calibration equipment, three testing equipment, five chip packaging equipment, as well as
other equipment that we consider necessary. In the event that our relationship with a
relevant supplier is terminated, we would retrieve the relevant equipment, as ownership
of such equipment remains with us. We believe that such potential termination would not
have a material adverse impact on our operations, as we are able to source alternative
suppliers. Such equipment will be deployed at third-party suppliers’ facilities for use in
the production and testing of our products. As advised by F&S, such deployment of
specialized equipment at third-party suppliers’ facilities is in line with the practice of
sensor SoC industry; and
(2) approximately 2.0% of the net proceeds, or HK$18.1 million, to fund the certification of
our products, including automotive-grade certifications for reliability, functional safety
and quality, such as AEC-Q100 (a failure mechanism based stress test qualification for
ICs in automotive applications) and AEC-Q103 (a set of stress test qualification standards
for MEMS components in automotive applications), to prove our compliance with
automotive-grade standards, shorten the time of customer introduction and enhance our
product matrix.
 approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the
enhancement of our R&D capabilities for advanced technologies and foundational technologies
in intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use:
FUTURE PLANS AND USE OF PROCEEDS
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(1) approximately 15.0% of the net proceeds, or HK$136.0 million, to fund the continual
R&D to improve our technologies and products for intelligent tire sensing, universal
sensor interface and battery monitoring, including materials costs, processing fees, IP
licensing fees and testing and verification expenses. Our testing and verification expenses
primarily include costs incurred in the tape-out of our products. With respect to intelligent
tire sensing, we expect to expand beyond our existing focus on pressure monitoring
technologies to encompass tire burst, temperature and load detection, strengthen the
timeliness and precision of the monitoring capabilities of our SoCs and further enhance
power efficiency. With respect to BMS, as we only began to invest in the development of
wBMS SoCs in 2022 and are still an early stage for our wBMS technologies with little
commercialization experience, we expect to continue to invest in the refinement and
optimization of wBMS technologies to enhance their technical feasibility, sensing
accuracy and reliability and improve the effect of their application in automotive-grade
battery systems. With respect to USI, we expect to invest in innovative USI-related
technologies, such as those used in robotic systems;
(2) approximately 11.1% of the net proceeds, or HK$100.6 million, to recruit and retain 47
senior level R&D personnel with accumulated expertise in the development of our
wireless, sensing, and SoC technologies. We believe that there are a sufficient amount of
candidates for such senior level R&D personnel with relevant professional background
and experience that meet our requirements;
(3) approximately 2.4% of the net proceeds, or HK$21.8 million, to purchase hardware and
software to strengthen our R&D infrastructure and processes, including, among others,
(1) circuit design servers designed to support EDA computing workloads with high
stability and reliability, (2) testing tools, mainly laboratory testing equipment such as
signal generators, oscilloscopes and spectrum analyzers, which will support product
design, development, validation and performance testing; and (3) EDA and other
software; and
(4) approximately 1.5% of the net proceeds, or HK$13.6 million, to pay for the lease
expenses and related fees for the expansion of our R&D center in China. As we currently
only have limited office premise to host our R&D operations, we expect such expansion
of our R&D center can meet the growth of our business scale, the enlargement of our
R&D team and the increased needs of our R&D activities.
 approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our
domestic and international sales network and enhance our global market presence. Specifically,
we plan to use:
(1) approximately 4.5% of the net proceeds, or HK$40.8 million, to obtain and attract
domestic and international automotive OEMs and Tier 1 suppliers to increase our market
penetration in the global automotive industry. We plan to actively conduct marketing
campaigns domestically and internationally by attending relevant exhibitions and
regularly making customer visits, further elevating our brand awareness;
(2) approximately 4.5% of the net proceeds, or HK$40.8 million, to establish international
sales network to maintain and consolidate our collaborative partnerships with
international customers and provide localized customer services, including recruiting and
retaining relevant sales personnel, who have working experience primarily in automotive,
automotive semiconductor, robotics, energy storage or industrial electronic industries. We
intend to establish our global sales operations through product and sales teams focused
on selected overseas markets, such as Europe and Southeast Asia, with a wealth of
potential customer resource, and primarily on customers that are local to such markets:
according to the F&S report, (1) in the European market, total automotive sales volume
FUTURE PLANS AND USE OF PROCEEDS
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in Europe exceeded 18 million units in 2024, and is expected to surpass 20 million units
by 2030. Meanwhile, NEV sales volume in Europe reached three million units in 2024
and are projected to exceed six million units by 2030. The further development of the
automotive market and the rising penetration of NEVs in Europe is driving continuous
and strong demand for automotive sensor SoCs. From a regulatory perspective, Europe is
accelerating the adoption of advanced sensing and safety systems. For example, the EU
has expanded TPMS requirements to additional vehicle categories under Regulation (EU)
2019/2144 (General Safety Regulation II). TPMS is now mandatory for all newly
registered vehicles from July 2024. This regulatory expansion is fueling the demand for
TPMS SoCs. In the field of power batteries, the EU’s New Battery Regulation mandates
enhanced BMS functions, including real-time battery health monitoring and OTA update
capabilities. With the continued development of the European battery industry and
growing investment in local battery production capacity, demand for BMS-related sensor
SoCs is also expected to rise steadily; and (2) in the Southeast Asia market, total vehicle
sales volume in Southeast Asia exceeded three million units in 2024, and is projected to
surpass four million units by 2030. At the same time, the region’s NEV market is entering
a fast-rising adoption phase, with NEV sales surpassing 0.3 million units in 2024 and
expected to reach one million units by 2030. This growth trajectory signals accelerating
demand for automotive sensor SoCs, driven by increasing vehicle electrification and
safety feature upgrades. Policy support and local supply-chain development further
reinforce this trend. Countries including Thailand, Indonesia, and Malaysia are promoting
NEV adoption through purchase incentives, infrastructure build-out, and localized battery
and NEV manufacturing programs. These initiatives are expected to promote the demand
for BMS-related sensor SoCs. Meanwhile, safety standards are steadily tightening in
major countries in Southeast Asia, promoting wider deployments of sensing technologies
such as TPMS and powertrain monitoring sensors. As Southeast Asia accelerates its
transition toward intelligent, electrified mobility, demand for advanced automotive sensor
SoCs is expected to continue rising across OEM and aftermarket segments; and
In the European market, we capture market share by leveraging long-standing
collaborations with global Tier-1 suppliers and automotive OEMs. For example, we have
entered into a multi-year validation process with a global Tier-1 supplier in France, where
we have became a supply choice for its BLE TPMS SoCs. Additionally, as of the Latest
Practicable Date, we were in advanced commercial negotiations with an automotive
sensor brand in Europe for our USI SoCs. In the Southeast Asia market, our strategy
centers on localized supply chain synergy and a follow-the-customer model. By
establishing operations in Malaysia, we expect to benefit from its preferential free trade
policies, which may reduce trade costs, enhance product competitiveness and support our
expansion into overseas markets. Through VIA TIRE, we intend to leverage Malaysia’s
location and free trade policy advantages to expand in North America, ASEAN and
Europe, optimize our global capacity footprint and enhance supply chain resilience. The
founding team of the independent corporation established pursuant to the joint venture
agreement by the shareholder of EIS has been involved in the North American automotive
parts market for years and possesses market expansion experience and established
customer resources, which we believe will effectively support the marketing and sales
promotion of VIA TIRE’s products in North America, accelerate market penetration and
help build brand recognition and industry reputation. We believe that such arrangement
provides us easier market access and greater commercial feasibility for expansion to the
North America market. For details, see “Business—Commercialization—Our Overseas
Operations.” We will engage local legal counsels to advise on and ensure our ongoing
compliance with the relevant regulatory requirements in the EU and Southeast Asia
markets.
Our Directors are of the view that overseas expansion plan is unlikely to be impacted by
the current U.S. export restrictions and tariff policies, based on the following
considerations: (1) as European automotive manufacturers, automotive component
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suppliers and industrial companies generally operate relatively independent supply chain
and R&D systems, and they primarily rely on domestic, European or Chinese supply
chain partners; (2) our expansion into Southeast Asia market is partly driven by supply
chain diversification and regional operational deployment, and the relevant activities are
not targeted at the U.S. market nor dependent on U.S.-origin technologies subject to
export restrictions; and (3) the impact of current U.S. export restrictions on our sales to
the U.S. is also limited, as these restrictions, in light of their purposes to regulate U.S.
export in designated fields, generally do not impose limits on U.S. persons’ ability to
procure our products. To address evolving regulatory requirements and customer demand
across different regions, we are in the process of establishing dual-track supply chain
capabilities in locations such as Malaysia, which we believe enhances the resilience and
feasibility of our overseas expansion strategy.
(3) approximately 1.0% of the net proceeds, or HK$9.1 million, to improve our technical
support for customers, such as establishing on-site support services. We expect to provide
such technical support on an ad-hoc basis as agreed with specific and/or key customers,
to facilitate product adoption and further upgrades.
The following table sets forth the planned timeframe of the allocation of our proceeds by
year for the uses discussed above.
2026 2027 2028 2029 2030 Total
(HK$ in millions)
Expand our business
scale and accelerating
the commercialization
of our new products /H1100/H110046.1 56.0 69.0 85.3 106.2 362.7
Enhance our R&D
capabilities for
advanced technologies
and foundational
technologies in
intelligent tire sensing
SoCs, BMS SoCs and
USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034.6 42.0 51.7 64.0 79.7 272.0
Expand our domestic and
international sales
network and enhance
our global market
presence /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011.5 14.0 17.2 21.3 26.6 90.7
 approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic
investment or acquisition to achieve long-term development goals. We seek potential
investment and acquisition opportunities in both domestic and international markets, aim to
enhance our R&D abilities, expand our product portfolio, and diversify our customer base. In
assessing potential investment or acquisition targets, we will primarily consider those that are
synergistic or complementary to our existing product portfolio and are consistent with our
corporate philosophy and growth strategies. Specifically, we will evaluate potential targets
based on factors including their technological capabilities in chip research, development and
design, business scale, existing sales channels, and relevant industry experience such as
industrial electronics. We expect that the annual revenue of such potential targets is expected
to be not less than RMB5.0 million. Illustrative examples of such potential targets include (1)
fabless companies specializing in automotive-grade semiconductors; and (2) fabless companies
operating in the industrial electronics sector. We expect that successful investments in and/or
acquisitions of suitable targets would further enhance our technological capabilities in the
semiconductor field and increase our sales in emerging industries. According to the F&S
report, there are over 2,000 potential targets that could meet our criteria globally. Pursuant to
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our investment management procedures, we shall designate specific personnel or department or
qualified institutions to perform project-specific feasibility evaluation, including the risks and
returns for such investment projects. We shall also conduct due diligence of potential investees
on their capital and credit profile, as well as due diligence on third-party co-investors (if any).
As of the Latest Practicable Date, we had not identified any potential investment or acquisition
targets. Therefore, our form of acquisition or investment (e.g., majority or minority interest)
depends on our commercial negotiation with the target company and investment partners, if
any.
 approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital
and other general corporate purposes.
In the event that the Over-allotment Option is exercised in full, we will receive net proceeds of
HK$1,047.9 million (after deducting the estimated underwriting commissions and other fees and expenses
payable by us in connection with the Global Offering and at the Offer Price of HK$18.36 per Share).
To the extent that the net proceeds are not immediately applied to the above purposes, we will only
deposit the net proceeds into interest-bearing account at licensed commercial banks and/or other
authorized financial institutions as defined under the Securities and Futures Ordinance or the applicable
laws and regulations in other jurisdictions. We may obtain debt financing and alternative equity financing
to the extent that our expenditures in furtherance of the above plans exceeds the net proceeds from the
Global Offering.
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HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
Guotai Junan Securities (Hong Kong) Limited
GF Securities (Hong Kong) Brokerage Limited
Daiwa Capital Markets Hong Kong Limited
ABCI Securities Company Limited
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
SPDB International Capital Limited
CMBC Securities Company Limited
Shanxi Securities International Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong
Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The
International Offering is expected to be fully underwritten by the International Underwriters. If, for any
reason, the Offer Price is not agreed between the Joint Sponsor-OCs (on behalf of the Underwriters) and
our Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 5,340,800 Hong Kong
Offer Shares and the International Offering of initially 48,066,200 International Offer Shares, subject, in
each case, to reallocation on the basis as described in the section headed “Structure of the Global Offering”
in this prospectus as well as to the Over-allotment Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 5,340,800
Hong Kong Offer Shares (subject to reallocation) for subscription by way of the Hong Kong Public
Offering on and subject to the terms and conditions of this prospectus and the Hong Kong Underwriting
Agreement at the Offer Price.
Subject to (i) the Hong Kong Stock Exchange granting approval for the listing of, and permission
to deal in, the H Shares pursuant to the Global Offering (including any H Shares which may be issued
pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such
approval not having been withdrawn; and (ii) certain other conditions set out in the Hong Kong
Underwriting Agreement, the Hong Kong Underwriters have agreed severally and not jointly to apply or
procure applications, on the terms and conditions of this prospectus, for their respective applicable
proportions of the Hong Kong Offer Shares which are being offered but are not taken up under the Hong
Kong Public Offering.
The Hong Kong Underwriting Agreement is conditional on, among other things, the International
Underwriting Agreement having been signed and becoming unconditional and not having been terminated
in accordance with its terms.
Grounds for Termination
The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters and the
Capital Market Intermediaries) and the Joint Sponsors shall be entitled, in their absolute discretion and by
giving notice to our Company, to terminate the Hong Kong Underwriting Agreement with immediate effect
if prior to 8:00 a.m. on the Listing Date:
UNDERWRITING
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(i) there shall develop, occur, exist or come into effect:
(a) any new law or regulation or any change or development involving a prospective change
or any event or series of events or circumstances likely to result in a change or a
development involving a prospective change in existing laws or regulations, or the
interpretation or application thereof by any court or any competent authority in or
affecting Hong Kong, the PRC, the United States, the United Kingdom, the European
Union (or any member thereof), Japan, Singapore or other jurisdictions relevant to the
Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”);
(b) any change or development involving a prospective change, or any event or series of
events or circumstances likely to result in a change or prospective change, in any local,
national, regional or international financial, political, military, industrial, economic,
fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation,
equity securities or currency exchange rate or controls or any monetary or trading
settlement system, or foreign investment regulations (including, without limitation, a
devaluation of the Hong Kong dollar, United States dollar or Renminbi against any
foreign currencies, a change in the system under which the value of the Hong Kong dollar
is linked to that of the United States dollar or the Renminbi is linked to any foreign
currency or currencies) or other financial markets (including, without limitation,
conditions and sentiments in stock and bond markets, money and foreign exchange
markets, the inter-bank markets and credit markets) in or affecting any Relevant
Jurisdictions, or affecting an investment in the Offer Shares;
(c) any event or series of events, or circumstances in the nature of force majeure (including,
without limitation, any acts of government, declaration of a regional, national or
international emergency or war, calamity, crisis, economic sanctions, strikes, labor
disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami,
earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis
in government operations, acts of war, epidemic, pandemic, outbreak or escalation,
mutation or aggravation of diseases, accident or interruption or delay in transportation,
local, national, regional or international outbreak or escalation of hostilities (whether or
not war is or has been declared), act of God or act of terrorism (whether or not
responsibility has been claimed)) in or affecting any of the Relevant Jurisdictions;
(d) the imposition or declaration of any moratorium, suspension or limitation (including
without limitation, any imposition of or requirement for any minimum or maximum price
limit or price range) on (i) the trading in shares or securities generally on the Stock
Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock
Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the NASDAQ
Global Market or the London Stock Exchange; or (ii) the trading in any securities of the
Company listed or quoted on a stock exchange or an over-the-counter market;
(e) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial banking or
foreign exchange trading or securities settlement or clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions;
(f) other than with the prior written consent of the Joint Sponsor-OCs, the issue or
requirement to issue by the Company of a supplement or amendment to this prospectus
or other documents in connection with the offer and sale of the Offer Shares pursuant to
the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing
Rules or upon any requirement or request of the Stock Exchange and/or the SFC;
(g) the commencement by any authority or other regulatory or political body or organization
of any public action or investigation against a Group Company or a director or a senior
management member of any Group Company or announcing an intention to take any such
action;
UNDERWRITING
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(h) save as disclosed in this prospectus, the imposition of sanctions or export controls in
whatever form, directly or indirectly, on any Group Company or any of the Single Largest
Group of Shareholders or by or on any Relevant Jurisdiction, or the withdrawal of trading
privileges which existed on the date of the Hong Kong Underwriting Agreement, in
whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction;
(i) a change or development involving a prospective change in or affecting Taxes or
exchange control, currency exchange rates or foreign investment regulations (including,
without limitation, a material devaluation of the Hong Kong dollar, United States dollar,
the Renminbi, Euro, British pound or Swiss Franc against any foreign currencies, a
change in the system under which the value of the Hong Kong dollar is linked to that of
the United States dollar or RMB is linked to any foreign currency or currencies), or the
implementation of any exchange control, in any of the Relevant Jurisdictions or affecting
an investment in the Offer Shares;
(j) any valid demand by creditors for payment or repayment of indebtedness of any member
of the Group or in respect of which any member of the Group is liable prior to its stated
maturity;
(k) any non-compliance of this prospectus (or any other documents used in connection with
the contemplated offering, allotment, issue, subscription or sale of any of the Offer
Shares), the CSRC filings or any aspect of the Global Offering with the Listing Rules or
any other applicable laws;
(l) any litigation, dispute, legal action or claim or regulatory or administrative investigation
or action being threatened, instigated or announced against any member of the Group or
any Single Largest Group of Shareholder or any Director or senior management members
as named in this prospectus which are not disclosed in this prospectus;
(m) any contravention by the Company, any Group Company or any Director of the Listing
Rules or applicable laws which are not disclosed in this prospectus;
(n) any change or prospective change, or a materialization of, any of the risks set out in the
section headed “Risk Factors” in this prospectus,
which in any such case, individually or in the aggregate, in the sole and absolute opinion of the
Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong
Underwriters):
(A) has or will or may have a material adverse effect or any development involving a
prospective material adverse effect, on the profits, losses, results of operations, assets,
liabilities, general affairs, business, management, performance, prospects, shareholders’
equity, position or condition (financial, trading or otherwise) of the Group, taken as a
whole (the “ Material Adverse Effect ”);
(B) has or will or may have a material adverse effect on the success of the Global Offering
or the level of applications or under the Hong Kong Public Offering or the level of
indications of interest under the International Offering;
(C) makes or will make or may make it impracticable, inadvisable, inexpedient or incapable
for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public
Offering or the Global Offering to be performed or implemented as envisaged, or for the
Hong Kong Public Offering and/or the Global Offering to proceed or to market the Global
Offering or the delivery or distribution of the Offer Shares on the terms and in the manner
contemplated by the Offering Documents (as defined in the Hong Kong Underwriting
Agreement); or
UNDERWRITING
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(D) has or will or may have the effect of making any part of the Hong Kong Underwriting
Agreement (including underwriting) incapable of performance in accordance with its
terms or preventing the processing of applications and/or payments pursuant to the Global
Offering or pursuant to the underwriting thereof; or
(ii) there has come to the notice of the Joint Sponsors and the Joint Sponsor-OCs (for themselves
and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents, Application Proof (as defined
in the Hong Kong Underwriting Agreement), PHIP (as defined in the Hong Kong
Underwriting Agreement), the CSRC filings and/or any notices, announcements,
advertisements, communications or other documents issued or used by and on behalf of
the Company in connection with the Hong Kong Public Offering (including any
supplement or amendment thereto) (the “ Global Offering Documents ”)(save and except
for the logos, names, addresses and qualifications of the Underwriters), was, when it was
issued, or has become untrue, incorrect, inaccurate in any material respect or misleading;
or that any estimate, forecast, expression of opinion, intention or expectation contained
in any such Global Offering Documents, was, when it was issued, or has become unfair
or misleading in any respect or based on untrue, dishonest or unreasonable assumptions
or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material omission
or misstatement in any Global Offering Document;
(c) any breach of, or any event or circumstance rendering untrue or incorrect or misleading
in any respect, any of the representations, warranties and undertakings given by the
Company or the Single Largest Group of Shareholders in the Hong Kong Underwriting
Agreement or the International Underwriting Agreement;
(d) any event, act or omission which gives rise or is likely to give rise to any liability of any
of the Indemnifying Parties pursuant to the indemnities in the Hong Kong Underwriting
Agreement;
(e) any breach of any of the obligations or undertakings imposed upon the Company or any
member of the Single Largest Group of Shareholders or any cornerstone investor (as
applicable) to the Hong Kong Underwriting Agreement, the International Underwriting
Agreement or the cornerstone investment agreements;
(f) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect;
(g) that the Chairman of the Board, any Director or any member of senior management of the
Company named in this prospectus seeks to retire, or is removed from office or vacating
his/her office;
(h) any Director or any member of senior management of the Company named in this
prospectus is being charged with an indictable offence or prohibited by operation of law
or otherwise disqualified from taking part in the management or taking directorship of a
company;
(i) there is the commencement by any governmental, political or regulatory body of any
investigation or other action against any Director or member of senior management of the
Company in his or her capacity as such or any member of the Group or an announcement
by any governmental, political or regulatory body that it intends to commence any such
investigation or take any such action which will have a Material Adverse Effect on the
Global Offering;
UNDERWRITING
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(j) the Company withdraws this prospectus (and/or any other documents used in connection
with the subscription or sale of any of the Offer Shares pursuant to the Global Offering)
or the Global Offering;
(k) that the approval by the Listing Committee of the listing of, and permission to deal in,
the H Shares in issue and to be issued pursuant to the Global Offering (including pursuant
to any exercise of the Over-allotment Option) is refused or not granted, other than subject
to customary conditions, on or before the Listing Date, or if granted, the approval is
subsequently withdrawn, cancelled, qualified (other than by customary conditions),
revoked or withheld;
(l) any person (other than any of the Joint Sponsors) has withdrawn its consent to the issue
of this prospectus with the inclusion of its reports, letters and/or legal opinions (as the
case may be) and references to its name included in the form and context in which it
respectively appears;
(m) any prohibition on the Company for whatever reason from offering, allotting, issuing or
selling any of the Offer Shares pursuant to the terms of the Global Offering;
(n) any person (other than the Joint Sponsors) has withdrawn or sought to withdraw its
consent to being named in any of the Offering Documents, Application Proof, PHIP or to
the issue of any of the Offering Documents, Application Proof or PHIP;
(o) an order or petition is presented for the winding-up or liquidation of any member of the
Group, or any member of the Group makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for the
winding-up of any member of the Group or a provisional liquidator, receiver or manager
is appointed over all or part of the assets or undertaking of any member of the Group or
anything analogous thereto occurs in respect of any member of the Group;
(p) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or the results
of the CSRC filings published on the website of the CSRC is rejected, withdrawn,
revoked or invalidated; or (B) other than with the prior written consent of the Joint
Sponsor-OCs, the issue or requirement to issue by the Company of a supplement or
amendment to the CSRC filings pursuant to the CSRC Rules or upon any requirement or
request of the CSRC; or (C) any non-compliance of the CSRC filings with the CSRC
Rules or any other applicable laws;
(q) that (i) a material portion of the orders placed or confirmed in the bookbuilding process
or (ii) any investment commitment made by any cornerstone investors under the
Cornerstone Investment Agreements signed with such cornerstone investors, have been
withdrawn, terminated or cancelled, as a result of which, the payment of the relevant
investment amount not being received or settled in the stipulated time and manner or
otherwise,
then, in each case, the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf
of the Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving
notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with
immediate effect.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange that
it will not issue any further Shares or securities convertible into equity securities of our Company (whether
or not of a class already listed) or enter into any agreement to such an issue within six months from the
UNDERWRITING
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Listing Date (whether or not such issue of Shares or securities will be completed within six months from
the Listing Date), except for (a) pursuant to the Global Offering (including the Over-allotment Option);
or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by our Single Largest Group of Shareholders
Each member of our Single Largest Group of Shareholders has voluntarily undertaken to us and that
except pursuant to the Global Offering (including the Over-allotment Option), he/it will not, and will
procure that the relevant registered holder(s) will not, without the prior written consent of the Joint
Sponsor-OCs and unless otherwise in compliance with the applicable requirements of the Listing Rules:
in the period commencing on the date by reference to which disclosure of its shareholdings in our
Company is made in this prospectus and ending on the date which is six months from the Listing Date,
either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of, any of our securities that he/it is shown to
beneficially own in this prospectus (the “ Relevant Shares ”).
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to each of the
Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries not to, without the
prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters and the Capital Market Intermediaries) and unless in compliance with the
Listing Rules during the period commencing on the date of the Hong Kong Underwriting Agreement and
ending on, and including, the last date of the six months after the Listing Date (the “ First Six-Month
Period ”):
(i) offer, allot, issue, sell, accept subscription for, contract to allot, issue or sell, contract or agree
to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, right or contract to purchase, purchase any option or contract to sell, grant or
agree to grant any option, right or warrant to purchase or subscribe for, or otherwise transfer
or dispose of or create an encumbrance under the Hong Kong Underwriting Agreement (the
“Encumbrance ”) over, or agree to transfer or dispose of or create an Encumbrance over, either
directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial
interest in any share capital or other equity securities of our Company, as applicable, or any
interests in any of the foregoing (including, but not limited to, any securities that are
convertible into or exercisable or exchangeable for, or that represent the right to receive, or any
warrants or other rights to subscribe for, any share capital or other equity securities of our
Company, as applicable, or any interests in any of the foregoing), or deposit any share capital
or other equity securities of our Company, as applicable, with a depositary in connection with
the issue of depositary receipts); or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of subscription or ownership (legal or beneficial) of the H Shares
or other equity securities of our Company, as applicable, or any interest therein (including,
without limitation, any securities of which are convertible into or exchangeable or exercisable
for, or represent the right to receive, or any warrants or other rights to purchase, any H Shares
or other equity securities of our Company, as applicable, or any interests in any of the
foregoing); or
UNDERWRITING
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(iii) enter into any transaction with the same economic effect as any transaction described in
paragraphs (i) or (ii) above; or
(iv) offer to or contract to or agree to or announce, or publicly disclose that our Company will or
may enter into any transaction described in paragraphs (i), (ii) or (iii) above,
in each case, whether any of the transactions specified in paragraphs (i), (ii) or (iii) above is to be settled
by delivery of share capital or other equity securities of our Company, as applicable, in cash or otherwise
(whether or not the issue of such share capital or other shares or securities of our Company will be
completed within the First Six-Month Period), provided that the foregoing restrictions shall not apply to
the issue of the H Shares by our Company pursuant to the Global Offering. In the event that, during the
period of six months commencing on the date on which the First Six-Month Period expires (the “ Second
Six-Month Period ”), our Company enters into any of the transactions specified in paragraphs (i), (ii) and
(i) above or offers to or agrees to or contracts to, or announces, or publicly discloses, any intention to,
enter into any such transactions, our Company shall take all reasonable steps to ensure that we will not
create a disorderly or false market in any H Shares or other securities of our Company. The Single Largest
Group of Shareholders under the Hong Kong Underwriting Agreement undertakes to each of the Joint
Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Hong Kong Underwriters and the Capital Market Intermediaries to procure the Company
to comply with the undertakings in the paragraph above.
The Company has agreed and undertaken to each of the Joint Sponsors, the Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters that it will comply with the minimum public float
requirements specified in the Listing Rules or any waiver granted and not revoked by the Stock Exchange
(the “ Minimum Public Float Requirement ”), and it will not effect any purchase of the H Shares, or agree
to do so, which may reduce the holdings of the H Shares held by the public (as defined in Rule 8.24 of
the Listing Rules) to below the Minimum Public Float Requirement or any waiver granted and not revoked
by the Stock Exchange prior to the expiration of the First Six Month Period without first having obtained
the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf
of the Hong Kong Underwriters).
Undertakings by the Single Largest Group of Shareholders
Each of the Single Largest Group of Shareholders has voluntarily undertaken to each of the
Company, the Joint Sponsors, the Joint Sponsor-OCs, the Overall Coordinators, the Joint Global
Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters
that without the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and
on behalf of the Hong Kong Underwriters) (such consent shall not be unreasonably withheld or delayed)
and unless in compliance with the requirements of the Listing Rules:
(a) it/he will not, and will procure that the relevant registered holder(s), any nominee or trustee
holding on trust for it/him/her and the companies controlled by it/him/her will not, at any time
during the First Six-Month Period, (i) sell, offer to sell, accept subscription for, contract or
agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract
or right to sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to
transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally
or unconditionally, any H Shares or other securities of the Company or any interest therein
(including, without limitation, any securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to purchase, any H
Shares or any such other securities, as applicable or any interest in any of the foregoing), or
deposit any H Shares or other securities of the Company with a depositary in connection with
the issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership (legal or
beneficial) of any H Shares or other securities of the Company or any interest therein
UNDERWRITING
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(including, without limitation, any securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to purchase, any H
Shares or any such other securities of the Company, as applicable or any interest in any of the
foregoing), or (iii) enter into any transaction with the same economic effect as any transaction
specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any
transaction specified in (i), (ii) or (iii) above, in each case, whether any of the transactions
specified in (i), (ii) or (iii) above is to be settled by delivery of H Shares or other securities of
the Company or in cash or otherwise, and whether or not the transactions will be completed
within the First Six-Month Period; and
(b) it/he will not, during the Second Six-Month Period, enter into any of the transactions specified
in (a)(i), (a)(ii) or (a)(iii) above or offer to or agree to contract to or publicly announce any
intention to effect any such transaction if, immediately following any sale, transfer or disposal
or upon the exercise or enforcement of any option, right, interest or Encumbrance pursuant to
such transaction, it will cease to be a member of the Single Largest Shareholders or would
together with the other member of the Single Largest Shareholders cease to be the Single
Largest Group of Shareholders of the Company; and
(c) until the expiry of the Second Six-Month Period, in the event that it enters into any of the
transactions specified in (a)(i), (a)(ii) or (a)(iii) or offer to or agrees to or contract to or publicly
announce any intention to effect any such transaction, it/he will take all reasonable steps to
ensure that such a disposal will not create a disorderly or false market in the securities of the
Company.
Indemnity
The Company has agreed to indemnify the Hong Kong Underwriters and the Capital Market
Intermediaries for certain losses which they may suffer or incur, including losses arising from their
performance of their obligations under the Hong Kong Underwriting Agreement and any breach by the
Company of the Hong Kong Underwriting Agreement.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company will enter into the
International Underwriting Agreement with the Joint Sponsors, the Joint Sponsor-OCs and the
International Underwriters. Under the International Underwriting Agreement and subject to the Over-
allotment Option, the International Underwriters will, subject to certain conditions set out therein,
severally and not jointly, agree to procure subscribers or purchasers for, or to purchase, their respective
proportions of the International Offer Shares being offered under the International Offering (subject to,
among other, any reallocation between the International Offering and the Hong Kong Public Offering).
It is expected that the International Underwriting Agreement may be terminated on similar grounds
as those in the Hong Kong Underwriting Agreement. Potential investors should note that if the
International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not
proceed.
The Company has agreed to indemnify the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the
Capital Market Intermediaries for certain losses which they may suffer or incur, including losses arising
from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach
by the Company of the Hong Kong Underwriting Agreement.
UNDERWRITING
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Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment Option,
exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the International Underwriters) at
any time from the Listing Date until 30 days after the last day for lodging applications under the Hong
Kong Public Offering, pursuant to which the Company may be required to issue up to an aggregate of
8,011,000 H Shares, representing not more than 15% of the number of Offer Shares initially available
under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any.
See “Structure of the Global Offering—Over-allotment Option.”
UNDERWRITING COMMISSIONS AND LISTING EXPENSES
The Underwriters and the Capital Market Intermediaries will receive an underwriting commission
equal to 3.0% of the aggregate Offer Price payable for the Offer Shares (including any Offer Shares to be
issued pursuant to the exercise of the Over-allotment Option), out of which they will pay any
sub-underwriting commissions and other fees (the “ Fixed Fees ”). Our Company may, at our sole and
absolute discretion, pay to one or more Underwriters or Capital Market Intermediaries an additional
incentive fee up to 1.0% of the Offer Price payable for the Offer Shares (including any Offer Shares to
be issued pursuant to the exercise of the Over-allotment Option) (the “ Discretionary Fees ”). Accordingly,
the unallocated portion of the Fixed Fees will be regarded as discretionary fees for the purpose of the
Listing Rules. The ratio of the fixed fees and discretionary fees (as classified under and for the purpose
of Rule 3A.34 of the Listing Rules) payable by the Company to all syndicate members is expected to be
approximately 57.74:42.26 (assuming (i) an Offer Price of HK$18.36; (ii) the Over-allotment Option will
not be exercised; and (iii) the Discretionary Fees will be paid in full). For any unsubscribed Hong Kong
Offer Shares reallocated to the International Offering, the underwriting commission will not be paid to the
Hong Kong Underwriters but will instead be paid, at the rate applicable to the International Offering, to
the relevant International Underwriters.
The aggregate underwriting commissions and fees (including the incentive fees and assuming full
payment), together with the Stock Exchange listing fees, the SFC transaction levy, AFRC transaction levy
the Stock Exchange trading fee, legal and other professional fees, printing and other expenses relating to
the Global Offering, are estimated to be approximately HK$70.11 million (assuming an Offer Price of
HK$18.36 per Offer Share, the full payment of the discretionary incentive fee and no exercise of the
Over-allotment Option) in aggregate, and are to be borne by us.
ACTIVITIES BY SYNDICATE MEMBERS
We describe below a variety of activities that each of the Underwriters and the Capital Market
Intermediaries of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate
Members ”) and their affiliates, may individually undertake, and which do not form part of the
underwriting process. When engaging in any of these activities, it should be noted that the Syndicate
Members are subject to restrictions, including the following:
(a) under the agreement among the Syndicate Members, all of them must not make bids or
purchases or effect any other transactions (including but not limited to issuing any option or
derivative or structured product which has, as its underlying asset, any Offer Shares), whether
in the open market or otherwise, for the purpose of or with a view to creating actual, or
apparent, active trading in the Offer Shares or raising, stabilizing or maintaining the price of
the Offer Shares to or at levels other than those which might otherwise prevail in the open
market; and
UNDERWRITING
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(b) all of them must comply with all applicable laws and regulations, including the market
misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false
trading, price rigging and stock market manipulation.
The Syndicate Members and their affiliates are diversified financial institutions with relationships in
countries around the world. These entities engage in a wide range of commercial and investment banking,
brokerage, funds management, trading, hedging, investing and other activities for their own account and
for the accounts of others. In relation to the H Shares, those activities could include acting as agent for
buyers and sellers of the H Shares, entering into over the counter or listed derivative transactions or listed
or unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock
exchange) which have the H Shares as their or part of their underlying assets. Those activities may require
hedging activity by those entities involving, directly or indirectly, buying and selling the H Shares. All
such activity could occur in Hong Kong and elsewhere in the world and may result in the Syndicate
Members and their affiliates holding long and/or short positions in the H Shares, in baskets of securities
or indices including the H Shares, in units of funds that may purchase the H Shares, or in derivatives
related to any of the foregoing.
In relation to issues by the Syndicate Members or their affiliates of any listed securities having the
H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange,
the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to
act as a market maker or liquidity provider in the security, and this will also result in hedging activity in
the H Shares in most cases.
These activities may affect the market price or value of the H Shares, the liquidity or trading volume
in the H Shares, and the volatility of the price of the H Shares, and the extent to which this occurs from
day to day cannot be estimated.
UNDERWRITERS’ AND CAPITAL MARKET INTERMEDIARIES’ INTEREST IN OUR GROUP
Except as disclosed in this prospectus and the obligations under the Hong Kong Underwriting
Agreement and the International Underwriting Agreement, none of the Underwriters and the Capital
Market Intermediaries has any shareholding interest in any member of our Group or any right (whether
legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any
member of our Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated
companies may hold a certain portion of the H Shares as a result of fulfilling their obligations under the
Hong Kong Underwriting Agreement.
JOINT SPONSORS’ INDEPENDENCE
The Joint Sponsors satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07
of the Listing Rules.
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the Global
Offering. The Global Offering comprises:
(i) the Hong Kong Public Offering of initially 5,340,800 Offer Shares (subject to reallocation) in
Hong Kong as described in “—The Hong Kong Public Offering” below in this section; and
(ii) the International Offering of initially 48,066,200 Offer Shares (subject to reallocation and the
Over-allotment Option) outside the United States in offshore transactions in reliance on
Regulation S and the applicable laws of the jurisdiction where those offers and sales occur, as
described in “—The International Offering” below in this section.
Investors may either apply for the Hong Kong Offer Shares under the Hong Kong Public Offering,
or apply for or indicate an interest for the International Offer Shares under the International Offering, but
may not do both.
The Offer Shares in the Global Offering will represent approximately 14.09% of our enlarged share
capital immediately after the completion of the Global Offering, without taking into account any Shares
that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option
Scheme. If the Over-allotment Option is exercised in full and without taking into account any Shares that
may be issued upon exercise of options under the 2026 Pre-IPO Share Option Scheme, the Offer Shares
will represent approximately 15.87% of the enlarged issued share capital the Company immediately
following the completion of the Global Offering. The underwriting arrangements, and the respective
Underwriting Agreements, are summarized in the section headed “Underwriting” in this prospectus.
References in this prospectus to applications, application or subscription monies or procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is offering 5,340,800 Offer Shares (subject to reallocation) for subscription by the
public in Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer
Shares initially available under the Global Offering. The number of Offer Shares initially offered under
the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International
Offering and the Hong Kong Public Offering, will represent approximately 1.41% of our Company’s
enlarged share capital immediately after completion of the Global Offering (without taking into account
any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO
Share Option Scheme).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities which regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—Conditions
of the Global Offering” below in this section.
Allocation
Allocation of the Hong Kong Offer Shares to applicants under the Hong Kong Public Offering will
be based on the level of valid applications received under the Hong Kong Public Offering. The basis of
allocation may vary depending on the number of Hong Kong Offer Shares validly applied for by
applicants. We may, if necessary, allocate the Hong Kong Offer Shares on the basis of balloting, which
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would mean that some applicants may receive a higher allocation than others who have applied for the
same number of Hong Kong Offer Shares and those applicants who are not successful in the ballot may
not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Hong Kong Offer Shares available under the
Hong Kong Public Offering is to be divided equally into two pools (subject to reallocation at odd lot size):
pool A and pool B, both of which are available on an equitable basis to successful applicants with any odd
board lots being allocated to pool A:
Pool A: the Offer Shares will be allocated on an equitable basis to valid applicants who
have applied for the Hong Kong Offer Shares with an aggregate subscription
price of HK$5 million (excluding the brokerage, the SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee payable) or less;
and
Pool B: the Offer Shares will be allocated on an equitable basis to valid applicants who
have applied for the Hong Kong Offer Shares with an aggregate subscription
price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee
payable) and up to the total value of pool B.
Applicants should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are
under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy
demand in the pool and be allocated accordingly.
For the purpose of this subsection only, the “subscription price” for the Offer Shares means the price
payable on application therefor (without regard to the Offer Price as finally determined). Applicants can
only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both
pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any
application for more than 50% of the Hong Kong Offer Shares initially comprised in the Hong Kong Public
Offering (being 2,670,400 Hong Kong Offer Shares) will be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering may,
in certain circumstances, be reallocated as between these offerings at the discretion of the Joint
Sponsor-OCs, in accordance with Chapter 4.14 of the Guide for New Listing Applicants, following below
mechanism:
(a) where the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the
number of times, and the International Offer Shares are fully subscribed or oversubscribed or
undersubscribed, then up to 2,670,200 Offer Shares may be reallocated from the International
Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available
for subscription under the Hong Kong Public Offering will increase up to 8,011,000 Offer
Shares, representing approximately 15% of the number of Offer Shares initially available under
the Global Offering (before any exercise of the Over-allotment Option) and the final Offer
Price shall be fixed at HK$18.36 per Offer Share; and
(b) where the Hong Kong Offer Shares are undersubscribed:
(i) if the International Offering Shares are fully subscribed or oversubscribed, the Joint
Sponsor-OCs have the authority to reallocate all or any unsubscribed Hong Kong Offer
Shares to the International Offering, in such proportions as the Joint Sponsor-OCs deem
appropriate; and
(ii) if the International Offering Shares are undersubscribed, the Global Offering will not
proceed unless the Underwriters would subscribe for or procure subscribers for their
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respective applicable proportions of the Offer Shares being offered which are not taken
up under the Global Offering on the terms and conditions of the prospectus and the
Underwriting Agreements.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide for
New Listing Applicants and the provision of paragraph 4.2(b) of Practice Note 18 of the Listing Rules,
no mandatory clawback or reallocation mechanism is required to increase the number of Offer Shares
under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered
under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an undertaking
and confirmation in the application submitted by him or her that he or she and any person(s) for whose
benefit he or she is making the application have not applied for or taken up, or indicated an interest for,
and will not apply for or take up, or indicate an interest for, any Offer Shares under the International
Offering, and such applicant’s application under the International Offering is liable to be rejected if the
said undertaking and/or confirmation is breached and/or untrue (as the case may be).
The listing of the Offer Shares on the Stock Exchange is sponsored by the Joint Sponsors. Applicants
under the Hong Kong Public Offering may be required to pay, on application (subject to application
channels), the Offer Price of HK$18.36 per Offer Share in addition to any brokerage, SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
Subject to the Over-allotment Option, our Company will be initially offering for subscription under
the International Offering 48,066,200 Offer Shares, representing approximately 90% of the Offer Shares
initially available under the Global Offering and approximately 12.68% of our enlarged issued share
capital immediately after completion of the Global Offering (without taking into account any Shares that
may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option
Scheme).
Allocation
The International Offering will include selective marketing of the International Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable demand for such
International Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on
Regulation S. Professional investors generally include brokers, dealers, companies (including fund
managers) whose ordinary business involves dealing in shares and other securities and corporate entities
which regularly invest in shares and other securities. Prospective professional, institutional and other
investors will be required to specify the number of International Offer Shares under the International
Offering they would be prepared to acquire. This process, known as “book-building”, is expected to
continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong
Public Offering.
Allocation of International Offer Shares pursuant to the International Offering will be determined by
the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) and will be based on a number
of factors, including the level and timing of demand, the total size of the relevant investor’s invested assets
or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely
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to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer Shares on
the Stock Exchange. Such allocation is intended to result in a distribution of the Offer Shares on a basis
which would lead to the establishment of a solid professional and institutional shareholder base to the
benefit of our Company and our Shareholders as a whole.
The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) may require any investor
who has been offered the International Offer Shares under the International Offering and who has made
an application under the Hong Kong Public Offering to provide sufficient information to the Joint
Sponsor-OCs so as to allow it to identify the relevant application under the Hong Kong Public Offering
and to ensure that they are excluded from any application of the Hong Kong Offer Shares under the
International Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option
to the International Underwriters, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of
the Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) at anytime from
the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public
Offering, to require the Company to issue up to an aggregate of 8,011,000 H Shares, representing not more
than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer
Price under the International Offering to, cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant
thereto will represent approximately 2.07% of the enlarged issued share capital of the Company
immediately following the completion of the Global Offering and without taking into account any Shares
that may be issued under the 2026 Pre-IPO Share Option Scheme. If the Over-allotment Option is
exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of
securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market,
during a specified period of time, to retard and, if possible, prevent, a decline in the market price of the
securities below the offer price. Such transactions may be effected in all jurisdictions where it is
permissible to do so, in each case in compliance with all applicable laws and regulatory requirements,
including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted
to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager through its affiliates or any person
acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing
transactions with a view to stabilizing or maintaining the market price of the H Shares for a limited period
after the Listing Date at a level higher than that which might otherwise prevail in the open market. Short
sales involve the sale by the Stabilizing Manager through its affiliates of a greater number of H Shares than
the Underwriters are required to purchase in the Global Offering. “Covered” short sales are sales made in
an amount not greater than the Over-Allotment Option. The Stabilizing Manager through its affiliates may
close out the covered short position by either exercising the Over-Allotment Option to purchase additional
Offer Shares or purchasing H Shares in the open market. In determining the source of the H Shares to close
out the covered short position, the Stabilizing Manager through its affiliates will consider, among others,
the price of H Shares in the open market as compared to the price at which they may purchase additional
H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of certain bids or
purchases made for the purpose of preventing or retarding a decline in the market price of the H Shares
while the Global Offering is in progress. Any market purchases of the H Shares may be effected on any
stock exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided that
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they are made in compliance with all applicable laws and regulatory requirements. However, there is no
obligation on the Stabilizing Manager through its affiliates or any person acting for it to conduct any such
stabilizing action, which if taken, (a) will be conducted at the absolute discretion of the Stabilizing
Manager through its affiliates or any person acting for it, (b) may be discontinued at any time, and (c) is
required to be brought to an end within 30 days after the last day for the lodging of applications under the
Hong Kong Public Offering. The number of the H Shares that may be over-allocated will not exceed the
number of the H Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment
Option, namely, 8,011,000 Offer Shares, which is approximately 15.00% of the number of Offer Shares
initially available under the Global Offering, in the event that the whole or part of the Over-Allotment
Option is exercised.
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and
Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures
(Price Stabilizing) Rules include:
(a) over-allocating for the purpose of preventing or minimizing any reduction in the market price
of the H Shares;
(b) selling or agreeing to sell the H Shares so as to establish a short position in them for the
purpose of preventing or minimizing any deduction in the market price of the H Shares;
(c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred pursuant to
the exercise of the Over-Allotment Option in order to close out any position established under
(a) or (b) above;
(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or
minimizing any reduction in the market price of the H Shares;
(e) selling or agreeing to sell any H Shares to liquidate any position established as a result of those
purchases; and
(f) offering or attempting to do anything described in (b), (c), (d) and (e) above.
Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for it, will
be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization.
Prospective applications for investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the H Shares,
the Stabilizing Manager through its affiliates, or any person acting for it, may maintain a long
position in the H Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager through its
affiliates, or any person acting for it, will maintain the long position is at the discretion of the
Stabilizing Manager through its affiliates and is uncertain;
(c) liquidation of any such long position by the Stabilizing Manager through its affiliates and
selling in the open market may lead to a decline in the market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than the
stabilizing period, which begins on the Listing Date, and is expected to expire on Sunday, July
12, 2026, being the 30th day after the last day for the lodging of applications under the Hong
Kong Public Offering. After this date, when no further stabilizing action may be taken, demand
for the H Shares, and their market price, could fall after the end of the stabilizing period. These
activities by the Stabilizing Manager through its affiliates may stabilize, maintain or otherwise
affect the market price of the H Shares. As a result, the price of the H Shares may be higher
than the price that otherwise may exist in the open market;
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(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any person
acting for it, may not necessarily result in the market price of the H Shares staying at or above
the Offer Price either during or after the stabilizing period; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at
a price at or below the Offer Price and therefore at or below the price paid by applicants for,
or investors in, the Offer Shares.
An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be
made within seven days of the expiration of the stabilizing period.
PRICING AND ALLOCATION
The Offer Price will be HK$18.36 per Offer Share, unless otherwise announced, as further explained
below. If you apply for the Offer Shares under the Hong Kong Public Offering, you may be required to
pay the Offer Price of HK$18.36 per Offer Share, plus 1.0% brokerage, 0.0027% SFC transaction levy,
0.00015% AFRC transaction levy and 0.00565% Stock Exchange trading fee, amounting to a total of
HK$3,709.04 for one board lot of 200 H Shares.
The International Underwriter will be soliciting from prospective investors indications of interest in
acquiring Offer Shares in the International Offering. Prospective professional and institutional investors
will be required to specify the number of Offer Shares under the International Offering they would be
prepared to acquire at the Offer Price. This process, known as “book-building”, is expected to continue
up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public
Offering.
The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) may, where
considered appropriate, based on the level of interest expressed by prospective investors during the
book-building process, and with the prior consent of our Company, reduce the number of Offer Shares
and/or the Offer Price below that stated in this prospectus prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a situation, our Company will, as soon as
practicable following the decision to make such reduction and in any event not later than the morning of
the last day for lodging applications under the Hong Kong Public Offering, post a notice on the website
of the Stock Exchange ( www.hkexnews.hk ) and the website of our Company ( www.senasic.com ) (the
contents of the website do not form a part of this prospectus). Our Company will also, as soon as
practicable following the decision to make such change, issue a supplemental prospectus updating
investors of the change in the number of Offer Shares being offered under the Global Offering and/or the
Offer Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to
the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to the
possibility that any notice of a reduction in the number of Offer Shares and/or the Offer Price may not be
made until the last day for lodging applications under the Hong Kong Public Offering. In the absence of
any such notice so published, the number of Offer Shares will not be reduced and/or the Offer Price, if
agreed upon with our Company and the Joint Sponsor-OCs (for themselves and on behalf of the Hong
Kong Underwriters) will under no circumstances be set outside the Offer Price stated in this prospectus.
The final Offer Price, the indication of the level of interest in the International Offering, the basis
of allotment of the Offer Shares available under the Hong Kong Public Offering and the results of
allocations in the Hong Kong Public Offering are expected to be made available in a variety of channels
in the manner described in the section headed “How to Apply for Hong Kong Offer Shares—D.
Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus.
UNDERWRITING AGREEMENT
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the
terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting
Agreement being signed and becoming unconditional.
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We expect to enter into the International Underwriting Agreement relating to the International
Offering on or around Monday, June 15, 2026. The underwriting arrangements under the Hong Kong
Underwriting Agreement and the International Underwriting Agreement are summarized in the section
headed “Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Hong Kong Offer Shares is conditional on, among others:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the Shares
in issue and to be issued (including any Shares that may be issued pursuant to the exercise of
the Over-allotment Option) pursuant to the Global Offering on the Main Board of the Stock
Exchange and such approval not subsequently having been withdrawn or revoked prior to the
Listing Date;
(b) the execution and delivery of the International Underwriting Agreement on or around Monday,
June 15, 2026; and
(c) the obligations of the Hong Kong Underwriters and the Capital Market Intermediaries under the
Hong Kong Underwriting Agreement and the obligations of the International Underwriters and
the Capital Market Intermediaries under the International Underwriting Agreement becoming
unconditional and not having been terminated in accordance with the terms of the respective
agreements, in each case on or before the dates and times specified in the Hong Kong
Underwriting Agreement and/or the International Underwriting Agreement, as the case may be
(unless and to the extent such conditions are validly waived on or before such dates and times)
and in any event not later than 30 days after the date of this prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering is
conditional upon, among other things, the other offering becoming unconditional and not having been
terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global
Offering will lapse, and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong
Kong Public Offering will be published by our Company on the website of the Stock Exchange
(www.hkexnews.hk ) and on the website of our Company ( www.senasic.com ) on the next day following
such lapse. In such a situation, all application monies will be returned, without interest, on the terms set
forth in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H
Share Certificates and Refund of Application Monies” in this prospectus. In the meantime, all application
monies will be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong
licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission
to deal in, the H Shares in issue and to be issued by us pursuant to the Global Offering and to be converted
from the Unlisted Shares as well as the Shares to be issued pursuant to exercised of the options under the
2026 Pre-IPO Share Option Scheme.
Except that we have applied for the Listing on the Stock Exchange, no part of our Company’s share
or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to
deal is being or proposed to be sought in the near future.
STRUCTURE OF THE GLOBAL OFFERING
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H SHARES WILL BE ELIGIBLE FOR CCASS
All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. If
the Stock Exchange grants the listing of, and permission to deal in, the H Shares and our Company
complies with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible
securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of
commencement of dealings in the H Shares on the Stock Exchange or any other date HKSCC chooses.
Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS
on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Wednesday, June 17, 2026, it is expected that dealings in our H Shares on the Stock Exchange
will commence at 9:00 a.m. on Wednesday, June 17, 2026.
Our H Shares will be traded in board lots of 200 H Shares each and the stock code of the H Shares
will be 6675.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering and
below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under
the “HKEXnews > New Listings > New Listing Information” section, and our website at
www.senasic.com .
The contents of this prospectus are identical to the prospectus as registered with the Registrar
of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying
for:
 are 18 years of age or older;
 have a Hong Kong address (for the HK eIPO White Form service only) ; and
 are outside the United States, and are not a United States Person (as defined in Regulation S
under the U.S. Securities Act).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock
Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose
benefit you are applying for:
 are an existing Shareholder or its/his/her close associates; or
 are a Director or any of his/her close associates; or
 have been allocated or have applied for any International Offer Shares or otherwise participated
in the International Offering.
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2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, June 9, 2026 and end
at 12:00 noon on Friday, June 12, 2026, (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application
Channel Platform Target Investors Application Time
HK eIPO White
Form service www.hkeipo.hk Applicants who would
like to receive a
physical H Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in your own
name.
From 9:00 a.m. on
Tuesday, June 9, 2026,
to 11:30 a.m. on
Friday, June 12, 2026,
Hong Kong time. The
latest time for
completing full
payment of application
monies will be 12:00
noon on Friday, June
12, 2026, Hong Kong
time.
HKSCC EIPO
channel
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through
HKSCC’s FINI system
in accordance with
your instruction.
Applicants who would
not like to receive a
physical H Share
certificate. Hong Kong
Offer Shares
successfully applied
for will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated
HKSCC Participant’s
stock account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity
limitations and potential service interruptions and you are advised not to wait until the last day of the
application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment in
respect of any application instructions given by you or for your benefit through the HK eIPO White Form
service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have
been made. If you are a person for whose benefit the electronic application instructions are given, you
shall be deemed to have declared that only one set of electronic application instructions has been given
for your benefit. If you are an agent for another person, you shall be deemed to have declared that you
have only given one set of electronic application instructions for the benefit of the person for whom you
are an agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White Form
service more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK
eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the HK eIPO White Form service.
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By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and
severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and
to do on your behalf all the things stated in this prospectus and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to have
been made for any application instructions given by you or for your benefit to HKSCC (in which case an
application will be made by HKSCC Nominees on your behalf) provided such application instruction has
not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC
Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and
conditions of this prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your identity
document
 Full name(s) 2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number  Identity document number
Notes:
(1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a
contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity information
provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a
HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed
four. If you are a firm, the applicant must be in the individual members’ names.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and
other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity
document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either
English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be
strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and
Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong
Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If
the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management
company or the individual fund, as appropriate, which has opened a trading account with the broker will be required,
as above.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity
document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each
of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not
include this information, the application will be treated as being made for your benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and
(ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and
you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock
exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries no right
to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power of
attorney, we and the Joint Sponsor-OCs, as our agent, have discretion to consider whether to accept it on
any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 200 Shares
Permitted number of Hong Kong
Offer Shares for application
and amount payable on
application/ successful
allotment
: Hong Kong Offer Shares are available for application in
specified board lot sizes only. Please refer to the amount
payable associated with each specified board lot size in
the table below.
The Offer Price is HK$18.36 per Share. If you are
applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application, in such amount as determined by the broker
or custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement
imposed by your broker or custodian with respect to the
Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of the
Offer Price, brokerage, SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy by
debiting the relevant nominee bank account at the
Designated Bank for your broker or custodian.
If you are applying through the HK eIPO White Form
service, you may refer to the table below for the amount
payable for the number of H Shares you have selected.
Y ou must pay the respective amount payable on
application in full upon application for Hong Kong
Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 283 ---
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30
400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35
600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42
800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48
1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55
1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60
1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90
1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20
1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400
(1) 49,522,996.86
2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially
offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules)
or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO
White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be
paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit, except
where you are a nominee and provide the information of the underlying investor in your application as
required under the paragraph headed “—A. Application for Hong Kong Offer Shares—3. Information
Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one
application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC EIPO
channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an
application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s)
for whose benefit you have made the application shall not apply for any International Offer Shares.
The H Share Registrar would record all applications into its system and identify suspected multiple
applications with identical names and identification document numbers according to the Best Practice
Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued by the
Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification document
numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the Joint
Sponsor-OCs, as our agents, to execute any documents for you and to do on your behalf all
things necessary to register any Hong Kong Offer Shares allocated to you in your name or in
the name of HKSCC Nominees as required by the Articles of Association, and (if you are
applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares
directly into CCASS for the credit of your designated HKSCC Participant’s stock account on
your behalf;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(ii) confirm that you have read and understand the terms and conditions and application procedures
set out in this prospectus and the designated website of the HK eIPO White Form service (or
as the case may be, the agreement you entered into with your broker or custodian), and agree
to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or custodian
and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures
for giving application instructions to apply for Hong Kong Offer Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this
prospectus and they do not apply to you, or the person(s) for whose benefit you have made the
application;
(v) confirm that you have read this prospectus and any supplement to it and have relied only on
the information and representations contained therein in making your application (or as the
case may be, causing your application to be made) and will not rely on any other information
or representations;
(vi) agree that the Relevant Persons
1, the H Share Registrar and HKSCC will not be liable for any
information and representations not in this prospectus and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other personal
data which may be required about you and the person(s) for whose benefit you have made the
application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the
Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or
otherwise as required by laws, rules or regulations, for the purposes under the paragraph
headed “—G. Personal Data—Purposes” and “—G. Personal Data—4. Transfer of Personal
Data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application (or as
the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind
it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf
cannot be revoked once it is accepted, which will be evidenced by the notification of the result
of the ballot by the H Share Registrar by way of publication of the results at the time and in
the manner as specified in the paragraph headed “—B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “—C
Circumstances in which you will not be allocated Hong Kong Offer Shares” in this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the
resulting contract will be governed by and construed in accordance with the laws of Hong
Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place outside
Hong Kong that apply to your application and that neither we nor the Relevant Persons will
breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to
purchase, or any action arising from your rights and obligations under the terms and conditions
contained in this prospectus;
1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediates and any of their or the Company’s
respective directors, officers, employees, partners, agents or representatives and any other parties involved in the Global
Offering.
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(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries
or any of their respective close associates; and (b) you are not accustomed or will not be
accustomed to taking instructions from the Company, any of the directors, chief executives,
substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries
or any of their respective close associates in relation to the acquisition, disposal, voting or other
disposition of the Shares registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Joint Sponsor-OCs will rely on your declarations
and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you
and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you
under the application;
(xvii) declare and represent that this is the only application made and the only application intended
by you to be made to benefit you or the person for whose benefit you are applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has been or
will be made for your benefit by giving electronic application instructions to HKSCC directly
or indirectly or through the application channel of the HK eIPO White Form service or by any
one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant that
(1) no other application has been or will be made by you as agent for or for the benefit of that
person or by that person or by any other person as agent for that person by giving electronic
application instructions to HKSCC or the HK eIPO White Form Service Provider and (2)
you have due authority to give electronic application instructions on behalf of that other
person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website From the “Allotment Results” page at
www.tricor.com.hk/ipo/result or
www.hkeipo.hk/IPOResult with a
“search by ID” function.
The full list of (i) wholly or partially
successful applicants using the HK
eIPO White Form service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them, among
other things, will be displayed at
www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result .
24 hours, from 11:00 p.m. on
Tuesday, June 16, 2026 to 12:00
midnight on Monday, June 22, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Platform Date/Time
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.senasic.com which will provide
links to the above mentioned websites
of the H Share Registrar.
No later than 11:00 p.m. on Tuesday,
June 16, 2026 (Hong Kong time).
Telephone +852 3691 8488—the allocation results
telephone enquiry line provided by the
H Share Registrar
between 9:00 a.m. and 6:00 p.m., on
Wednesday, June 17, 2026 to Tuesday,
June 23, 2026 (Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Monday, June 15, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Monday,
June 15, 2026 on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon
as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering, the level of
applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares
on the Stock Exchange’s website at hkexnews.hk and our website at www.senasic.com by no later than
11:00 p.m. on Tuesday, June 16, 2026, (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be allocated to
you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be revoked
pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Joint Sponsor-OCs, the H Share Registrar and their respective agents and nominees have full
discretion to reject or accept any application, or to accept only part of any application, without giving any
reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period
within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “—A. Application for Hong Kong Offer Shares—5. Multiple Applications
Prohibited” in this section on what constitutes multiple applications;
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 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Joint Sponsor-OCs believe that by accepting your application, it or we would violate
applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be
required to hold sufficient application funds on deposit with their Designated Bank before balloting. After
balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required
to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure by
a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment for your
allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to
determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to
rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong
Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you
through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case,
you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC
Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if
Hong Kong Offer Shares are not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the
Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel
where the Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Shares. No receipt will be issued for
sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date,
provided that the Global Offering has become unconditional and the right of termination described in the
section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt
of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application
monies pending clearance of application monies.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 278 –


--- page 288 ---
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 2
For application of
1,000,000 Hong
Kong Offer Shares
or more
Collection in person at the H Share
Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance
Centre, 16 Harcourt Road, Hong
Kong
Time : from 9:00 a.m. to 1:00 p.m.
on Wednesday, June 17, 2026
(Hong Kong time)
If you are an individual, you must
not authorize any other person to
collect for you. If you are a
corporate applicant, your
authorized representative must
bear a letter of authorization from
your corporation stamped with
your corporation’s chop.
Both individuals and authorized
representatives must produce, at
the time of collection, evidence of
identity acceptable to the H Share
Registrar.
Note: If you do not collect your
H Share certificate(s) personally
within the time above, it/they will
be sent to the address specified in
your application instructions by
ordinary post at your own risk.
H Share certificate(s) will be issued
in the name of HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account
No action by you is required
For application
of less than
1,000,000 Hong
Kong Offer Shares
Y our H Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk
Date : Tuesday, June 16, 2026
Refund mechanism for surplus application monies paid by you
Date Wednesday, June 17, 2026 Subject to the arrangement between
you and your broker or custodian
Responsible party H Share Registrar Y our broker or custodian
Application monies
paid through
single bank
account
HK eIPO White Form e-Auto
Refund payment instructions to
your designated bank account
Y our broker or custodian will
arrange refund to your designated
bank account subject to the
arrangement between you and it
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 289 ---
HK eIPO White Form service HKSCC EIPO channel
Application monies
paid through
multiple bank
accounts
Refund cheque(s) will be despatched
to the address as specified in your
application instructions by
ordinary post at your own risk
2 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or an
“extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on Tuesday,
June 16, 2026 rendering it impossible for the relevant H Share certificates to be despatched to HKSCC in a timely
manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H
Share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “—E.
Bad Weather Arrangements” in this section.
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Friday, June 12, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time between 9:00 a.m. and 12:00
noon on Friday, June 12, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next
business day which does not have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00
noon.
Prospective investors should be aware that a postponement of the opening/closing of the application
lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the
section headed “Expected Timetable” in this prospectus, an announcement will be made and published on
the Stock Exchange’s website at www.hkexnews.hk and our website at www.senasic.com of the revised
timetable.
If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, the H Share Registrar will make
appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service
counter so that they would be available for trading on Wednesday, June 17, 2026.
If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, for application of less than 1,000,000
Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary post
when the post office re-opens after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon
of Tuesday, June 16, 2026 or on Wednesday, June 17, 2026).
If a Bad Weather Signal is hoisted on Wednesday, June 17, 2026, for application of 1,000,000 Hong
Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in person at the
H Share Registrar’s office after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of
Wednesday, June 17, 2026 or on Thursday, June 18, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share certificates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 290 ---
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the Stock
Exchange and we comply with the stock admission requirements of HKSCC, the Shares will be accepted
as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date
of commencement of dealings in the Shares or any other date HKSCC chooses. Settlement of transactions
between Exchange Participants is required to take place in CCASS on the second settlement day after any
trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the settlement
arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data collected and
held by the Company, the H Share Registrar, the receiving bank and the Relevant Persons about you in
the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal
data may include client identifier(s) and your identification information. By giving application instructions
to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal
Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong
Offer Shares, of the policies and practices of the Company and the H Share Registrar in relation to
personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
2. Reasons for the Collection of Y our Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to the Company or its agents and the H Share Registrar is accurate and up-to-date
when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their
names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your application for
Hong Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share
Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or
transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H
Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the Company and
the H Share Registrar immediately of any inaccuracies in the personal data supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto Refund
payment instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of allocation of Hong
Kong Offer Shares;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 281 –


--- page 291 ---
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any duplicate
applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights issues,
bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the Company
and the H Share Registrar to discharge their obligations to applicants and holders of the Shares
and/or regulators and/or any other purposes to which applicants and holders of the Shares may
from time to time agree.
4. Transfer of Personal Data
Personal data held by the Company and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share Registrar
may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether
within or outside Hong Kong) the personal data to, from or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving bank and overseas
principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal
data to the H Share Registrar, in each case for the purposes of providing its services or facilities
or performing its functions in accordance with its rules or procedures and operating FINI and
CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into
CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H Share
Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or
otherwise as required by laws, rules or regulations, including for the purpose of the Stock
Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory
functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have or propose
to have dealings, such as their bankers, solicitors, accountants or brokers etc.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 282 –


--- page 292 ---
5. Retention of Personal Data
The Company and the H Share Registrar will keep the personal data of the applicants and holders
of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were
collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the
Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct
any data that is inaccurate. The Company and the H Share Registrar have the right to charge a reasonable
fee for the processing of such requests. All requests for access to data or correction of data should be
addressed to the Company and the H Share Registrar, at their registered address disclosed in the section
headed “Corporate Information” in this prospectus or as notified from time to time, for the attention of the
company secretary, or the H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 283 –


--- page 293 ---
The following is the text of a report set out on pages I-1 to I-48, received from the Company’ s
reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation
in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS
OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD. AND CHINA INTERNATIONAL CAPITAL
CORPORATION HONG KONG SECURITIES LIMITED AND GUOTAI JUNAN CAPITAL LIMITED
Introduction
We report on the historical financial information of SENASIC Electronics Technology Co., Ltd. (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-48, which comprises the
consolidated statements of financial position of the Group and the statements of financial position of the
Company as at 31 December 2023, 2024 and 2025 and the consolidated statements of profit or loss and
other comprehensive income, the consolidated statements of changes in equity and the consolidated cash
flow statements for each of the years ended 31 December 2023, 2024 and 2025 (the “Track Record
Period”), and material accounting policy information and other explanatory information (together, the
“Historical Financial Information”). The Historical Financial Information set out on pages I-3 to I-48
forms an integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated 9 June 2026 (the “Prospectus”) in connection with the initial listing of shares of the
Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial Information
that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note
1 to the Historical Financial Information, and for such internal control as the directors of the Company
determine is necessary to enable the preparation of the Historical Financial Information that is free from
material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to report our
opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular
Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment
Circulars” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard
requires that we comply with ethical standards and plan and perform our work to obtain reasonable
assurance about whether the Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in
the Historical Financial Information. The procedures selected depend on the reporting accountants’
judgement, including the assessment of risks of material misstatement of the Historical Financial
Information, whether due to fraud or error. In making those risk assessments, the reporting accountants
consider internal control relevant to the entity’s preparation of Historical Financial Information that gives
a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the
Historical Financial Information in order to design procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our
work also included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 294 ---
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report,
a true and fair view of the Company’s and the Group’s financial position as at 31 December 2023, 2024
and 2025, and of the Group’s financial performance and cash flows for the Track Record Period in
accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial
Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to Note 28 to the Historical Financial Information which states that no dividends have been
paid by the Company in respect of the Track Record Period.
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
9 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 295 ---
HISTORICAL FINANCIAL INFORMATION
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the
Historical Financial Information is based, were audited by KPMG under separate terms of engagement
with the Company in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the
“Underlying Financial Statements”).
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 296 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
Y ear ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 223,483 347,540 477,861
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (276,936) (344,273)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 70,604 133,588
Other net (losses)/income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 (1,376) (1,805) 5,478
Selling and marketing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,455) (15,794) (19,656)
Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,951) (44,984) (65,353)
Research and development costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (107,901) (101,531)
Impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 (76,136) – –
Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188,663) (99,880) (47,474)----------- ----------- -----------
Changes in the carrying amount of liabilities
recognised for financial instruments issued
to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 (164,506) (251,161) (282,288)
Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (298) (802)
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (166,737) (251,459) (283,090)-----------
----------- -----------
Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 (355,400) (351,339) (330,564)
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) (401) – –
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564)
Attributable to:
Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (743)
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564)
Loss per share
Basic and Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 (1.28) (1.13) (1.02)
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564)
Other comprehensive income for the year
Item that may be reclassified subsequently to
profit or loss:
– Exchange differences on translation of
financial statements of overseas subsidiaries – – 281
Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283)
Attributable to:
Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,756)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (527)
Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 297 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
At 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 16,969 18,657 19,421
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 7,519 3,609 7,072
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 4,508 2,900 4,427
Financial assets at fair value through profit or
loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – –
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 –– –
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 1,829 1,608 1,713
40,862 26,774 32,633----------- ----------- -----------
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 128,233 156,650 234,924
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 126,741 107,348 196,348
Financial assets at fair value through profit or
loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 233,272 274,704 50,048
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 3,001 3,080 3,158
Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 3,183 35,092 22,015
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347
593,235 665,962 707,840----------- ----------- -----------
Current liabilities
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 86,818 96,328 79,060
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 4,296 3,393 3,550
91,114 111,824 163,729----------- ----------- -----------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111----------- ----------- -----------
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744----------- ----------- -----------
Non-current liabilities
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 3,433 209 3,229
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 – 4,338 4,255
Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272
1,383,256 1,740,531 2,055,756----------- ----------- -----------
NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012)
Capital and reserves
Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – –
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (855,456) (1,175,766) (1,503,481)
Total deficit attributable to equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187
TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 298 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
At 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,521 17,256 15,589
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,282 2,346 3,973
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,785 2,415 4,183
Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 61,285 96,285 126,285
Financial assets at fair value through profit or
loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – –
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,355 1,094 882
96,265 119,396 150,912----------- ----------- -----------
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 93,264 121,098 192,764
Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 144,671 131,302 234,291
Financial assets at fair value through profit or
loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 213,272 254,674 50,048
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158
Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,520 16,740 78,521
542,911 561,986 580,797----------- ----------- -----------
Current liabilities
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 90,825 80,510 52,150
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,095 2,070 2,032
93,920 94,683 135,301----------- ----------- -----------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100448,991 467,303 445,496----------- ----------- -----------
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100545,256 586,699 596,408----------- ----------- -----------
Non-current liabilities
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,279 209 1,719
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 3,665
Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272
1,382,102 1,740,531 2,053,656----------- ----------- -----------
NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248)
Capital and reserves
Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – –
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (852,029) (1,169,979) (1,473,530)
TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248)
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity shareholders of the Company
Note
Paid-in
capital
Share
capital
Capital
reserve
Share
premium
Accumulated
losses Total
Non-
controlling
interests
Total
deficit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note
28(c))
(Note
28(d))
(Note
28(e)(ii))
(Note
28(e)(i))
Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H11003,939 – (3,448) – (488,782) (488,291) – (488,291)------ ------ ------ ------ -------- ------ ------- ------
Loss and total comprehensive income for
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (355,801) (355,801) – (355,801)
Capital injections from investors /H1100/H1100/H1100/H1100793 – 482,107 – – 482,900 – 482,900
Recognition of financial instruments
issued to investors as non-current
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (482,900) – – (482,900) – (482,900)
Transfer of capital reverse to
paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – – – –
Equity-settled share-based transactions /H1100 – – 3,819 – – 3,819 – 3,819------
------ ------ ------ -------- ------ ------- ------
Balance at 31 December 2023 and
1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – (10,873) – (844,583) (840,273) – (840,273)
Loss and total comprehensive income for
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (351,339) (351,339) – (351,339)
Capital injections from
investors/shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015 – 134,015
Recognition of financial instruments
issued to investors as non-current
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (105,000) – – (105,000) – (105,000)
Conversion to a joint stock company /H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 – – –
Equity-settled share-based transactions /H1100 – – 2,978 – – 2,978 – 2,978
Balance at 31 December 2024 /H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------
------ ------ ------ -------- ------ ------- ------
Balance at 31 December 2024 and
1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------ ------ ------ ------ -------- ------ ------- ------
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (329,821) (329,821) (743) (330,564)
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100– – – – 65 65 216 281
Total comprehensive income for the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100- - - – (329,756) (329,756) (527) (330,283)
Capital injections from shareholders /H1100/H1100/H1100 – 135 – 29,865 – 30,000 – 30,000
Recognition of financial instruments
issued to investors as non-current
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (30,000) – – (30,000) – (30,000)
Capital injections from non-controlling
interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – 8,714 8,714
Equity-settled share-based transactions /H1100 – – 2,176 – – 2,176 – 2,176------
------ ------ ------ -------- ------ ------- ------
Balance at 31 December 2025 /H1100/H1100/H1100/H1100/H1100– 16,282 (1,085,121) 635,253 (1,053,613) (1,487,199) 8,187 (1,479,012)
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 300 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Operating activities:
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(b) (60,350) (137,122) (173,637)
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – –
Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637)----------- ----------- -----------
Investing activities:
Payments for the purchase of property, plant
and equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100(6,254) (8,541) (10,545)
Proceeds from disposal of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 7 8
Increase in time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,000) – –
Payments for acquisition of financial assets
measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(332,000) (889,000) (629,665)
Proceeds from disposal of financial assets
measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,274 853,702 856,907
Net cash (used in)/generated from investing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775----------- ----------- -----------
Financing activities:
Capital element of lease
rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (4,155) (4,576) (4,996)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (318) (203) (155)
Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 5,000 12,008 80,669
Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (110,996) – (12,300)
Capital injections from equity shareholder /H1100/H1100/H1100/H1100– 29,015 –
Capital injections from non-controlling
interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,714
Proceeds received in advance from the issue of
financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 – 30,000 –
Proceeds from the issue of financial
instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 407,900 105,000 –
Payment for capitalised listing expenses /H1100/H1100/H1100/H1100/H110018 – – (2,811)
Net cash generated from financing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100297,431 171,244 69,121----------- ----------- -----------
Net (decrease)/increase in cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259
Cash and cash equivalents at the beginning
of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 123,524 98,805 89,088
Cash and cash equivalents at the end of the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 301 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION
SENASIC Electronics Technology Co., Ltd.* (the “Company”) ( ⑏Ҧ(Ϫᘽ)ʮ̡), formerly known as
Nanjing Yingruichuang Electronics Co., Ltd.* (ʮ̡) was incorporated in People’s Republic of China (the
“PRC”) in March 2015 as a limited liability company. In November 2024, the Company was converted from a limited liability
company into a joint stock limited liability company.
The Company and its subsidiaries (together, “the Group”) are principally engaged in design, research and development and
sales of chip products.
The financial statements of the Company and the subsidiaries of the Group for which there are statutory requirements were
prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries in which they were
incorporated and/or established. The statutory financial statements of the Company for the years ended 31 December 2023, 2024 and
2025 were prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the
PRC (the “PRC GAAP”) and audited by Shanghai Xuanhe Certified Public Accountants (General Partnership)* (ԫ
ה(౷ஷΥྫ)) .
As at the date of this report, the Company has direct or indirect interests in the following subsidiaries, all of which are private
and limited liability companies:
Company name
Place and date of
incorporation/
establishment
Particulars of
registered and
paid-up capital
Proportion of ownership
interest
Principal activities
Name of
statutory auditor
Directly held
by the
Company
Indirectly
held by the
Company
Shanghai SENASIC
Electronic Technology
Co., Ltd.*
ɪऎ
⑏ʮ
̡
The PRC
09 January 2019
RMB65,000,000/
RMB65,000,000
100.00% – Design, research,
development and
sales of chips
products
2023, 2024 and
2025: Shanghai
Xuanhe Certified
Public
Accountants
(General
Partnership)*
(ࢪࠇ
ה(౷ஷΥྫ))
Gainsil Semiconductor
Technology (Shanghai)
Co., Ltd.*
Ҧ(ɪऎ)Ϟ
ʮ̡
The PRC
17 December
2015
RMB1,960,783/
RMB1,960,783
100.00% – Design, research,
development and
sales of chips
products
2023, 2024 and
2025: Shanghai
Xuanhe Certified
Public
Accountants
(General
Partnership)*
(ࢪࠇ
ה(౷ஷΥྫ))
HongKong SENASIC
Electronic Limited*
ʮ
̡ (i)
Hongkong
25 April 2025
HKD10,000/
HKD10,000
100.00% – Holding and
trading Company
N/A
Viatire Tech SDIV .
BHD. (i)
Malaysia
14 May 2025
RM10,536,438/
RM10,536,338
– 51.00% Manufacturing and
sales of chip
products
N/A
Shanghai Xinruichuang
Electronic Technology
Co., Ltd.ቚ௴ཥɿ
ʮ̡ (i)
The PRC
5 August 2025
RMB10,000,000/
Nil
100.00% – Design, research
and development
of chips products
N/A
Notes:
(i) No audited financial statements have been prepared for the relevant periods as they either have not carried on any
business since the date of incorporation or not subject to statutory audit requirements under the relevant rules and
regulations in the jurisdiction of incorporation.
* The English translation of all above companies is for reference only. The official names of the companies established
in the PRC are in Chinese.
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 302 ---
All companies comprising the Group have adopted 31 December as their financial year end date.
The Historical Financial Information has been prepared assuming the Group will continue as a going concern notwithstanding
that the Group recorded net liabilities of RMB1,479,012,000 as at 31 December 2025, which is primarily due to financial instruments
issued to investors totaling RMB2,048,272,000 (see Note 26). The redemption rights will be unconditionally terminated upon the
qualified initial public offering of the Company’s shares and the financial instruments issued to investors would be converted into
equity accordingly, resulting in a change from net liabilities to net assets. Taking the above into consideration, and together with the
Group’s cash flow forecast for the next twelve months from 31 December 2025, the directors of the Company are of the opinion that
the Group is able to meet in full its financial obligations as they fall due for at least the next twelve months from 31 December 2025.
Accordingly, the directors of the Company consider it is appropriate to prepare the Historical Financial Information on a going
concern basis.
The Historical Financial Information has been prepared in accordance with all applicable HKFRS Accounting Standards,
which collective term includes all applicable individual Hong Kong Financial Reporting Standards (“HKFRSs”), Hong Kong
Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”). Further details of the material accounting policy information are set out in Note 2.
The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose of preparing the
Historical Financial Information, the Group has adopted all applicable new and revised HKFRS Accounting Standards to the Track
Record Period, except for any new standards or interpretations that are not yet effective for the Track Record Period. The revised
and new accounting standards and interpretations issued but not yet effective for the Track Record Period are set out in Note 32.
The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial
Information.
The Historical Financial Information are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand
(RMB’000) except when otherwise indicated.
2 MATERIAL ACCOUNTING POLICY INFORMATION
(a) Basis of measurement
The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis except the
financial assets and liabilities measured at FVPL, the financial assets measured at FVOCI are stated at their fair values as explained
in Note 2(e).
(b) Use of estimates and judgments
The preparation of Historical Financial Information in conformity with HKFRS Accounting Standards requires management
to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
Judgments made by management in the application of HKFRS Accounting Standards that have significant effect on the
financial statements and major sources of estimation uncertainty are discussed in Note 3.
(c) Subsidiaries and non-controlling interests
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the
date on which control ceases.
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains
or losses) arising from intra-group transactions, are eliminated. Unrealised losses resulting from intra-group transactions are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
For each business combination, the Group can elect to measure any non-controlling interests (“NCI”) either at fair value or
at the NCI’s proportionate share of the subsidiary’s net identifiable assets.
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NCI are presented in the consolidated statement of financial position within equity, separately from equity attributable to the
equity shareholders of the Company. NCI in the results of the Group are presented on the face of the consolidated statement of profit
or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year
between NCI and the equity shareholders of the Company.
Loans from holders of NCI and other contractual obligations towards these holders are presented as financial liabilities in the
consolidated statement of financial position in accordance with Notes 2(n) or 2(p) depending on the nature of the liability.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI
and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in that former
subsidiary is measured at fair value when control is lost.
In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see
Note 2(i)(ii)), unless it is classified as held for sale (or included in a disposal group classified as held for sale).
(d) Goodwill
Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses and is tested annually for
impairment (see Note 3(a)(i)).
(e) Other investments in securities
The Group’s policies for investments in securities, other than investments in subsidiaries, associates and joint ventures, are
set out below.
Investments in securities are recognised/derecognised on the date the Group commits to purchase/sell the investment. The
investments are initially stated at fair value plus directly attributable transaction costs, except for those investments measured at fair
value through profit or loss for which transaction costs are recognised directly in profit or loss. For an explanation of how the Group
determines fair value of financial instruments, see Note 29(e). These investments are subsequently accounted for as follows,
depending on their classification.
(i) Non-equity investments
Non-equity investments are classified into one of the following measurement categories:
– Amortised cost, if the investment is held for the collection of contractual cash flows which represent solely
payments of principal and interest. Expected credit losses, interest income calculated using the effective interest
method (see Note 2(t)(ii)), foreign exchange gains and losses are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
– Fair value through other comprehensive income (“FVOCI”) – recycling, if the contractual cash flows of the
investment comprise solely payments of principal and interest and the investment is held within a business
model whose objective is achieved by both the collection of contractual cash flows and sale. Expected credit
losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses
are recognised in profit or loss and computed in the same manner as if the financial asset was measured at
amortised cost. The difference between the fair value and the amortised cost is recognised in OCI. When the
investment is derecognised, the amount accumulated in OCI is recycled from equity to profit or loss.
– Fair value through profit or loss (“FVPL”) if the investment does not meet the criteria for being measured at
amortised cost or FVOCI (recycling). Changes in the fair value of the investment (including interest) are
recognised in profit or loss.
(ii) Equity investments
An investment in equity securities is classified as FVPL, unless the investment is not held for trading purposes and
on initial recognition the Group makes an irrevocable election to designate the investment at FVOCI (non-recycling) such that
subsequent changes in fair value are recognised in OCI. Such elections are made on an instrument-by-instrument basis, but
may only be made if the investment meets the definition of equity from the issuer’s perspective. If such election is made for
a particular investment, at the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is transferred
to retained earnings and not recycled through profit or loss. Dividends from an investment in equity securities, irrespective
of whether classified as at FVPL or FVOCI, are recognised in profit or loss as other income.
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(f) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note 2(i)(ii)).
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components).
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is calculated to write-off the cost or valuation of items of property, plant and equipment less their estimated
residual values, if any, using the straight-line method over their estimated useful lives and is generally recognised in profit or loss.
The estimated useful lives for the current and comparative periods are as follows:
– Equipment and machinery 5 years
– V ehicles 4 years
– Office equipment and furniture 3-5 years
– Leasehold improvements Shorter of useful lives or lease term
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Construction in progress represents property, plant and equipment under construction and equipment pending installation, and
is stated at cost less impairment losses (see Note 2(i)(ii)). Capitalisation of construction in progress costs ceases and the construction
in progress is transferred to property, plant and equipment when substantially all of the activities necessary to prepare the assets for
their intended use are completed.
No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended
use.
(g) Intangible assets (other than goodwill)
Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if
the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits
are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the resulting asset.
Otherwise, it is recognised in profit or loss as incurred. Capitalised development expenditure is subsequently measured at cost less
accumulated amortisation and any accumulated impairment losses.
Other Intangible assets, including software and trademark that are acquired by the Group are stated at cost less accumulated
amortisation (where the estimated useful life is finite) and impairment losses (see Note 2(i)(ii)).
Amortisation is calculated to write-off the cost of intangible assets less their estimated residual values using the straight line
method over their estimated useful lives, if any, and is generally recognised in profit or loss.
The estimated useful lives for the current and comparative periods are as follows:
Software 3-10 years
Trademark 5 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(h) Leased assets
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed
where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits
from that use.
(i) As a lessee
Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate
non-lease components and accounts for each lease component and any associated non-lease components as a single lease
component for all leases.
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term
leases that have a lease term of 12 months or less and leases of low-value items which, for the Group are primarily staff
dormitories. When the Group enters into a lease in respect of a low-value item, the Group decides whether to capitalise the
lease on a lease-by-lease basis. If not capitalised, the associated lease payments are recognised in profit or loss on a systematic
basis over the lease term.
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Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments
payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and
interest expense is recognised using the effective interest method. V ariable lease payments that do not depend on an index or
rate are not included in the measurement of the lease liability and hence are charged to profit or loss incurred.
The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less
accumulated depreciation and impairment losses (see Note 2(i)(ii)).
Refundable rental deposits are accounted for separately from the right-of-use assets in accordance with the accounting
policy applicable to investments in non-equity securities carried at amortised cost. Any excess of the nominal value over the
initial fair value of the deposits is accounted for as additional lease payments made and is included in the cost of right-of-use
assets.
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index
or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee,
or if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease
liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease
or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted
for as a separate lease. In this case the lease liability is remeasured based on the revised lease payments and lease term using
a revised discount rate at the effective date of the modification.
In the consolidated statements of financial position, the current portion of long-term lease liabilities is determined as
the present value of contractual payments that are due to be settled within twelve months after the reporting period.
(i) Credit losses and impairment of assets
(i) Credit losses from financial instruments
The Group recognises a loss allowance for expected credit losses (“ECLs”) on:
– financial assets measured at amortised cost (including cash and cash equivalents, pledged bank deposits and
trade receivables and other receivables, which are held for the collection of contractual cash flows which
represent solely payments of principal and interest);
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present
value of all expected cash shortfalls between the contractual and expected amounts. The expected cash shortfalls are
discounted using the following rates if the effect is material:
– fixed-rate financial assets and trade and other receivables: effective interest rate determined at initial
recognition or an approximation there of;
– variable-rate financial assets: current effective interest rate.
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
ECLs are measured on the following bases:
– 12-month ECLs: these are the portion of ECLs that result from default events that are possible within the
12 months after the reporting date (or a shorter period if the expected life of the instrument is less than
12 months); and
– lifetime ECLs: these are the ECLs that result from all possible default events over the expected lives of
the items to which the ECL model applies.
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The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are
measured at 12-month ECLs:
– financial instruments that are determined to have low credit risk at the reporting date; and
– other financial instruments for which credit risk (i.e. the risk of default occurring over the expected life
of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs.
Significant increases in credit risk
When determining whether the credit risk of a financial instrument (including a loan commitment) has increased
significantly since initial recognition and when measuring ECLs, the Group considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on the Group’s historical experience and informed credit assessment, that includes
forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days
past due.
The Group considers a financial asset to be in default when:
– the debtor is unlikely to pay its credit obligations to the group in full, without recourse by the group to
actions such as realising security (if any is held); or
– the financial asset is 90 days past due.
The Group considers a financial instrument to have low credit risk when its credit risk rating is equivalent to
the globally understood definition of ‘investment grade’ in accordance with the globally understood definition or if an
external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty
has a strong financial position and there is no past due amounts.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since
initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The
Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their
carrying amount through a loss allowance account.
Credit-impaired financial assets
At each reporting date, the Group assesses whether a financial asset is credit impaired. A financial asset is
credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– significant financial difficulties of the debtor;
– a breach of contract, such as a default or being more than 90 days past due;
– the restructuring of a loan or advance by the Group on terms that the Group would not consider
otherwise;
– it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of
recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of
income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in
profit or loss in the period in which the recovery occurs.
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(ii) Impairment of other non-current assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and
other contract costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”s).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal.
V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the
extent that the resulting carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
(j) Inventories and other contract costs
(i) Inventories
Inventories are carried at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion
and other costs incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(ii) Other contract costs
Other contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a
contract with a customer which are not capitalised as inventory, property, plant and equipment (see Note 2(f)) or intangible
assets (see Note 2(g)).
Incremental costs of obtaining a contract, e.g. sales commissions, are capitalised if the costs relate to revenue which
will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract
are expensed when incurred.
Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically identifiable
anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are
expected to be recovered.
Otherwise, costs of fulfilling a contract, which are not capitalised as inventory, property, plant and equipment or
intangible assets, are expensed as incurred.
Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Amortisation of
capitalised contract costs is recognised in profit or loss when the revenue to which the asset relates is recognised
(see Note 2(t)(i)).
(k) Contract liabilities
A contract liability is recognised when the customer pays non-refundable consideration before the Group recognises the
related revenue (see Note 2(t)). A contract liability is also recognised if the Group has an unconditional right to receive
non-refundable consideration before the Group recognises the related revenue. In such latter cases, a corresponding receivable is also
recognised (see Note 2(l)).
(l) Trade and other receivables
A receivable is recognised when the Group has an unconditional right to receive consideration and only the passage of time
is required before payment of that consideration is due.
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Trade receivables that do not contain a significant financing component are initially measured at their transaction price. All
receivables are subsequently stated at amortised cost (see Note 2(i)(i)).
(m) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and short-term, highly liquid
investments that are readily convertible into known amounts of cash, and which are subject to an insignificant risk of changes in
value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral
part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the cash flow
statement. Cash and cash equivalents are assessed for ECL (see Note 2(i)(i)).
(n) Trade and other payables
Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other payables are
stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts.
(o) Financial instruments issued to investors with preferred rights
The Group recognises as a financial liability its obligation to purchase its own equity instruments for cash or another financial
asset. The financial liability is measured at the highest present value of the settlement amounts that can arise. Any changes in the
carrying amount of the financial liability arising from the remeasurement of the redemption amount is recognised in profit or loss.
The Group derecognises the financial liability when, and only when, the Group’s obligation is discharged, cancelled or has expired.
(p) Interest-bearing borrowings
Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequently, these borrowings are
stated at amortised cost using the effective interest method. Interest expense is recognised in accordance with Note 2(v).
(q) Employee benefits
(i) Short-term employee benefits and contributions to defined contribution retirement plans
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
Obligations for contributions to defined contribution retirement plans are expensed as the related service is provided.
(ii) Share-based payments
The grant-date fair value of equity-settled share-based payments granted to employees is measured using the binomial
lattice model. The amount is generally recognised as an expense, with a corresponding increase in equity, over the vesting
period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related
service conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that
meet the related service conditions at the vesting date.
(iii) Termination benefits
Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits
and when it recognises costs for a restructuring.
(r) Income tax
Income tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent that it relates
to a business combination, or items recognised directly in equity or in other comprehensive income (“OCI”).
Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any adjustments
to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate
of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates
enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences;
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– temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the Group
is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse
in the foreseeable future;
– taxable temporary differences arising on the initial recognition of goodwill; and
– those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two
model rules published by the Organisation for Economic Co-operation and Development.
The Group recognised deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and
right-of-use assets.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined
based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to
recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are
considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed
when the probability of future taxable profits improves.
Deferred tax assets and liabilities are offset only if certain criteria are met.
(s) Provisions and contingent liabilities
Generally provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market
assessment of the time value of money and the risks specific to the liability.
A provision for warranties is recognised when the underlying products or services are sold, based on historical warranty data
and a weighting of possible outcomes against their associated probabilities.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably,
the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible
obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also
disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate
asset is recognised for any expected reimbursement that would be virtually certain. The amount recognised for the reimbursement
is limited to the carrying amount of the provision.
(t) Revenue and other income
Income is classified by the Group as revenue when it arises from the sale of goods and the provision of services.
Further details of the Group’s revenue and other income recognition policies are as follows:
(i) Revenue from contracts with customers
The Group principally generates revenue from sales of Integrated Circuits (“ICs”) products. The Group is the principal
for its revenue transactions and recognises revenue on a gross basis. In determine whether the Group acts as principal or as
an agent, it considers whether it obtains control of the products before they are transferred to the customers. Control refers
to the Group’s ability to direct the use of and obtain substantially all of the remaining benefits from the products.
Revenue from sales of the Group’s products is recognised when the customer takes possession of and accepts the
products.
Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or any trade discounts.
(ii) Interest income
Interest income is recognised using the effective interest method. The “effective interest rate” is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the
financial asset. In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset
(when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent to initial
recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset.
If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
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(iii) Government grants
Government grants are recognised in the statements of financial position initially when there is reasonable assurance
that they will be received and that the Group will comply with the conditions attaching to them.
Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis
in the same periods in which the expenses are incurred.
Grants that compensate the Group for the cost of an asset are recognised initially as deferred income and amortised
as income in the profit or loss on a straight-line basis over the useful life of the related asset.
(u) Translation of foreign currencies
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange
rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into
the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are
measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign
currency differences are generally recognised in profit or loss.
(v) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes
a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing
costs are expensed in the period in which they are incurred.
(w) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same Group (which means that each parent, subsidiary and fellow
subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of
a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity, and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related
to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the
Group or to the Group’s parent.
Close members of the family of a person are those family members who may be expected to influence, or be influenced by,
that person in their dealings with the entity.
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(x) Segment reporting
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the
financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources
to, and assessing the performance of, the Group’s various lines of business and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar
economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type
or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory
environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.
3 ACCOUNTING JUDGEMENTS AND ESTIMATES
(a) Source of estimation uncertainty
Note 29 contain information about the assumptions and their risk factors relating to valuation of fair value of financial assets.
Other significant sources of estimation uncertainty are as follows:
(i) Impairment of goodwill
The Group determines whether goodwill acquired through business combinations is impaired at least on an annual
basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. An
impairment loss is recognised in profit or loss if the carrying amount of the goodwill, or the cash-generating units to which
it belongs, exceeds their recoverable amount. Further details are disclosed in Note 15.
4 REVENUE AND SEGMENT REPORTING
(a) Revenue
(i) Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major business line is set out below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers within the
scope of HKFRS 15
Sales of ICs products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,116 346,118 475,097
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100367 1,422 2,764
223,483 347,540 477,861
Disaggregation of the Group’s revenue from contracts with customers by the timing of revenue recognition is set out
below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Point-in-time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 347,540 477,861
(ii) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting
date.
The Group has applied the practical expedient in paragraph 121(a) of HKFRS 15 to its sales contracts for products that
the Group will be entitled to when it satisfies the remaining performance obligations under the contracts for sales of products
that had an original expected duration of one year or less.
(b) Segment reporting
HKFRS 8, Operating Segments , requires identification and disclosure of operating segment information based on internal
financial reports that are regularly reviewed by the Group’s chief operating decision maker for the purpose of resources allocation
and performance assessment. On this basis, the Group has determined that it only has one operating segment which is the sales of
chip products during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 312 ---
(i) Geographic information
The following table sets out information about the geographical location of the Group’s revenue from external
customers. The revenue is mainly generated from Chinese Mainland and rest of Asia, such as Taiwan, Malaysia and India
during the Track Record Period, and the geographical location of customers is based on the location at which the products
were sold.
Y ears ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,469 347,496 476,239
Rest of Asia /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 44 1,622
223,483 347,540 477,861
During the Track Record Period, all of the Group’s specified non-current assets are physically located in the Chinese
mainland, except that one newly leased office and its related leasehold improvements amounting to RMB3,076,000 were located in
Malaysia as of 31 December 2025.
(ii) Information about major customers
Revenue from each major customer which accounted for 10% or more of the Group’s revenue during the Track Record
Period is set out below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 87,554 152,440
* Less than 10% of the Group’s revenue in the respective year.
5 OTHER NET (LOSSES)/INCOME
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815
Net realised and unrealised (losses)/gain on financial assets
measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586
Net loss on disposal of property, plant and equipment /H1100/H1100/H1100/H1100(6) (183) –
Government grants (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621
Net foreign exchange loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151)
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393)
(1,376) (1,805) 5,478
Note: Government grants primarily comprise subsidies received for the encouragement of research and development projects.
6 LOSS BEFORE TAXATION
Loss before taxation is arrived at after charging:
(a) Finance costs:
Y ear ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Changes in the carrying amount of liabilities
recognised for financial instruments issued to
investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 164,506 251,161 282,288
Interest on
– loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 1,913 95 647
– lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 318 203 155
Total finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100166,737 251,459 283,090
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 313 ---
(b) Staff costs:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101,251 102,264 107,551
Contributions to defined contribution retirement plans (i) /H1100/H11008,571 8,862 8,861
Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176
113,641 114,104 118,588
(i) Defined contribution retirement plans
Employees of the Company and its subsidiaries are required to participate in a defined contribution retirement scheme
administered and operated by the local municipal government. The Company and its subsidiaries contribute funds which are
calculated on certain percentages of the average employee salary as agreed by the local municipal government to the scheme
to fund the retirement benefits of the employees.
The Group has no other material obligation for the payment of retirement benefits associated with the scheme beyond
the annual contributions described above.
(c) Other items:
Y ear ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) 183,562 276,457 343,592
Depreciation:
– owned property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H110011 4,929 6,518 6,638
– right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 4,303 4,359 4,710
Research and development costs (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 107,901 101,531
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224
Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 2,334 1,984 1,688
(i) During the years ended 31 December 2023, 2024 and 2025, research and development costs include staff costs of
RMB74,127,000, RMB71,770,000, and RMB67,744,000, respectively, which amounts are also included in the
respective total amounts disclosed separately above.
7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
(a) Taxation in the consolidated statements of profit or loss and other comprehensive income represents:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax:
Provision for PRC income tax for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100401 – –
Deferred tax:
Origination and reversal of temporary differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –
401 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 314 ---
(b) Reconciliation between tax expense and accounting loss at applicable tax rates:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564)
Notional tax on loss before taxation, calculated at the rates
applicable to the jurisdictions concerned (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(88,850) (87,835) (82,627)
Effect of preferential tax rate (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,540 35,134 32,905
Effect of additional deduction on research and development
costs (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,674) (14,281) (15,228)
Tax effect of changes in the carrying amount of liabilities
recognised for financial instruments issued to investors /H1100 24,676 37,674 42,343
Tax effect of impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,420 – –
Tax effect of other non-deductible expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100648 659 407
Effect of deferred tax assets in respect of temporary
differences and tax losses not recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,641 28,649 22,200
Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 0 1––
(i) Pursuant to the Enterprise Income Tax (the “EIT”) Law of the PRC (the “EIT Law”), the Company and its subsidiaries
established and operated in the PRC are liable to EIT at a rate of 25% unless otherwise specified.
According to the relevant tax rules in Malaysia, the Company’s subsidiary Viatire Tech SDIV . BHD. established and
operated in Malaysia is liable to EIT at a rate of 24%.
(ii) According to the EIT Law and its relevant regulations, entities that qualified as high-technology enterprise are entitled
to a preferential income tax rate of 15%. The Company obtained the certificate of high-technology enterprise in 2020
and renewed in 2023 and is subject to income tax rate at 15% during the Track Record Period. The Company’s
subsidiary, Shanghai SENASIC Electronics Technology Co., Ltd. obtained the certificate of high-technology enterprise
on 15 November 2023 and is subject to income tax rate at 15% from 1 January 2023 to 31 December 2025. The
Company’s subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. obtained the certificate of high-
technology enterprise in 2018 and renewed in 2021 and 2024 respectively and is subject to income tax rate at 15%
during the Track Record Period.
(iii) Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for qualified research
and development costs during the Track Record Period.
(c) Deferred tax assets not recognised:
In accordance with the accounting policy set out in Note 2(r), as at 31 December 2023, 2024 and 2025, the Group has not
recognised deferred tax assets in respect of cumulative tax losses of RMB508,822,000, RMB693,661,000 and RMB817,654,000 and
temporary differences of RMB36,865,000, RMB43,017,000 and RMB60,946,000 respectively as they have been loss-making for
years and it is not considered probable that taxable profits in foreseeable future will be available against which the tax losses can
be utilised. The tax losses arising from operations in Chinese mainland can be carried forward to offset against taxable profits of
subsequent years for up to ten years from the year in which they arose.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 315 ---
8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
Directors’ and supervisors’ emoluments disclosed as follows:
Y ear ended 31 December 2023
2023
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-Total
Equity-settled
share-based
payments (l) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 708 73 70 851 – 851
Zhu Shouteng ( ϡςᙜ) (d) /H1100/H1100– 855 300 70 1,225 161 1,386
Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 831 124 70 1,025 102 1,127
Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 780 81 70 931 – 931
Non-executive directors
Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – –
Y ang Y uankui (۲)e) /H1100/H1100–– – – – – –
Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – –
Yu We i (ਃ) (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – –
Wang Huadong (؇)b) /H1100 –– – – – – –
Supervisor
Xu Jianming (׼ܔࢱ)H1100/H1100/H1100/H1100/H1100–– – – – – –
– 3,174 578 280 4,032 263 4,295
Y ear ended 31 December 2024
2024
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-Total
Equity-settled
share-based
payments (l) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 732 68 73 873 – 873
Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 963 211 73 1,247 162 1,409
Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 865 144 73 1,082 102 1,184
Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 807 74 73 954 – 954
Non-executive directors
Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – –
Y ang Y uankui (۲)H1100/H1100/H1100/H1100–– – – – – –
Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – –
Supervisors
Liu Y ong (ۇ)f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 544 80 73 697 – 697
Pu Xiaofei (࠭)g) /H1100/H1100/H1100/H1100– 984 273 73 1,330 – 1,330
Qian Zhou ( ፺մ) (h) /H1100/H1100/H1100/H1100/H1100– 664 187 73 924 5 929
Xu Jianming (׼ܔࢱ)c) /H1100/H1100/H1100–– – – – – –
– 5,559 1,037 511 7,107 269 7,376
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 316 ---
Y ear ended 31 December 2025
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-Total
Equity-settled
share-based
payments (l) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 522 202 73 797 – 797
Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 706 344 73 1,123 161 1,284
Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100– 892 96 73 1,061 102 1,163
Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 542 223 73 838 – 838
Non-executive directors
Sha Chongjiu (ɘ) /H1100/H1100/H1100/H1100–– – – – – –
Wang Lin (؍)i)(k) /H1100/H1100/H1100/H1100–– – – – – –
Y ang Y uankui (۲)k) /H1100/H1100–– – – – – –
Chen Yifan ( ௓ఠω) (j) /H1100/H1100/H1100/H1100–– – – – – –
Ju Hua ( ᒴዏ) (k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – –
Independent non-executive
directors
Chu Xiaowen ( Ⴃወ˖) (k) /H1100/H1100–– – – – – –
Cheung Suet Fong (ٹ)
k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – –
Jie Donghui (ሾ) (k) /H1100/H1100/H1100–– – – – – –
Supervisors
Liu Y ong (ۇ)k) /H1100/H1100/H1100/H1100/H1100/H1100– 388 293 73 754 – 754
Pu Xiaofei (࠭)k) /H1100/H1100/H1100/H1100– 790 534 73 1,397 – 1,397
Qian Zhou ( ፺մ) (k) /H1100/H1100/H1100/H1100/H1100/H1100– 687 137 73 897 5 902
– 4,527 1,829 511 6,867 268 7,135
Notes:
(a) Y u Wei (ਃ) was appointed as a non-executive director of the Company in September 2021 and resigned in July 2023.
(b) Wang Huadong (؇was appointed as a non-executive director of the Company in September 2021 and resigned
in July 2023.
(c) Xu Jianming (׼ܔࢱwas appointed as a non-executive director of the Company in August 2018 and resigned in
October 2024.
(d) Zhu Shouteng ( ϡςᙜ) was appointed as an executive director of the Company in June 2023.
(e) Y ang Y uankui (۲was appointed as a non-executive director of the Company in June 2023.
(f) Liu Y ong (ۇwas appointed as a supervisor of the Company in October 2024.
(g) Pu Xiaofei (࠭was appointed as a supervisor of the Company in October 2024.
(h) Qian Zhou ( ፺մ) was appointed as a supervisor of the Company in October 2024.
(i) Wang Lin (؍was appointed as a non-executive director of the Company in May 2025.
(j) Chen Yifan ( ௓ఠω) was appointed as a non-executive director of the Company in September 2021 and resigned in
May 2025.
(k) Y ang Y uankui (۲Wang Lin (؍Liu Y ong (ۇPu Xiaofei (࠭and Qian Zhou ( ፺մ) resigned in
August 2025; Ju Hua ( ᒴዏ) was appointed and took effect as non-executive director in August 2025; Chu Xiaowen
(Ⴃወ˖), Cheung Suet Fong (ٹand Jie Donghui (ሾ) were appointed and took effect as independent
non-executive directors in August 2025.
(l) These represent the estimated value of share-based payment granted to the directors under the Company’s share-based
payment scheme. The value of these share-based payment is measured according to the Group’s accounting policies
for share-based payment transactions as set out in Note 2(q)(ii) and, in accordance with that policy, includes
adjustments to reverse amounts accrued in previous years where grants of equity instruments are forfeited prior to
vesting. The details of share-based payment, including the principal terms and the granted numbers, are disclosed in
Note 27.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 317 ---
During the Track Record Period, no director or supervisor has waived or agreed to waive any emoluments and no amounts
were paid or payable by the Group to the directors, supervisor and the chief executive as an inducement to join or upon joining the
Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group.
9 INDIVIDUALS WITH HIGHEST EMOLUMENTS
For the five individuals with the highest emoluments of the Group for the years ended 31 December 2023, 2024 and 2025,
nil, nil and nil individuals’ emoluments are disclosed in Note 8 and the emoluments in respect of the remaining five, five and five
individuals during the Track Record Period are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowance and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,983 6,077 5,385
Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,321 1,771 3,392
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 364 367
Equity-settled share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,236 1,687 902
10,890 9,899 10,046
The emoluments of the individuals who are not director/supervisor and with the highest emoluments are within the following
bands:
Y ear ended 31 December
2023 2024 2025
Number of
individuals
Number of
individuals
Number of
individuals
HK$
1,500,001 – 2,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001–3
2,000,001 – 2,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015–
2,500,001 – 3,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003–2
During the Track Record Period, no amounts were paid or payable by the Group to the above non-director/supervisor highest
paid individuals as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with
the management of the affairs of any member of the Group.
10 LOSS PER SHARE
(a) Basic loss per share
The calculation of basic loss per share during the Track Record Period is based on the loss attributable to ordinary equity
shareholders of the Company and the weighted average number of ordinary shares in issue or deemed to be in issue.
As disclosed Note 28(d), the Company was converted into a joint stock limited liability company and issued 15,811,430 shares
with the par value of RMB1.00 each in November 2024. For the purpose of computing basic and diluted loss per share. the weighted
average number of ordinary shares deemed to be in issue before the Company conversion into a joint stock limited liability company
was determined assuming the conversion into joint stock limited liability company had occurred since 1 January 2023, at the
exchange ratio established in the conversion in November 2024.
In addition, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 each in August
2025. Accordingly, the weighted average number of ordinary shares has also been adjusted retrospectively from 1 January 2023 for
such share subdivision.
(i) Loss for the year attributable to ordinary equity shareholders of the Company
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss for the year attributable to all equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821)
Allocation of loss for the year attributable to the
ordinary shares with redemption rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222,827 234,450 225,829
Loss for the year attributable to ordinary equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(132,974) (116,889) (103,992)
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 318 ---
(ii) Weighted average number of ordinary shares in issue or deemed to be in issue
Y ear ended 31 December
2023 2024 2025
’000 ’000 ’000
Ordinary shares in issue or (deemed to be) in issue at
January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,805 15,183 16,147
Effect of ordinary shares issued or deemed to be
issued /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,083 310 57
Effect of ordinary shares with redemption rights
(Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,697) (10,339) (11,095)
Effect of share subdivision (Note 28(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,616 97,937 97,071
Weighted average number of ordinary shares
(deemed to be) in issue at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100103,807 103,091 102,180
(b) Diluted loss per share
Ordinary shares with redemption rights (Note 26) were not included in the calculation of diluted loss per share as their
inclusion would have been anti-dilutive. Accordingly, diluted loss per share were the same as basic loss per share for the respective
years.
11 PROPERTY, PLANT AND EQUIPMENT
Equipment and
machinery
Office
equipment and
furniture Vehicles
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,602 1,950 1,168 2,555 4,649 25,924
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100376 13 – 5,225 66 5,680
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,720 131 – (6,688) 1,837 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (31) – – – (31)
At 31 December 2023 and
1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,698 2,063 1,168 1,092 6,552 31,573
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,249 906 – 6,222 12 8,389
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,757 380 – (7,314) 177 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,180) (278) – – – (4,458)
At 31 December 2024 and
1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,524 3,071 1,168 – 6,741 35,504
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,104 331 – 2,045 – 7,480
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (2,045) 2,045 –
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(156) (234) – – – (390)
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,472 3,168 1,168 – 8,786 42,594--------- --------- --------- --------- --------- ---------
Accumulated depreciation:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,053) (1,159) (343) – (1,953) (7,508)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,991) (251) (305) – (1,382) (4,929)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100–2 5 – – – 2 5
At 31 December 2023 and
1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,044) (1,385) (648) – (3,335) (12,412)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,238) (462) (278) – (1,540) (6,518)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11001,880 203 – – – 2,083
At 31 December 2024 and
1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,402) (1,644) (926) – (4,875) (16,847)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,830) (354) (191) – (1,263) (6,638)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100101 211 – – – 312
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,131) (1,787) (1,117) – (6,138) (23,173)--------- --------- --------- --------- --------- ---------
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 319 ---
Equipment and
machinery
Office
equipment and
furniture Vehicles
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Provision for impairment:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – –
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192)
At 31 December 2023 and
1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11002,192 – – – – 2,192
At 31 December 2024, 1 January
2025 and 31 December 2025 /H1100/H1100–– – – – –--------- --------- --------- --------- --------- ---------
Net book value:
At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 678 520 1,092 3,217 16,969
At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,122 1,427 242 – 1,866 18,657
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,341 1,381 51 – 2,648 19,421
The Group assessed the recoverable amounts of several machines and as a result the carrying amount of the machines was
written down to their recoverable amount of zero due to obsolescence. An impairment loss of RMB2,192,000 was recognised in profit
or loss for the year ended 31 December 2023.
12 RIGHT-OF-USE ASSETS
Properties leased for
own use carried at
cost (a)
RMB’000
Cost:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,453
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,667
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,096)
At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,024
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100449
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667)
At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,806
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,173
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,415)
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,564
Accumulated depreciation:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,298)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,303)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,096
At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,505)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,359)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,667
At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,197)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,710)
Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,415
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,492)--------------
Net book value:
At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519
At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,609
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,072
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 320 ---
The analysis of expense items in relation to leases recognised in profit or loss is as follows:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of right-of-use assets by class of
underlying asset:
Properties leased for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,303 4,359 4,710
Interest on lease liabilities (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100318 203 155
Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 –
During the years ended 31 December 2023, 2024 and 2025, additions to right-of-use assets of the Group were RMB2,667,000
and RMB449,000 and RMB8,173,000 respectively. This amount was primarily related to the capitalised lease payments payable
under new tenancy agreements.
Details of total cash outflow for leases, the maturity analysis of lease liabilities and the future cash outflows arising from
leases are set out in Notes 21(d), 24 and 29(b), respectively.
(a) Properties leased for own use
The Group has obtained the right to use properties through tenancy agreements. The leases typically run for an initial period
of 1 to 4 years.
13 INTANGIBLE ASSETS
Trademark Software Total
RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,240 8,340
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 330 330
At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,570 8,670
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 376 376
At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,946 9,046
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,215 3,215
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 11,161 12,261------------ ------------ ------------
Accumulated amortisation:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(140) (1,688) (1,828)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (2,094) (2,334)
At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(380) (3,782) (4,162)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,744) (1,984)
At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(620) (5,526) (6,146)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,448) (1,688)
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(860) (6,974) (7,834)------------ ------------ ------------
Net book value:
At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100720 3,788 4,508
At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480 2,420 2,900
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100240 4,187 4,427
14 OTHER NON-CURRENT ASSETS
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments for property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100374 150 –
Rental deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,455 1,458 1,713
1,829 1,608 1,713
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 321 ---
15 GOODWILL
RMB’000
Cost:
At 1 January 2023, 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,136
Accumulated impairment losses:
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–
Impairment losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136)
At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136)
Carrying amount:
At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–
The Group’s goodwill was generated from the acquisition of Gainsil Semiconductor Technology (Shanghai) Co., Ltd.
(“Gainsil”) in 2022.
On 1 March 2022, the Group entered into a share purchase agreement with third parties, namely Liaoning Kelong Fine
Chemical, Inc., Zhang Zhicai and Jiang Y ujun, pursuant to which the Group agreed to acquire 76.90% of issued shares of Gainsil.
The Company obtained the control of Gainsil on 26 May 2022. The transaction was completed with a total consideration of
RMB118,181,000 and goodwill amounting to RMB76,136,000 was recognised.
In October 2022, the Group entered into another share purchase agreement with third parties, Shanghai Y urong Electronic
Technology Service Department, Shenzhen Huaqiu Electronics Co., Ltd., Shenzhen Jialichuang Investment Co., Ltd. and Shanghai
Chansheng Semiconductor Technology Co., Ltd., pursuant to which the Group agreed to acquire the 23.1% non-controlling interests
of Gainsil. The transaction was completed with a total consideration of RMB 23,100,000. After the completion of the transaction,
the Group acquired 100% shareholdings of Gainsil. This transaction did not constitute a package deal with the acquisition mentioned
above.
Impairment tests for cash-generating units containing goodwill
The Group’s management performed an impairment assessment, assisted by an external valuer, to determine the recoverable
amount of cash generated unit (CGU) on goodwill as at 31 December 2023. Based on the management’s assessment result the Group
recognised an impairment loss of goodwill of RMB76,136,000 for the year ended 31 December 2023.
The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow
projections based on financial budgets approved by management covering a five-year period. The discount rate used is pre-tax and
reflect specific risks relating to the relevant industry, the CGU itself and macro-environment.
The key inputs and assumptions used in the impairment tests are as follows:
As at 31 December
2023
Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6%
Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2%
Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4%
16 INVESTMENTS IN SUBSIDIARIES
The Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investment in subsidiaries, original cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,281 176,281 206,281
Accumulated impairments loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(79,996) (79,996) (79,996)
61,285 96,285 126,285
Details of the subsidiaries are set out in Note 1.
As at 31 December 2023, based on the assessment of the Group, the carrying amount of the Company’s investment in
subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. exceeded its recoverable amount and an impairment loss of
RMB79,996,000 has been recognised.
APPENDIX I ACCOUNTANTS’ REPORT
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17 INVENTORIES
(a) Inventories in the statements of financial position comprise:
The Group
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424
Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494
Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006
128,233 156,650 234,924
The Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,657 15,737 22,537
Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,584 76,434 106,898
Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,023 28,927 63,329
93,264 121,098 192,764
(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of inventories used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,530 273,206 339,931
(Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,968) 3,251 3,661
183,562 276,457 343,592
18 TRADE AND OTHER RECEIV ABLES
The Group
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120
Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892
Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811
Other receivables and deposits, net of
loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128
126,741 107,348 196,348
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,956 70,991 160,222
Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,447 1,478 5,710
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,020 18,279 52,956
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,308 6,366 5,125
Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811
Other receivables and deposits, net of loss allowance /H1100/H1100/H1100/H110040,940 34,188 7,467
144,671 131,302 234,291
All of trade and other receivables of the Group are due from third parties and are expected to be recovered or
recognised as expenses within one year.
As of the end of each reporting period, the ageing analysis of trade receivables (which are included in trade and other
receivables) based on the invoice date and net of loss allowance, is as follows:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120
Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– –
65,299 79,595 160,120
Details on the Group’s credit policy and credit risk arising from trade receivables are set out in Note 29(a).
19 FINANCIAL ASSETS MEASURED AT FAIR V ALUE
(a) Financial assets measured at FVPL:
The Group
At 31 December
Financial assets at FVTPL 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current asset
Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – –
Current asset
Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048
The Company
At 31 December
Financial assets at FVTPL 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current asset
Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – –
Current asset
Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100213,272 254,674 50,048
The Group’s wealth management products were purchased from banks in the PRC with variable interest rate during the
Track Record Period and were fully recovered subsequently.
APPENDIX I ACCOUNTANTS’ REPORT
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20 PLEDGED BANK DEPOSITS
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015
As at 31 December 2023, 2024 and 2025, the Group’s pledged bank deposits included bill acceptance deposits, customs duty
payment guarantees, import guarantee deposits and supplier payment guarantee deposits, among which nil, RMB33,092,000 and
RMB19,857,000 is related to supplier payment guarantee deposits respectively.
21 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION
(a) Cash and cash equivalents and time deposits with banks comprise:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at bank and in hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158
(b) Reconciliation of loss before taxation to cash generated from operations:
Y ear ended 31 December
Note 2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564)
Adjustments for:
– Depreciation of property, plant and equipment /H1100 6(c) 4,929 6,518 6,638
– Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 4,303 4,359 4,710
– Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 2,334 1,984 1,688
– Net loss on disposal of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 6 183 –
– (Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) (3,968) 3,251 3,661
– Impairment losses of goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 76,136 – –
– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 166,737 251,459 283,090
– Interest income on time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1) (79) (78)
– Net realised and unrealised losses/(gain) on
financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 8,417 3,903 (2,586)
– Impairment losses (reversal)/recognised on
trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 (96) 142 813
– Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H11006(b) 3,819 2,978 2,176
– Impairment losses of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 2,192 – –
Changes in working capital:
Decrease/(increase) in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,227 (31,668) (81,935)
Decrease/(increase) in pledged bank deposit /H1100/H1100/H1100/H1100/H1100935 (31,909) 13,077
(Increase)/decrease in trade and other receivables /H1100/H1100 (47,911) 19,251 (86,305)
Increase/(decrease) in trade and other payables /H1100/H1100/H1100 30,991 (20,490) 12,316
Increase in other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3) (255)
Increase/(decrease) in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 (83)
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637)
APPENDIX I ACCOUNTANTS’ REPORT
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(c) Reconciliation of liabilities arising from financing activities:
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes.
Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the
Group’s cash flow statement as cash flows from financing activities.
Loans and
borrowings Lease liabilities
Financial
instruments issue
to investors Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 23) (Note 24) (Note 26)
At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,083 9,217 732,417 845,717----------- ----------- ----------- -----------
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,155) – (4,155)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (318) – (318)
Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H11005,000 – – 5,000
Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(110,996) – – (110,996)
Proceeds from the issue of financial
instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 407,900 407,900
Total changes from financing cash flows /H1100/H1100/H1100/H1100(105,996) (4,473) 407,900 297,431----------- ----------- ----------- -----------
Other changes:
Decrease in trade and other payables
(Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 75,000 75,000
Increase in lease liabilities from entering into
new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 2,667 – 2,667
Changes in the carrying amount of liabilities
recognised for financial instruments issued
to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 164,506 164,506
Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 318 – 2,231
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 2,985 239,506 244,404-----------
----------- ----------- -----------
At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552
Loans and
borrowings Lease liabilities
Financial
instruments issue
to investors Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 23) (Note 24) (Note 26)
At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552----------- ----------- ----------- -----------
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,576) – (4,576)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (203) – (203)
Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110012,008 – – 12,008
Proceeds from the issue of financial
instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 105,000 105,000
Total changes from financing cash flows /H1100/H1100/H1100/H110012,008 (4,779) 105,000 112,229----------- ----------- ----------- -----------
Other changes:
Increase in lease liabilities from entering into
new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 449 – 449
Changes in the carrying amount of liabilities
recognised for financial instruments issued
to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 251,161 251,161
Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 203 – 298
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 652 251,161 251,908-----------
----------- ----------- -----------
At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689
APPENDIX I ACCOUNTANTS’ REPORT
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Loans and
borrowings Lease liabilities
Financial
instruments issue
to investors Total
RMB’000 RMB’000 RMB’000 RMB’000
(Note 23) (Note 24) (Note 26)
At 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689----------- ----------- ----------- -----------
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,996) – (4,996)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (155) – (155)
Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110080,669 – – 80,669
Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,300) – – (12,300)
Total changes from financing cash flows /H1100/H1100/H1100/H110068,369 (5,151) – 63,218----------- ----------- ----------- -----------
Other changes:
Increase in lease liabilities from entering into
new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 8,173 – 8,173
Decrease in trade and other payables
(Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 30,000 30,000
Changes in the carrying amount of liabilities
recognised for financial instruments issued
to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 282,288 282,288
Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 155 – 802
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 8,328 312,288 321,263-----------
----------- ----------- -----------
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,119 6,779 2,048,272 2,136,170
(d) Total cash outflow for leases
Amounts included in the cash flow statement for leases comprise the following:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 –
Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,473 4,779 5,151
4,606 4,844 5,151
These amounts are related to lease rentals paid.
22 TRADE AND OTHER PAYABLES
The Group
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228
Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – –
Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535
Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447
Proceeds received in advance from the issue of financial
instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 –
Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661
86,818 96,328 79,060
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,050 32,100 28,737
Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – –
Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,032 11,734 19,218
Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 518 450
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,174 2,198 2,484
Proceeds received in advance from the issue of financial
instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 –
Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,354 3,960 1,261
90,825 80,510 52,150
(i) The Company received proceeds in advance from investors amounting to RMB30,000,000 during the year ended 31
December 2024, which is recorded in the trade and other payables at the end of the year end and subsequently
recognised as financial instruments issued to investors when shares with redemption rights issued to investors in 2025.
(ii) Contract liabilities
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,014 14,629 4,136
Net increase in contract liabilities during the year /H1100/H110014,629 4,136 3,661
Decrease in contract liabilities as a result of
recognising revenue during the year that was
included in the contract liabilities at the beginning
of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,014) (14,629) (4,136)
Balance at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661
(a) All trade and other payables of the Group are due to third parties and expected to be settled or recognised as income within
one year or are repayable on demand.
(b) As of the end of each reporting period, the ageing analysis of trade payables (which are included in trade and other payables),
based on the invoice date, is as follows:
The Group
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003
Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225
Over 2 years but less than 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92–
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9–
35,547 36,760 39,228
APPENDIX I ACCOUNTANTS’ REPORT
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23 LOANS AND BORROWINGS
(a) Loans and borrowings comprise:
The Group
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 81,119
Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 –
– 12,103 81,119
The Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank loans – supplier finance arrangement (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 19,725
Other bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 61,394
Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 –
– 12,103 81,119
(i) The Company has entered into supplier finance arrangements with bank for purchase of goods from a subsidiary, under
which the Company obtained extended credit in respect of the purchase from subsidiary. Under these arrangements,
the bank pays the subsidiary the amounts owed by the Company, which normally require advance payments before
delivery. The Company then settles with the bank 360 days after settlement by the bank with interest reference to
one-year Loan Prime Rate plus a specified basis points.
In the statement of financial position of the Company, the Company has presented the payables to the bank under these
arrangements as “loans and borrowings”, in view of the nature and function of such liabilities when compared with the
Company’s trade payables to the subsidiary. As at 31 December 2023, 2024 and 2025, the carrying amount of financial
liabilities under these arrangements amounted to nil, nil, and RMB19,725,000, respectively, all of which the subsidiary
have received payments from the bank.
(ii) As of 6 September 2024, the Group received a short-term interest-bearing loan of RMB12,008,000 from the Company’s
shareholders, Li Mengxiong and Li Shuguang, bearing interest at 2.5% per annum. The balance was fully repaid on
1 September 2025.
(b) As of the end of each reporting period, loans and borrowings were repayable as follows:
The Group and the Company
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year or on demand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Credit loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119
APPENDIX I ACCOUNTANTS’ REPORT
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24 LEASE LIABILITIES
As of the end of each reporting period, the lease liabilities were repayable as follows:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550------------ ------------ ------------
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,224 209 2,952
After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209 – 277
3,433 209 3,229------------ ------------ ------------
7,729 3,602 6,779
25 DEFERRED INCOME
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255
Government grants are related to assets which were obtained by the Group for the purposes of research and development
projects.
26 FINANCIAL INSTRUMENTS ISSUED TO INVESTORS
Redemption rights
Pursuant to the agreements signed before and during the Track Record Period between the Company and its investors, certain
investors were granted the right to require the Company to redeem their shares upon the occurrence of specified events, with the main
conditions being: (i) a qualified IPO does not occur before 31 December 2027; (ii) a material breach on the agreements by the
Company or the founders, of any of their representations, warranties or undertakings under the agreements; and (iii) a change in the
actual controllers of the Company.
The redemption price of the shares shall equal to the higher amount of (i) the aggregate of the original issue price plus an
amount accruing annually at 6% or 8% of the original issue price per annum plus all accumulated undistributed dividends; or (ii)
the fair market price of the original issue shares at the date of the redemption.
Presentation and classification
The Company recognise the financial instruments issued to investors as financial liabilities, because not all triggering events
mentioned in the key terms above are within the control of the Company and these financial instruments did not meet the definition
of equity for the Company. The financial liabilities are measured at the higher amount expected to be paid to the investors upon
redemption or liquidation which is assumed to be at the dates of issuance and at the end of each reporting period. Any changes in
the carrying amount of the financial liabilities were recorded in “Changes in carrying amount of liabilities recognised for financial
instruments issued to investors”. The related redemption options have been conditionally terminated before the submission of listing
application to the Hong Kong Stock Exchange (“HKSE”). Upon the qualified initial public offering of the Company’s shares, the
redemption rights will be unconditionally terminated and the financial instruments issued to investors would be converted into equity
accordingly.
The movements of the financial liabilities recognised for financial instruments issued to investors during the Track Record
Period are as follows:
The Group and the Company
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100732,417 1,379,823 1,735,984
Recognition of financial instruments issued to investors /H1100/H1100/H1100482,900 105,000 30,000
Changes in the carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272
APPENDIX I ACCOUNTANTS’ REPORT
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The fair market value of the shares were valued by the directors of the Company with reference to valuation reports carried
out by an independent qualified professional valuer. The Company used discounted cash flow method to determine the total share
value of the Company and applied the equity allocation model to determine the fair market value of the shares of relevant series at
the end of each reporting period upon redemption.
Key valuation assumptions used to determine the fair market value of the shares are as follows:
Y ear ended 31 December
2023 2024 2025
Risk-free rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% 1.2% 1.3%
V olatility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044.5% 46.6% 50.3%
27 EQUITY-SETTLED SHARE-BASED TRANSACTIONS
Restricted Share Incentive Plans
In December 2015, the Group adopted a Restricted Share Units (“RSUs”) Scheme for purpose of providing incentives to core
members of the management team and key employees. The participant of the RSUs Scheme invested in the Company by the way
of acquiring share capital of the Company through employee shareholding platforms (the “Platforms”).
The RSUs Scheme contains certain service conditions and non-market performance conditions. The vesting period is either
of the following scenarios: (i) The RSUs shall vest after two years since grant date. (ii) The RSUs shall vest after four years since
the grant date or after three years since the completion of initial public offering (“IPO”), subject to whichever is later.
If employments relationship of the grantees is terminated before the RSUs become vested, these employees have to transfer
out their equity interests at the initial purchase price paid by the grantees plus interest calculated based on the one-year LPR.
(i) The number of RSUs to the Group’s incentive employees is summarised as follows:
At 31 December
2023 2024 2025
Number of RSUs Number of RSUs Number of RSUs
Outstanding as at the beginning of
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100427,012 1,284,855 1,186,888
Effect of capital reserve converted into share capital
(Note 28(d)(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100866,393 – –
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,364 31,807 21,051
V ested/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,914) (83,464) (4,300)
Forfeited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (46,310) (45,368)
Outstanding as at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,284,855 1,186,888 1,158,271
(ii) Fair value of RSUs
The fair value of services received in return for RSUs is measured by reference to the fair value of RSUs granted. The
estimate of the fair value of the newly granted RSUs is measured based on an equity allocation model.
Y ear ended 31 December
Fair value of RSUs 2023 2024 2025
Fair value at grant date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB79.53 to
RMB80.28
RMB89.83 to
RMB92.06
RMB106.97
Subscription price /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB20.26 to
RMB22.32
RMB22.32 to
RMB22.33
RMB22.33
Expected dividend yield /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0%
APPENDIX I ACCOUNTANTS’ REPORT
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28 CAPITAL, RESERVES AND DIVIDENDS
(a) Movements in components of equity
The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out
in the consolidated statement of changes in equity. Details of the changes in the Company’s individual components of equity between
the beginning and the end of the year or period are set out below:
Note
Paid-in
capital Share capital
Capital
reserve
Share
premium
Accumulated
losses Total deficit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 28(c)) (Note 28(d))
(Note
28(e)(ii))
(Note
28(e)(i))
Balance at 1 January 2023 /H1100/H1100/H1100 3,939 – 5,323 – (487,531) (478,269)-------- -------- -------- -------- -------- --------
Loss and total comprehensive
income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (362,396) (362,396)
Capital injections from investors /H1100 793 – 482,107 – – 482,900
Recognition of financial
instruments issued to investors
as non-current liabilities /H1100/H1100/H1100/H110026 – – (482,900) – – (482,900)
Transfer of capital reverse to
paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – –
Equity-settled share-based
transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,819 – – 3,819--------
-------- -------- -------- -------- --------
Balance at 31 December 2023
and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H110015,183 – (2,102) – (849,927) (836,846)
-------- -------- -------- -------- -------- --------
Loss and total comprehensive
income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (348,979) (348,979)
Capital injections from
investors/shareholders /H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015
Recognition of financial
instruments issued to investors
as non-current liabilities /H1100/H1100/H1100/H110026 – – (105,000) – – (105,000)
Conversion to a joint stock
company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 –
Equity-settled share-based
transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,978 – – 2,978--------
-------- -------- -------- -------- --------
Balance at 31 December 2024
and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,048,526) 605,388 (726,841) (1,153,832)-------- -------- -------- -------- -------- --------
Loss and total comprehensive
income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (305,592) (305,592)
Capital injections from
shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 135 – 29,865 – 30,000
Recognition of financial
instruments issued to investors
as non-current liabilities /H1100/H1100/H1100/H110026 – – (30,000) – – (30,000)
Equity-settled share-based
transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,176 – – 2,176--------
-------- -------- -------- -------- --------
Balance at 31 December 2025 /H1100 – 16,282 (1,076,350) 635,253 (1,032,433) (1,457,248)
(b) Dividends
No dividends were paid or declared by the Company or any of its subsidiaries during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
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(c) Paid-in capital
Total
RMB’000
Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,939
Capital reserve transfer to paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451
Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100793
Balance at 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183
Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628
Conversion into a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(15,811)
Balance at 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–
(d) Share capital
Issued and fully paid:
Numbers of
ordinary shares Share capital
’000 RMB’000
Issued and fully paid
At 1 January 2023, 31 December 2023
and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––
Issue of ordinary shares upon conversion into a joint stock company (i) /H1100/H110015,811 15,811
Capital injection from shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100336 336
At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,147 16,147
Capital injection from shareholders (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100135 135
Share Subdivision (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309,353 –
At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,635 16,282
(i) In November 2024, the Company was converted into a joint stock company with limited liability under the Company
Law of the PRC. The net assets of the Company under the PRC GAAP as of the conversion base date were converted
into 15,811,430 ordinary shares at RMB1.00 each. The excess of net assets converted over nominal value of the
ordinary shares was credited to the Company’s share premium.
(ii) The Company received financing proceeds of RMB30,000,000 during the year ended 31 December 2024 from China
V enture Capital Xinzhi Equity Investment Fund (Guangzhou) Partnership (Limited Partnership) which was recorded
in trade and other payables as at 31 December 2024. The financing proceeds subsequently transferred to share capital
and share premium amounting to RMB135,000 and RMB29,865,000 respectively when shares issued to investors in
2025, and then recognised as financial instruments issued to investors.
(iii) In August 2025, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05
each.
(e) Nature and purpose of reserves
(i) Share premium
Under PRC rules and regulations, share premium is non-distributable other than in liquidation and may be utilised for
business expansion or converted into ordinary shares by the issuance of new shares to shareholders in proportion to their
existing shareholdings or by increasing the par value of the shares currently held by the shareholders.
(ii) Capital reserve
The capital reserve mainly comprises the following:
– the portion of the grant date fair value of RSUs granted to employees of the Group that has been recognised in
accordance with the accounting policy adopted for share-based payments in Note 2(q)(ii).
– amounts in relation to the recognition of the financial instruments issued to investors (see Note 26).
– the excess of the net contributions from the investors of the Company over the total paid-in capital issued.
APPENDIX I ACCOUNTANTS’ REPORT
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(f) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern,
so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services
commensurately with the level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher
shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound
capital position and makes adjustments to the capital structure in light of changes in economic conditions.
29 FINANCIAL RISK MANAGEMENT AND FAIR V ALUE OF FINANCIAL INSTRUMENTS
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business.
The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage
these risks are described below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the
Group. The Group’s credit risk is primarily attributable to trade and other receivables.
The Group’s exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits with
more than three months to maturity is limited because the counterparties are state-owned banks or reputable commercial banks for
which the Group considers to have low credit risk.
Trade receivables
The Group has established a credit risk management policy under which individual credit evaluations are performed
on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making
payments when due and current ability to pay and take into account information specific to the customer as well as pertaining
to the economic environment in which the customer operates. Trade receivables are due within 30 days to 90 days from the
date of billing. Normally, the Group does not obtain collateral from customers.
Significant concentrations of credit risk primarily arise when the Group has significant exposure to individual
customers. The trade receivables from the Group’s five largest customers at 31 December 2023, 2024 and 2025 represented
79%, 93% and 99% of the total trade receivables respectively, while 21%, 77% and 79% of the total trade receivables were
due from the largest single customer respectively.
The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated
using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns
for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s
different customer bases.
The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables:
2023
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 65,951 660
Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020% 10 2
Total 65,961 662
2024
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 80,399 804
Total 80,399 804
APPENDIX I ACCOUNTANTS’ REPORT
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2025
Expected loss rate
Gross carrying
amount Loss allowance
% RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 161,737 1,617
Total 161,737 1,617
Expected loss rates are based on actual loss experience over the past 36 months. These rates are adjusted to reflect
differences between economic conditions during the period over which the historic data has been collected, current conditions
and the Group’s view of economic conditions over the expected lives of the receivables.
Movement in the loss allowance account in respect of trade receivables during the Track Record Period is as follows:
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at 1 January /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(758) (662) (804)
Impairment losses reversal/(recognised) during the
year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 (142) (813)
Balance at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(662) (804) (1,617)
Other receivables and deposits
Credit risk in respect of other receivables and deposits is limited since the balance mainly includes deposits to
customers.
The Group measures loss allowances for other receivables and deposits at an amount equal to 12-month ECLs unless
there has been a significant increase in credit risk since initial recognition, in which case the loss allowance is measured at
an amount equal to lifetime ECLs. The Group assessed that there is no significant loss allowance recognised in accordance
with HKFRS 9 for other receivables and deposits as at 31 December 2023, 2024 and 2025.
(b) Liquidity risk
The Group’s policy is to regularly monitor liquidity requirements, and to ensure that it maintains sufficient reserves of cash
and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer
term.
The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s financial
liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates
or, if floating, based on rates current at the end of each reporting period) and the earliest date the Group can be required to pay.
At 31 December 2023
Contractual undiscounted cash outflow
Within 1 year
or on demand
More than
1 year but less
than 2 years
More than
2 year but less
than 5 years
More than
5 years Total
Balance sheet
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110086,818 – – – 86,818 86,818
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,493 3,285 211 – 7,989 7,729
Financial instruments issued
to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 – – – 1,379,823 1,379,823
1,471,134 3,285 211 – 1,474,630 1,474,370
APPENDIX I ACCOUNTANTS’ REPORT
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At 31 December 2024
Contractual undiscounted cash outflow
Within 1 year
or on demand
More than
1 year but less
than 2 years
More than
2 year but less
than 5 years
More than
5 years Total
Balance sheet
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,302 – – – 12,302 12,103
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110096,328 – – – 96,328 96,328
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,455 211 – – 3,666 3,602
Financial instruments issued to
investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,735,984 – – – 1,735,984 1,735,984
1,848,069 211 – – 1,848,280 1,848,017
At 31 December 2025
Contractual undiscounted cash outflow
Within 1 year
or on demand
More than
1 year but less
than 2 years
More than
2 year but less
than 5 years
More than
5 years Total
Balance sheet
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,564 – – – 82,564 81,119
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110079,060 – – – 79,060 79,060
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,695 2,999 279 – 6,973 6,779
Financial instruments issued to
investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,048,272 – – – 2,048,272 2,048,272
2,213,591 2,999 279 – 2,216,869 2,215,230
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates.
The Group’s interest rate risk arises primarily from cash at bank, pledged bank deposits and interest-bearing borrowings. The
Group’s interest-bearing financial instruments at variable rates as at 31 December 2023, 2024 and 2025 primarily are the cash at
bank, pledged bank deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of market
interest rate on these balances is not considered significant.
The Group’s interest rate profile as monitored by management is set out below.
The Group’s interest-bearing borrowings, lease liabilities, pledged bank deposits, time deposits and cash and cash equivalents
and interest rates at the end of each reporting period are set out as follows:
At 31 December
2023 2024 2025
Effective
interest rate RMB’000
Effective
interest rate RMB’000
Effective
interest rate RMB’000
Fixed rate instruments
Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.60% 3,001 2.60% 3,080 2.60% 3,158
Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2.50% (12,103) 1.55%-2.11% (81,119)
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.45%-3.65% (7,729) 3.1%-3.45% (3,602) 3.0%-3.55% (6,779)
(4,728) (12,625) (84,740)
Variable rate instruments
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.05%-2.80% 98,805 0.05%-1.00% 89,088 0.01%-0.45% 201,347
Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.20%-2.05% 3,183 1.25%-2.05% 35,092 0.05%-2.05% 22,015
101,988 124,180 223,362
APPENDIX I ACCOUNTANTS’ REPORT
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(i) Sensitivity analysis
At 31 December 2023, 2024 and 2025, it is estimated that a general increase/decrease of 100 basis points in interest
rates, with all other variables held constant, would have decrease/increase in the Group’s loss after tax and accumulated losses
as follows.
Increase/(decrease)
in basis points
(Decrease)/Increase
in loss after tax
for the year
(Decrease)/Increase
in accumulated losses
for the year
RMB’000 RMB’000
At 31 December 2023
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,020) (1,020)
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,020 1,020
At 31 December 2024
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,242) (1,242)
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,242 1,242
At 31 December 2025
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (2,234) (2,234)
Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 2,234 2,234
(d) Currency risk
The Group is exposed to currency risk primarily through purchases which give rise to payables and cash balances that are
denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions
relate. The currencies giving rise to this risk are primarily United States dollars.
Exposure to foreign currencies
2023 2024 2025
USD USD USD
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068 86 44,934
Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,995) (3,891) (1,103)
(1,927) (3,805) 43,831
(i) Sensitivity analysis
The following table indicates the instantaneous change in the Group’s loss after tax and accumulated losses that would
arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed
at that date, assuming all other risk variables remained constant.
Increase/ (decrease) in
foreign exchange rates
(Increase)/decrease on
loss after tax and
accumulated losses
RMB’000
At 31 December 2023
US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (96)
-5% 96
At 31 December 2024
US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (190)
-5% 190
At 31 December 2025
US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 2,192
-5% (2,192)
APPENDIX I ACCOUNTANTS’ REPORT
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(e) Fair value measurement
(i) Financial assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of each
reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair
value measurement . The level into which a fair value measurement is classified is determined with reference to the
observability and significance of the inputs used in the valuation technique as follows:
– Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted
prices in active markets for identical assets or liabilities at the
measurement date
– Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail
to meet Level 1, and not using significant unobservable inputs.
Unobservable inputs are inputs for which market data are not available
– Level 3 valuations: Fair value measured using significant unobservable inputs
The Group has a team performing valuations for the financial instruments categories into Level 3 of the fair
value hierarchy. The team reports directly to the chief financial officer. V aluation assessment with analysis of changes
in fair value measurement is prepared by the team at each reporting date and is reviewed and approved by the chief
financial officer.
Fair value at
31 December 2023
Fair value measurements as at 31 December 2023 categorised into
Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value
measurement
Financial assets at FVPL:
– Wealth management products /H1100 233,272 – – 233,272
– Unlisted equity security /H1100/H1100/H1100/H110010,037 – – 10,037
243,309 – – 243,309
Fair value at
31 December 2024
Fair value measurements as at 31 December 2024 categorised into
Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value
measurement
Financial assets at FVPL:
– Wealth management products /H1100 274,704 – – 274,704
Fair value at
31 December 2025
Fair value measurements as at 31 December 2025 categorised into
Level 1 Level 2 Level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value
measurement
Financial assets at FVPL:
– Wealth management products /H1100 50,048 – – 50,048
During the Track Record Period, there were no transfers between Level 1 and Level 2, or transfers into or out
of Level 3. The Group’s policy is to recognise transfers between levels of fair value hierarchy as at the end of each
reporting period in which they occur.
Information about Level 3 fair value measurements
The fair values of wealth management products have been estimated using a discounted cash flow valuation
model based on assumptions that are not supported by observable market prices or rates. The valuation requires the
directors of the Company to make estimates about the expected future cash flows including expected future interest
return on maturity of the wealth management products. The directors of the Company believe that the estimated fair
values resulting from the valuation technique are reasonable, and that they were the most appropriate values at the end
of each of the reporting period. The directors believes that any reasonably possible change in any of the key
assumptions would not cause significant change of the respective fair value amount of the wealth management
products.
APPENDIX I ACCOUNTANTS’ REPORT
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The fair values of unlisted equity security have been estimated using an adjusted latest round transaction price
that are not supported by observable market prices or rates. The valuation requires the directors of the Company to
make estimates about the discount factor. The directors of the Company believe that the estimated fair values resulting
from the valuation technique are reasonable, and that they were the most appropriate values at the end of each of the
reporting period. The directors of the Company believe that any reasonably possible change in any of the key
assumptions would not cause significant change of the respective fair value amount of the unlisted equity security.
Below is a summary of significant unobservable inputs to the valuation of these financial assets at FVPL
together at the end of each of the reporting period:
31 December 2023
Valuation techniques
Significant
unobservable inputs Range
Sensitivity of fair value
to the input
Wealth management products /H1100/H1100Discounted cash
flow method
Interest return
rate
1.30%-3.95% 0.05% increase/(decrease)
in interest return rate
would result in
increase/(decrease) in
fair value by
RMB25,118
Unlisted equity security /H1100/H1100/H1100/H1100/H1100Adjust recent
transaction price
Discount factor 47% 0.5% increase/(decrease)
in discount factor
would result in
decrease/(increase) in
fair value by
RMB100,000
31 December 2024
Valuation techniques
Significant
unobservable inputs Range
Sensitivity of fair value
to the input
Wealth management products /H1100/H1100Discounted cash
flow method
Interest return
rate
1.92%-2.40% 0.05% increase/(decrease)
in interest return rate
would result in
increase/(decrease) in
fair value by
RMB16,362
31 December 2025
Valuation techniques
Significant
unobservable inputs Range
Sensitivity of fair value
to the input
Wealth management products /H1100/H1100Discounted cash
flow method
Interest return
rate
0.60%-2.37% 0.05% increase/(decrease)
in interest return rate
would result in
increase/(decrease) in
fair value by
RMB1,096
The movement during the year in the balance of these Level 3 fair value measurements are as follows:
For the year ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 243,309 274,704
Purchase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100332,000 889,000 629,665
Changes in fair value recognised
in profit or loss during the year
(Note 5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586
Redemption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(80,274) (853,702) (856,907)
At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100243,309 274,704 50,048
(ii) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially different from
their fair values as at 31 December 2023, 2024 and 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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30 MATERIAL RELATED PARTY TRANSACTIONS
Names and relationship of the related parties that had material transactions with the Group during the Track Record Period
are disclosed as following:
Name of party Relationship
Li Mengxiong*
ҽྫྷඪ
Shareholder of the Company and key management of the Group
Li Shuguang*
ҽᏣΈ
Shareholder of the Company and key management of the Group
* During the Track Record Period, Li Mengxiong and Li Shuguang have acted in concert with each other.
** The English translation of these entities is for reference only. The official names of the entities established in the PRC
are in Chinese.
(a) Non-recurring transactions
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loans and borrowings borrowed from:
Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,454 –
Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,554 –
– 12,008 –
Loans and borrowings repaid to:
Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,660
Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,640
– – 12,300
(b) Balances with related parties
At 31 December 2023, 2024 and 2025, the Group had the following balances with related party:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-trade balance of loans and borrowings due to:
Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,521 –
Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,582 –
– 12,103 –
Loans and borrowings due to related parties bore interest at 2.5% per annum. The balances were fully repaid on 1 September
2025.
(c) Key management personnel remuneration
Remuneration for key management personnel of the Group, including amounts paid to the Group’s directors as disclosed in
Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows:
At 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,157 9,444 8,047
Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,899 2,268 4,257
Contributions to defined contribution retirement plan /H1100/H1100/H1100/H1100630 656 659
Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,499 1,951 1,165
15,185 14,319 14,128
APPENDIX I ACCOUNTANTS’ REPORT
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31 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD
On 25 April 2026, the Company adopted a share option scheme (the “2026 Pre-IPO Share Option Scheme”), pursuant to which
maximum number of new shares that may be issued under the scheme is 20,391,891. The options granted under the 2026 Pre-IPO
Share Option Scheme are subject to a vesting period, which commences on the date the relevant award agreement is signed and
expires 13 months after the date of the Company’s initial public offering and listing, and subject to other vesting conditions. The
grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly issued shares of the Company
at the exercise price of RMB10.15 per share.
32 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET
EFFECTIVE FOR THE TRACK RECORD PERIOD
Up to the date of this report, the HKICPA has issued a number of amendments, new standards and interpretations, which are
not yet effective for the Track Record Period and which have not been adopted in preparing the Historical Financial Information.
These developments include the followings:
Effective for accounting
periods beginning on
or after
Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments:
disclosures – Contracts Referencing Nature-dependent Electricity
1 January 2026
Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments:
disclosures – Amendments to the classification and measurement of financial instruments
1 January 2026
Annual improvements to HKFRS Accounting Standards – V olume 11 1 January 2026
HKFRS 18, Presentation and disclosure in financial statements 1 January 2027
HKFRS 19, Subsidiaries without public accountability: disclosures 1 January 2027
Amendments to HKAS 21, Translation to a hyperinflationary presentation currency 1 January 2027
Amendments to HKFRS 10 and HKAS 28, Sale or contribution of assets between an investor and
its associate or joint venture
To be determined
The Group is in the process of making an assessment of what the impact of these developments are expected to be in the period
of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated
financial statements of the Group except for the following:
HKFRS 18, Presentation and disclosure in financial statements
HKFRS 18 will replace HKAS 1 Presentation of financial statements and aims to improve the transparency and comparability
of information about an entity’s financial statements. HKFRS 18 is effective for annual reporting periods beginning on or after 1
January 2027 and is to be applied retrospectively
Among other changes, under HKFRS 18, entities are required to classify all income and expenses into five categories in the
statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities
are also required to provide specific disclosures about management-defined performance measures in a single note in the financial
statements.
The Group does not plan to early adopt HKFRS 18. HKFRS 18 will impact the presentation of financial statements and is not
expected to have significant impact on the financial performance and positions of the Group.
SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of its subsidiaries in
respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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The following information does not form part of the Accountants’ Report from the Company’ s
reporting accountants, KPMG, Certified Public Accountants, Hong Kong, as set out in Appendix I to this
prospectus, and is included for illustrative purposes only.
The unaudited pro forma financial information should be read in conjunction with the “Financial
Information” section in this prospectus and the Accountants’ Report set out in Appendix I to this
prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets of
SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries (the “Group”) prepared
in accordance with Rule 4.29 of the Listing Rules and with reference to Accounting Guideline 7
“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the
Hong Kong Institute of Certified Public Accountants is set out below to illustrate the effect of the Global
Offering on the consolidated net tangible assets attributable to equity shareholders of the Company as at
31 December 2025 as if the Global Offering had taken place on 31 December 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the
financial position of the Group had the Global Offering been completed as at 31 December 2025 or any
future date.
Consolidated net
tangible liabilities
attributable to the
equity shareholders
of the Company as
at 31 December
2025 (1)
Estimated net
proceeds from
the Global
Offering ( 2&5 )
Estimated
impact upon the
derecognition of
financial
instruments issued
to investors (3)
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to the
equity shareholders
of the Company
Unaudited pro forma
adjusted consolidated net
tangible assets attributable
to the equity shareholders
of the Company per
Share (4)
RMB’000 RMB’000 RMB’000 RMB’000 RMB (4) HK$(5)
Based on an Offer
Price of HK$18.36
per Offer Share /H1100/H1100/H1100(1,491,626) 802,908 2,048,272 1,359,554 3.59 4.13
Notes:
(1) The consolidated net tangible liabilities attributable to the equity shareholders of the Company as of 31 December 2025 is
calculated based on the consolidated total deficit attributable to the equity shareholders of the Company as of 31 December
2025 of RMB1,487,199,000, less intangible assets of RMB4,427,000 as at 31 December 2025, extracted from the
Accountants’ Report set out in Appendix I to this Prospectus.
(2) The estimated net proceeds from the Global Offering are based on the expected issuance of 53,407,000 H shares at the Offer
Price of HK$18.36 per Offer Share, after deduction of estimated underwriting fees and other related listing expenses paid or
payable by the Group (excluding the listing expenses charged to profit or loss during the Track Record Period of
RMB14,224,000) and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment
Option or any shares may be issued for employee incentive scheme.
(3) The carrying amount of financial instruments issued to investors was RMB2,048,272,000 as of 31 December 2025 (as set out
in Note 26 of Appendix I to this Prospectus). Upon the Listing and completion of the Global Offering, special rights
attributable to the investors will be removed, and the financial instruments issued to investors will be derecognised as
liabilities and transferred to equity.
(4) The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the Company per
Share is arrived at after above adjustments and on the basis that 379,041,820 Shares were in issue immediately following the
completion of the Global Offering and assuming that the Global Offering had been completed on 31 December 2025 without
taking into account of the Shares may be issued upon exercise of the Over-allotment Option or any shares may be issued for
employee incentive scheme.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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(5) For illustrative purpose, the estimated net proceeds from the Global Offering is converted from the Hong Kong Dollar into
Renminbi and the unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the
Company per Share is converted from Renminbi into Hong Kong Dollar at the exchange rate of HK$1 to RMB0.86986, the
exchange rate set by PBOC prevailing on 1 June 2026. No representation is made that the Hong Kong Dollars amounts have
been, could have been or may be converted to Renminbi, or vice versa, at that rate.
(6) No adjustment has been made to reflect any trading result or other transactions of the Group entered into subsequent to 31
December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
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--- page 343 ---
REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the reporting accountants, KPMG, Certified Public
Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the purpose in this
prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
TO THE DIRECTORS OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD.
We have completed our assurance engagement to report on the compilation of pro forma financial
information of SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries
(collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only.
The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted
consolidated net tangible assets as at 31 December 2025 and related notes as set out in Part A of Appendix
II to the prospectus dated 9 June 2026 (the “Prospectus”) issued by the Company. The applicable criteria
on the basis of which the Directors have compiled the pro forma financial information are described in Part
A of Appendix II to the Prospectus.
The pro forma financial information has been compiled by the Directors to illustrate the impact of
the proposed offering of the ordinary shares of the Company (the “Global Offering”) on the Group’s
financial position as at 31 December 2025; as if the Global Offering had taken place at 31 December 2025
As part of this process, information about the Group’s financial position as at 31 December 2025 has been
extracted by the Directors from the Group’s historical financial information included in the Accountants’
Report as set out in Appendix I to the Prospectus.
Directors’ Responsibilities for the Pro Forma Financial Information
The Directors are responsible for compiling the pro forma financial information in accordance with
paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma
Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute
of Certified Public Accountants (“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behaviour.
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements”, which requires the firm to design, implement and operate a system of quality management
including policies or procedures regarding compliance with ethical requirements, professional standards
and applicable legal and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 344 ---
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules,
on the pro forma financial information and to report our opinion to you. We do not accept any
responsibility for any reports previously given by us on any financial information used in the compilation
of the pro forma financial information beyond that owed to those to whom those reports were addressed
by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements
(“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting
accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have
compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and
with reference to AG 7 issued by the HKICPA.
For purpose of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the pro forma financial information, nor
have we, in the course of this engagement, performed an audit or review of the financial information used
in compiling the pro forma financial information.
The purpose of pro forma financial information included in an investment circular is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the Group
as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes
of the illustration. Accordingly, we do not provide any assurance that the actual outcome of events or
transactions as at 31 December 2025 would have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information has
been properly compiled on the basis of the applicable criteria involves performing procedures to assess
whether the applicable criteria used by the Directors in the compilation of the pro forma financial
information provide a reasonable basis for presenting the significant effects directly attributable to the
event or transaction, and to obtain sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the pro forma financial information reflects the proper application of those adjustments to the
unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgement, having regard to the
reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of
which the pro forma financial information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the pro forma financial
information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Our procedures on the pro forma financial information have not been carried out in accordance with
attestation standards or other standards and practices generally accepted in the United States of America,
auditing standards of the Public Company Accounting Oversight Board (United States) or any overseas
standards and accordingly should not be relied upon as if they had been carried out in accordance with
those standards and practices.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 345 ---
We make no comments regarding the reasonableness of the amount of net proceeds from the issuance
of the Company’s shares, the application of those net proceeds, or whether such use will actually take
place as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus.
Opinion
In our opinion:
(a) the pro forma financial information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group, and
(c) the adjustments are appropriate for the purposes of the pro forma financial information as
disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Certified Public Accountants
Hong Kong
9 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 346 ---
The Articles of Association of the Company shall come into force and be implemented on the date
when they are approved by the Shareholders’ Meeting of the Company and the initial public offering of
overseas listed foreign shares by the Company are listed and traded on SEHK.
GENERAL PROVISIONS
The Company is a joint stock limited company in perpetual existence.
All the assets of the Company are divided into shares of equal value. The Shareholders are
responsible for the Company to the extent of their subscribed shares, and the Company is responsible for
the Company’s debts with all of its assets.
The Articles of Association shall, from the date on which they take effect, be the legally binding
document that regulates the organization and activities of the Company and the relationship of rights and
obligations between the Company and the Shareholders and among the Shareholders, and shall be legally
binding on the Company, the Shareholders, the Directors, and the senior management. Based on the
Articles of Association, any Shareholder may bring a lawsuit against another Shareholder, a Director and
a senior management of the Company. Any Shareholder may bring a lawsuit against the Company, and the
Company may bring a lawsuit against any Shareholder, Director, and senior management.
SHARES
Issuance of Shares
The shares of the Company shall be in the form of registered share certificates.
The issuance of the shares of the Company shall be conducted in the principle of fairness and
justness, and each share of the same class shall be entitled to equal rights.
For shares issued at the same time and within the same class, it shall be issued in the same conditions
and price; and any entity or individual shall pay the same price for each share they subscribe.
INCREASE/DECREASE AND REPURCHASE OF SHARES
Capital Increase
According to the needs for operation and development of the Company, and subject to applicable
laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules
of the place where the Company’s shares are listed, and requirements by relevant regulatory authorities,
upon respective resolution by a Shareholders’ Meeting, the Company may increase its registered capital
by any of the following means:
(1) issuance of shares to unspecified parties;
(2) issuance of shares to specified parties;
(3) distribution of bonus shares to existing Shareholders;
(4) converting the reserved funds into share capital;
(5) other means stipulated under laws, administrative regulations, and the securities regulatory
authority in the jurisdiction where the Company’ s shares are listed.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-1 –


--- page 347 ---
Where an increase in registered capital of the Company is made by means of issue of new shares,
the shareholders do not have any pre-emptive right unless otherwise provided for in the Articles of
Association or among the shareholders or the shareholders’ general meeting resolves that the shareholders
shall have pre-emptive right.
The Company’s increase of its registered capital shall, after being approved in accordance with the
provisions of the Articles of Association and the place where the shares of the Company are listed, be
conducted in accordance with the procedures stipulated in relevant laws and regulations.
Capital Decrease
The Company may reduce its registered capital. To reduce its registered capital, the Company shall
proceed it in compliance with the procedures prescribed by the Company Law, the Hong Kong Listing
Rules, the securities regulatory authority in the jurisdiction where the Company’ s shares are listed, other
relevant regulations, and the Articles of Association.
Repurchase of Share Capital
The Company shall not repurchase its shares. Provided, however, that the following circumstances
shall be excluded:
(1) reducing the registered capital of the Company;
(2) merging with another company holding shares of the Company;
(3) using shares for stock incentive plans and employee stock plans;
(4) acquiring the shares of Shareholders who vote against any resolution adopted at the
Shareholders’ Meeting on the merger or demerger of the Company and request the Company
to acquire their shares;
(5) using shares for converting corporate bonds into shares issued by the Company;
(6) as required for the Company to maintain corporate value and Shareholders’ interests;
(7) other circumstances permitted under laws, administrative regulations, and the securities
regulatory rules of the place where the Company’s shares are listed.
In compliance with applicable laws, administrative regulations, and departmental rules, the Company
may acquire its own shares through open and centralized trading or other ways recognized by laws,
administrative regulations, and the securities regulatory authority.
A resolution of a Shareholders’ Meeting is required for acquisition by the Company of its own shares
under circumstances (1) or (2). In accordance with the provisions of the Articles of Association or the
authorization of the Shareholders’ Meeting, acquisition by the Company of its own shares under
circumstances (3), (5) or (6) may be resolved by a resolution of a meeting of the Board with a quorum of
more than two-thirds of Directors.
The shares of the Company acquired by its own under circumstance (1) in the preceding paragraph
shall be deregistered within 10 days from the date of repurchase; the shares acquired under circumstances
(2) or (4) shall be transferred or deregistered within 6 months.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-2 –


--- page 348 ---
The shares of the Company acquired by its own under the above circumstance (3), (5) or (6) shall
not exceed 10% of total shares issued by the Company and shall be transferred or deregistered within three
years.
Where relevant laws and regulations, normative documents, and the securities regulatory rules of the
place where the Company’s shares are listed provide otherwise regarding the relevant matters involved in
the aforementioned share repurchase, those provisions shall prevail, provided that they do not contravene
the Company Law, the Securities Law or the Hong Kong Listing Rules.
Transfer of Shares
The shares of the Company shall be transferred according to laws.
The Company shall not accept its own shares as the subject matter of a pledge.
Shares issued by the Company prior to the public offering shall not be transferred within one year
from the date the Company’s shares are listed and traded on the stock exchange. Where the Hong Kong
Listing Rules provide for the transfer of shares of the Company held by controlling shareholders, such
provisions shall apply. The Directors and the senior management of the Company shall report their
shareholding in the Company and changes thereof to the Company, and during their tenure determined at
the time of taking office, the shares transferred each year shall not exceed 25% of the total number of the
Company shares held by them. The Company shares held by them shall not be transferred within one year
from the date when the shares of the Company are listed and traded. Within half a year from departure
from the Company, such persons shall not transfer the Company shares held by them. Where the securities
regulatory rules of the place where the Company’s shares are listed impose additional restrictions on the
transfer of overseas listed shares, such restrictions shall prevail.
SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
Shareholders
The Company shall maintain a register of shareholders in accordance with the Company Law, the
securities regulatory rules of the place where the Company’s shares are listed, and other relevant
regulations, as well as the Articles of Association. The register of Shareholders shall be the sufficient
evidence for the Shareholders’ shareholding in the Company.
Shareholders enjoy rights and assume obligations according to the class of shares they hold;
Shareholders holding shares of the same class shall enjoy the same rights and assume identical obligations.
When the Company convenes the Shareholders’ Meeting, distributes dividends, conducts liquidation
or engages in other acts requiring the identification of Shareholders, the Board or the convener of the
Shareholders’ Meeting should determine the record date. The Shareholders whose names appear on the
register of Shareholders after the trading hours on the record date shall be those entitled to the relevant
rights and interests.
Rights and Obligations of Shareholders
The Shareholders of the Company shall be entitled to the following rights:
(1) receiving dividends and other form of interest distribution in proportion to their shareholdings;
(2) requiring, convening, chairing, attending in person or by proxy a Shareholders’ Meeting
pursuant to the laws, and exercising the speaking right and voting right at the meeting;
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
– III-3 –


--- page 349 ---
(3) supervising, presenting suggestions on or making inquiries about the business operation of the
Company;
(4) transferring, gifting or pledging the shares held by them, in accordance with laws,
administrative regulations, the Hong Kong Listing Rules, the securities regulatory rules of the
place where the Company’s shares are listed, the Articles of Association and other relevant
regulations;
(5) accessing the Articles of Association, the register of Shareholders, minutes of Shareholders’
Meeting, resolutions of the Board, and disclosed financial and accounting reports;
(6) participating in the distribution of residual assets of the Company in proportion to their
shareholdings, upon termination or liquidation of the Company;
(7) for Shareholders who vote against any resolution adopted at the Shareholders’ Meeting on the
merger or demerger of the Company, requesting the Company to acquire its shares;
(8) any other rights stipulated by laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed or the Articles
of Association.
In the event that any resolution by the Shareholders’ Meeting or the Board meeting violates laws and
administrative regulations, the Shareholders may request the people’s court to invalidate such resolution.
In the event that the convening procedures or voting means of the Shareholders’ Meeting or the
Board meeting violate the laws, administrative regulations or the Articles of Association, or any resolution
violates the Articles of Association, Shareholders may request the people’s court to withdraw such
resolution within sixty (60) days from the date of resolution, unless there are only minor defects in the
convening procedures or voting means of the Shareholders’ Meeting or the Board meeting, which do not
have a material impact on the resolutions.
Shareholders who have not been notified to attend a shareholders’ Meeting may, within sixty (60)
days from the date on which such shareholders become aware or should have become aware of the
resolution adopted at the meeting, petition the people’s court to revoke the resolution. Such revocation
right shall be extinguished if not exercised within one year from the date the resolution is adopted.
Where the People’s Court makes a judgment or ruling on a relevant matter, the Company shall fulfill
its obligation to disclose the information in accordance with the laws, administrative regulations, the
requirements of securities regulatory authorities, fully explain the impact, and actively co-operate with the
enforcement of the judgment or ruling after it has come into effect. Where corrections to prior events are
involved, they will be handled in a timely manner and the corresponding information disclosure
obligations will be fulfilled.
Where any director or senior management other than a member of the Audit Committee violates laws,
administrative regulations or the Articles of Association when performing their duties for the Company,
thereby causing losses to the Company, shareholders individually or collectively holding 1% or more of
the shares of the Company for 180 or more consecutive days are entitled to request the Audit Committee
in writing to file a lawsuit with the people’s court; where a member of the Audit Committee violates laws,
administrative regulations or the Articles of Association when performing their duties for the Company,
thereby causing losses to the Company, the aforementioned shareholders may request the Board in writing
to file a lawsuit with the people’s court.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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If the Audit Committee or the Board refuses to file lawsuits after a written request under the
preceding paragraph has been received from any Shareholder, or fails to file such lawsuit within 30 days
from the date when the request has been received, or in case of emergency where failure to initiate such
proceedings immediately will result in irreparable losses to the Company, any Shareholder under the
previous paragraph is entitled to file a lawsuit directly with the people’s court in their own name, for the
interests of the Company.
If any person infringes on any lawful interests of the Company resulting in any losses to the
Company, shareholders individually or collectively holding 1% or more of the shares of the Company for
180 or more consecutive days may file a lawsuit with the people’s court in accordance with the provisions
of two preceding paragraphs.
Where the Directors, Supervisors or senior management of a wholly-owned subsidiary of the
Company violates laws, administrative regulations or the Articles of Association when performing their
duties, thereby causing losses to the Company, or where any person infringes upon any lawful interests
of such wholly-owned subsidiary resulting in any losses, shareholders individually or collectively holding
1% or more of the shares of the Company for 180 or more consecutive days may, in accordance with the
first three paragraphs of Article 189 of the Company Law, request in writing the Board of Supervisors or
the Board of Directors of such wholly-owned subsidiary to file a lawsuit with the people’s court, or may
directly file a lawsuit in their own name.
In the event of violation of laws, administrative regulations or the provisions under the Articles of
Association by a Director or senior management causing damage to the Shareholders’ interests, the
Shareholders may initiate legal proceedings with the people’s court.
The Shareholders of the Company shall undertake the following obligations:
(1) abiding by laws, administrative regulations, and the Articles of Association;
(2) making payment according to the number of shares subscribed for and the manners of
subscription;
(3) not withdrawing their share capital, unless otherwise stipulated by laws and administrative
regulations;
(4) not abusing Shareholder’s rights to harm the interests of the Company or other Shareholders,
otherwise they shall bear compensation liability in accordance with the law;
(5) not abusing the independent legal person status of the Company and the limited liability of
Shareholders to harm the interests of the Company’s creditors, otherwise they shall bear joint
and several liability for our Company’s debts;
(6) any other obligations stipulated by laws, administrative regulations, the securities regulatory
rules of the place where the Company’s shares are listed, and the Articles of Association.
Any Shareholder who abuses Shareholder’s rights causing losses to the Company or other
Shareholders shall be liable for compensation pursuant to the laws; any Shareholder who abuses the
independent legal person status of the Company and the limited liability of Shareholders to evade debts
and severely infringe upon the interests of the Company’s creditors shall be held jointly and severally
liable for the Company’s debts.
Where a Shareholder engages in any acts prescribed in the preceding paragraph through two or more
companies he/she controls, each of such companies shall be held jointly and severally liable for the debts
of any of them.
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Where a Shareholder holding more than 5% of voting shares of the Company pledges any of his/her
shares, he/she shall make a written report to the Company on the date on which he/she pledges his/her
shares.
General Rules for Shareholders’ Meetings
The Shareholders’ Meeting is the organ of authority of the Company, and shall duly exercise the
following functions and powers:
(1) to elect and remove any Director (not including employee representative(s)), and to determine
the remuneration of the relevant Directors;
(2) to review and approve the reports of the Board;
(3) to review and approve the Company’s profit distribution plans and loss recovery plans;
(4) to resolve on the Company’s increase/decrease of registered capital;
(5) to resolve on the issuance of bonds or corporate bonds and plan of listing by the Company;
(6) to review the Company’s purchase or disposals of material assets accumulated within one year
in the amount exceeding 30% of latest audited total assets of the Company;
(7) to resolve on the Company’s merger, division, dissolution, liquidation or change of its
corporate form;
(8) to modify the Articles of Association;
(9) to decide on the engagement or dismissal of the accounting firm responsible for auditing the
Company’s business;
(10) to review proposals from shareholders representing one percent (1%) or more of the company’s
voting shares;
(11) to review and approve the plan for the Company’s initial public offering and listing of shares;
(12) to review and approve the change in the use of raised proceeds;
(13) to approve connected transactions or continuing connected transactions that require approval
by the shareholders’ meeting in accordance with laws, administrative regulations, the laws and
regulations of the place where the Company’s shares are listed, listing rules and regulations,
and these Articles of Association (including but not limited to Chapter 14A of the Hong Kong
Listing Rules);
(14) other matters to be decided by Shareholders’ Meeting under laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the Company’s shares are
listed, and the Articles of Association.
The aforementioned functions and powers of the Shareholders’ Meeting shall not be exercised by the
Board or other institutions or individuals on behalf of the Shareholders’ Meeting by way of authorization,
except that the Shareholders’ Meeting may authorize the Board to resolve on the issuance of corporate
bonds by the Company.
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There are two types of Shareholders’ Meetings: annual Shareholders’ Meeting and extraordinary
Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened once a year, and shall be held
within six months from the end of last accounting year.
The extraordinary Shareholders’ Meeting shall be convened within two months from the date of
occurrence of any of the following events:
(1) the number of Directors is less than the minimum required by the Company Law, or less than
two-thirds of the number prescribed in the Articles of Association;
(2) the outstanding losses of the Company account for one-third of the Company’s total paid-in
share capital;
(3) Shareholder(s) individually or jointly holding more than 10% of the Company’s shares send(s)
a request for meeting;
(4) the Board deems necessary;
(5) the Audit Committee proposes to convene the meeting;
(6) other circumstances under laws, administrative regulations, departmental rules, the securities
regulatory rules of the place where the Company’s shares are listed, or the Articles of
Association.
Convening of Shareholders’ Meetings
The Board shall convene the Shareholders’ Meeting within the prescribed time limits. Independent
non-executive Directors may propose to convene an extraordinary Shareholders’ Meeting to the Board
upon obtaining the consent of a majority of all independent non-executive directors. Upon receipt of a
proposal from the independent non-executive directors to convene an extraordinary Shareholders’
Meeting, the Board shall, in accordance with laws, administrative regulations, and the Articles of
Association, provide written feedback on whether to agree or disagree with the proposal to convene such
extraordinary Shareholders’ Meeting within 10 days after receiving the proposal. In the event the Board
agrees to convene an extraordinary Shareholders’ Meeting, the Board shall issue an extraordinary
Shareholders’ Meeting notice within five days of making its resolutions.
The Audit Committee may propose to the Board the convening of an extraordinary Shareholders’
Meeting, and such proposal shall be submitted to the Board in writing. In accordance with laws,
administrative regulations, the securities regulatory rules of the place where the Company’s shares are
listed, and the Articles of Association, the Board shall provide written feedback on whether to agree or
disagree with the proposal to convene such extraordinary Shareholders’ Meeting within 10 days after
receiving the proposal.
In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall
issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions. Any
changes to the original proposal in such notice shall be agreed upon by the Audit Committee.
In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to
respond within 10 days after receiving the request, it shall be deemed to be unable or to fail to fulfill its
duty to convene a Shareholders’ Meeting and then the Audit Committee may convene and preside over the
meeting on its own.
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Shareholder(s) individually or jointly holding 10% or more of the Company’s shares may request in
writing to convene an extraordinary Shareholders’ Meeting to the Board. Such written request shall specify
the subject of the meeting and contain a substantively complete proposal. In accordance with laws,
administrative regulations, the securities regulatory rules of the place where the Company’s shares are
listed, and the Articles of Association, the Board shall provide written feedback on whether to agree or
disagree with the request to convene such extraordinary Shareholders’ Meeting within 10 days after
receiving the request.
In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall
issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions, and any
changes to the original request in such notice shall be agreed upon by the requesting Shareholder(s).
Where otherwise provided by laws, administrative regulations, departmental rules, the securities
regulatory rules of the place where the Company’s shares are listed, the provisions herein shall prevail.
In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to
respond in writing within 10 days after receiving the request, Shareholder(s) individually or jointly
holding 10% or more of shares may request in writing to convene an extraordinary Shareholders’ Meeting
to the Audit Committee.
In the event the Audit Committee agrees to convene an extraordinary Shareholders’ Meeting, the
Audit Committee shall issue an extraordinary Shareholders’ Meeting notice within five days of receiving
such request, and any changes to the original request in such notice shall be agreed upon by the requesting
Shareholder(s). Where otherwise provided by laws, administrative regulations, and departmental rules, the
provisions herein shall prevail.
In the event that the Audit Committee fails to issue the notice within the time limit, it shall be
deemed to fail to convene and chair a Shareholders’ Meeting, and then the Shareholder(s) individually or
collectively holding 10% or more of shares for at least 90 consecutive days may convene and chair the
meeting on its/their own.
If the Audit Committee or Shareholders decide to convene a Shareholders’ Meeting on its/their own,
they shall notify the Board in writing. If the securities regulatory rules of the place where the Company’s
shares are listed have other provisions, such provisions shall prevail to the extent that they do not violate
domestic laws, administrative regulations and the Articles of Association.
Prior to the adoption of the Shareholders’ Meeting’s resolution, the shareholding ratio of the
convening Shareholders shall not be less than 10%.
Proposals of Shareholders’ Meetings
When the Company convenes a Shareholders’ Meeting, the Board of Directors, the Audit Committee
and Shareholders who individually or together hold 1% or more of the shares of the Company are entitled
to put forward proposals to the Company.
Shareholders individually or together holding 1% or more of the shares of the Company may put
forward interim proposals 10 days before the Shareholders’ Meeting is held and submit the proposals to
the convener of the meeting in writing. The convener shall issue a supplemental notice of the
Shareholders’ Meeting within two days upon receiving the proposals, announce the content of such
extraordinary proposal, and submit such extraordinary proposal to the Shareholders’ Meeting for
consideration. As regards the publication of the supplementary notice of the Shareholders’ Meeting, if
there are special provisions in the securities regulatory rules of the place where the Company’s shares are
listed, such provisions shall prevail provided they do not violate the “Company Law” and the “Securities
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Law.” Provided, however, that no such extraordinary proposals shall be considered if it violates laws,
administrative regulations, the securities regulatory rules of the place where the Company’s shares are
listed or the Articles of Association, or falls outside the scope of duties of the Shareholders’ Meeting. The
Company shall not increase the shareholding of Shareholders who submit the extraordinary proposal.
If the Shareholders’ Meeting must be postponed due to the issuance of a supplementary notice of the
Shareholders’ Meeting in accordance with the securities regulatory rules of the place where the Shares of
the Company are listed, the convening of the Shareholders’ Meeting shall be postponed in accordance with
the provisions of the securities regulatory rules of the place where the Shares of the Company are listed.
Save as otherwise provided in the preceding paragraph or under laws, administrative regulations, and
the securities regulatory rules of the place where the Company’s shares are listed, the convener shall not
modify the proposals specified in the notice of the Shareholders’ Meeting or add new proposals after
issuing the notice of the Shareholders’ Meeting.
The Shareholders’ Meeting shall not vote or resolve on proposals not contained in the notice of the
Shareholders’ Meeting or not in compliance with the Articles of Association.
Notice of Shareholders’ Meetings
The convener shall notify all shareholders at least 21 days prior to the convening of the annual
Shareholders’ Meeting, at least 15 days prior to the convening of the extraordinary Shareholders’ Meeting.
Regarding the calculation of the minimum notice period, the date of the meeting shall not be
included.
If the laws, regulations and the securities regulatory authorities of the place where the Company’s
shares are listed have other provisions, such provisions shall prevail.
Convening of Shareholders’ Meetings
All shareholders registered in the Company’s share register on the record date or their proxies shall
be entitled to attend the Shareholders’ Meeting and exercise their rights to speak and vote in accordance
with applicable laws, regulations, the securities regulatory rules of the place where the Company’s shares
are listed, and these Articles of Association. Shareholders may attend the Shareholders’ Meeting in person
or by proxy to speak and vote on their behalf. Each shareholder shall be entitled to appoint one or more
proxies or representatives, but such proxy need not be a shareholder of the Company. Shareholders shall
have the right to speak and vote at the Shareholders’ Meeting, unless individual shareholders are required
by the securities regulatory rules applicable to the place where the Company’s stocks are listed to abstain
from voting on specific matters.
Where an individual shareholder attends the meeting in person, he/she shall present his/her identity
card or other valid documents or certificates that can prove his/her identity, as well as the shareholding
certificate; where a proxy attends the meeting on behalf of the shareholder, the proxy shall also present
his/her own valid identity card and the power of attorney issued by the shareholder. A corporate
shareholder shall be represented at the meeting by its legal representative or designated representative
thereof, or by its legal representative or a proxy authorized by such legal representative. Where the legal
representative attends the meeting, he/she shall present his/her identity card and valid documents proving
his/her capacity as the legal representative; where a proxy attends the meeting, the proxy shall present
his/her identity card and the written power of attorney issued by the legal representative of the corporate
shareholder in accordance with the law. Except where the shareholder is a recognized clearing house (or
its nominee) as defined by the relevant ordinances from time to time in force in Hong Kong. If the
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shareholder is a corporate legal person, it may appoint one or more proxies or representatives to attend and
vote at any Shareholders’ Meeting of the Company, and if such corporate shareholder is present at any
meeting by proxy or representative, it shall be deemed to be present in person. The proxy(ies) or
representative(s) so appointed by the shareholder may, pursuant to the instructions of the shareholder,
exercise the following rights:
(1) the right which the shareholder has to speak at the Shareholders’ Meeting;
(2) the right to demand a poll alone or jointly with others;
(3) the right to exercise voting rights on a show of hands or on a poll, provided that where more
than one proxy or representative is appointed, the proxies or representatives may only exercise
such voting rights on a poll.
A form of proxy may be executed by a duly authorized officer of the Company.
A partner of a partnership enterprise shall be represented at the meeting by his/her executive
managing partner or designated representative thereof, or by a proxy authorized by such executive
managing partner. Where the executive managing partner or designated representative thereof attends the
meeting, he/she shall present his/her identity card and valid documents proving his/her capacity as the
executive managing partner or designated representative thereof; where a proxy attends the meeting, the
proxy shall present his/her identity card and the written power of attorney issued by the executive
managing partner or designated representative thereof in accordance with the law. Except where the
shareholder is a recognized clearing house (or its nominee) as defined by the relevant ordinances from
time to time in force in Hong Kong.
If the shareholder is a recognized clearing house (or its nominee) as defined by the relevant
ordinances from time to time in force in Hong Kong, such shareholder may authorize one or more persons
it deems appropriate to act as its proxy or representative at any Shareholders’ Meeting (and/or Creditors’
Meeting); provided that where more than one person is authorized, the power of attorney or proxy
instrument shall specify the number and class of shares represented by each authorized person, and such
power of attorney or proxy instrument must be executed by an authorized signatory of the recognized
clearing house. The person(s) so authorized may attend the meeting on behalf of the recognized clearing
house (or its nominee) (without producing evidence of shareholding, provided that their duly notarised
authorization and/or further evidence confirms their formal authorization), speak at the meeting, and
exercise rights as if such person(s) were individual shareholders of the Company. Such authorized
person(s) shall enjoy statutory rights equivalent to those of other shareholders, including, but not limited
to, speaking and voting rights.
Shareholders’ Meeting Voting and Resolutions
The following matters shall be passed by the Shareholders’ Meeting through ordinary resolutions:
(1) The work report of the Board of Directors;
(2) The profit distribution plan and loss recovery plan formulated by the Board of Directors;
(3) The appointment, removal, remuneration, and payment methods for members of the Board of
Directors who are not assumed by staff representatives;
(4) The Company’s annual report and the company’s balance sheet, income statement, and other
financial statements;
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(5) The appointment or dismissal of accounting firms that undertake the Company’s auditing
business as well as the accounting firm’s remuneration;
(6) Matters other than those required by laws, administrative regulations, the securities regulatory
rules of the place where the Company’s shares are listed, or these Articles of Association to be
passed by special resolution.
The following matters shall be passed by the Shareholders’ Meeting through special resolutions:
(1) The company increases or decreases its registered capital and issues any type of stock,
warrants, and other similar securities;
(2) Passing a resolution on the company’s bonds;
(3) The division, spin-off, merger, dissolution and liquidation (including voluntary liquidation) of
the company or a change in the form of the company;
(4) Within one year, the company purchases or sells major assets the amount of which exceeds 30%
(thirty percent) of the total assets as stated in the most recent audited financial statements;
(5) Consideration of matters regarding guarantees whose total amount in the last twelve (12)
months exceeds 30% (thirty percent) of the company’s total assets as stated in the most recent
audited financial statements;
(6) Any form of amendment or modification of these Articles of Association;
(7) Equity incentive plans;
(8) Matters required by laws, administrative regulations, departmental rules, normative documents,
laws and regulations of the stock market where the company is listed, listing rules or these
Articles of Association, and other matters determined by the general meeting of shareholders
by ordinary resolution as having a material impact on the company and requiring a special
resolution to be passed.
Shareholders (including their proxies) shall exercise their voting rights based on the number of
voting shares they represent, with each share carrying one vote.
Pursuant to applicable laws, administrative regulations, departmental rules, normative documents,
the Hong Kong Listing Rules and the securities regulations of the securities regulatory rules of the place
where the Company’s shares are listed, if any shareholder is required to abstain from voting or is restricted
to voting only in favor or only against on any particular resolution, any vote cast by such shareholder (or
its proxy) in violation of such provisions or restrictions shall be disregarded in the voting results.
Where material issues affecting the interests of minority shareholders are considered at the
Shareholders’ Meeting, the votes of minority shareholders shall be counted separately. The separate votes
counting results shall be disclosed publicly in a timely manner.
Shares held by the Company itself shall not carry voting rights, and such shares shall not be included
in the total number of voting shares of shareholders present at the Shareholders’ Meeting.
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When the Shareholders’ Meeting considers matters relating to connected transactions (as defined in
the Hong Kong Listing Rules), the connected shareholders and their close associates (as defined in the
Hong Kong Listing Rules) shall not vote on such resolutions, and the voting shares represented by them
shall not be counted in the total number of valid votes. The announcement of the Shareholders’ Meeting
resolution shall fully disclose the voting results of non-connected persons.
Resolutions on connected transactions passed by the Shareholders’ Meeting shall only be valid if
approved by more than half of the votes cast by non-connected shareholders present at the Shareholders’
Meeting. However, if such connected transaction involves matters requiring a special resolution under
these Articles of Association, the resolution of the Shareholders’ Meeting shall only be effective if passed
by a two-thirds majority vote of the non-connected persons present at the meeting.
When proposals are reviewed at a Shareholders’ Meeting, no amendments shall be permitted. Any
modification to a proposal shall be treated as a new proposal and may not be voted upon during the current
meeting.
Each voting right may only be exercised through one method: either on-site, by correspondence, or
through other approved voting means. In case of duplicate voting for the same voting right, the first
submitted vote shall prevail.
V oting at a Shareholders’ Meeting shall be conducted by way of registered ballot. Prior to voting on
any proposal, the meeting shall appoint two shareholder representatives to supervise the vote counting
process. When reviewing matters involving connected transactions, relevant shareholders and their proxies
shall be prohibited from participating in the vote-counting or vote-supervising process.
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors shall possess the qualifications required by laws, administrative regulations and rules.
Company directors shall be natural persons. Individuals falling under any of the following circumstances
shall not serve as directors of the Company:
(1) Lacking civil capacity or having limited civil capacity;
(2) Having been sentenced to criminal punishment for embezzlement, bribery, property
encroachment, property misappropriation, or disruption of the socialist market economic order,
with less than five years elapsed since the completion of the sentence, or having been deprived
of political rights due to a criminal conviction, with less than five years elapsed since the
completion of the sentence (including two years from the expiration of the probation period if
probation is declared);
(3) Having served as a director, factory director, or manager of a company or enterprise undergoing
bankruptcy liquidation, and bearing personal responsibility for said bankruptcy, with less than
three years elapsed since the completion of the bankruptcy liquidation;
(4) Having served as the legal representative of a company or enterprise whose business license
was revoked or which was ordered to close due to violations of laws, and bearing personal
responsibility, with less than three years elapsed since the date of license revocation or closure;
(5) Being listed as a dishonest person subject to enforcement by a people’s court due to failure to
repay a significant amount of personal debt upon maturity;
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(6) Being subject to securities market entry restrictions imposed by the China Securities
Regulatory Commission (CSRC), with the restriction period not yet expired;
(7) Other circumstances stipulated by laws, administrative regulations, departmental rules, or
securities regulatory rules of the place where the Company’s shares are listed.
Electing or appointing directors in violation of this provision shall render such election,
appointment, or hiring invalid. If a director falls under any of the circumstances listed in the first
paragraph of this article during his/her term of office, the Company shall relieve him/her of his/her duties
and terminate his/her performance.
Non-employee representative Directors shall be elected or replaced by the Shareholders’ Meeting in
accordance with the law and may be removed from office by the Shareholders’ Meeting before the
expiration of their term, without prejudice to claims made by the Directors pursuant to any contract. Each
term of the Board of Directors is three years. Directors may be re-elected for consecutive terms upon
expiration of their term. Exceptions apply where otherwise stipulated by relevant laws, regulations,
securities regulatory rules of the place where the Company’s shares are listed.
The term of office of a director shall commence on the date of assumption of office and expire at
the end of the current Board of Directors’ term. If a director’s term expires without timely re-election, the
original director shall continue to perform their duties in accordance with laws, administrative regulations,
departmental rules, securities regulatory rules of the place where the Company’s shares are listed, and
these Articles of Association, until the newly elected director assumes office.
Directors shall abide by laws, administrative regulations, securities regulatory rules of the place
where the Company’s shares are listed, and these Articles of Association, and shall owe the following
fiduciary duties to the Company and take measures to avoid conflicts between their own interests and the
Company’s interests, and must not use their powers to seek improper benefits:
(1) Shall not use their positions to engage in bribery or accept other illegal income;
(2) Shall not misappropriate corporate or customer properties, and shall not misappropriate
company or customer assets or funds;
(3) Shall not open accounts in their own names or in the names of other individuals to deposit
company assets or funds;
(4) Shall not directly or indirectly enter into contracts or conduct transactions with the Company
in violation of the Articles of Association or without the consent of the Shareholders’ Meeting
or the Board of Directors;
(5) Shall not take advantage of their positions to seek for themselves or others any business
opportunities that should belong to the Company, unless you report this to the board of
directors or shareholders meeting and the shareholders meeting approves the resolution, or the
company is prohibited from taking advantage of the business opportunity in accordance with
the law, administrative regulations or the provisions of these Articles of Association;
(6) Shall not carry on a business of the same kind as that of the Company for himself or for others,
without reporting to the Board of Directors or Shareholders’ Meeting and without being
approved by the Shareholders’ Meeting through resolution;
(7) Shall not appropriate commissions received from transactions with the Company for personal
gain;
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(8) Shall not disclose company secrets without authorization;
(9) Shall not exploit their connected relationships to the detriment of the Company’s interests;
(10) Shall exercise the rights granted by the company with caution, seriousness and diligence to
protect the interests of the company and its shareholders;
(11) Shall comply with other fiduciary duties as stipulated by laws, administrative regulations,
departmental rules, the Hong Kong Listing Rules, the securities regulatory rules of the place
where the Company’s shares are listed, and these Articles of Association.
Any income obtained by a director in violation of these Articles of Association shall belong to the
Company; if losses are caused to the Company, the director shall be liable for compensation.
Directors shall abide by laws, administrative regulations, and these Articles of Association, and owe
the following duty of care to the Company. When performing their duties, they shall exercise the
reasonable attention ordinarily expected of managers in the best interests of the Company.
(1) Shall exercise the rights granted by the Company with prudence, diligence, and care to ensure
that the Company’s business activities comply with national laws, administrative regulations,
and national economic policies, and that business activities do not exceed the scope of business
specified in the business license;
(2) Shall treat all shareholders fairly;
(3) Shall promptly understand the business operation and management situation of the Company;
(4) Shall sign written confirmation opinions on the Company’s periodic reports, and ensure that the
information disclosed by the Company is true, accurate, and complete;
(5) Shall provide relevant information and documents to the Audit Committee truthfully and shall
not impede the Audit Committee from exercising its powers;
(6) Shall comply with other duties of care as stipulated by laws, administrative regulations,
departmental rules, and these Articles of Association.
Directors (including independent non-executive directors) shall actively participate in relevant
training, including training on listing rules and related risk training, and regularly participate in external
training organized by the Stock Exchange or other regulatory authorities to understand their rights,
obligations, and responsibilities as directors, become familiar with relevant laws and regulations, and
master the knowledge required as directors.
If a director fails to attend a meeting of the Board of Directors in person for two consecutive times
and does not entrust another director to attend on behalf, he/she shall be deemed unable to perform his/her
duties, and the Board of Directors shall recommend to the Shareholders’ Meeting that he/she be replaced.
Subject to the securities regulatory rules of the place where the Company’s shares are listed, any director
attending the meeting of the Board of Directors by internet, video, telephone or other equivalent means,
shall also be deemed to be present in person thereat.
If a director or a senior management enters into a contract or conducts transactions with the
Company directly or indirectly, he/she shall report matters related to the contract or transaction to the
Board of Directors or the Shareholders’ Meeting and obtain a resolution from the Board of Directors or
the Shareholders’ Meeting in accordance with laws, regulations, and securities regulatory rules of the place
where the Company’s shares are listed.
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The close relatives of directors and senior management, enterprises directly or indirectly controlled
by a director and a senior management or his/her close relatives, and connected persons who have other
affiliations with the director and the senior management shall be subject to the provisions of the preceding
paragraph when entering into contracts or transactions with the Company.
Directors shall not use their positions to seek business opportunities belonging to the Company for
themselves or others. However, the following circumstances are exceptions:
(1) Reporting to the Board of Directors or the Shareholders’ Meeting and obtaining a resolution
from the Board of Directors or the Shareholders’ Meeting in accordance with laws, regulations,
and securities regulatory rules of the place where the Company’s shares are listed;
(2) The Company shall not utilize the business opportunity in accordance with laws, administrative
regulations, or these Articles of Association.
Directors shall not engage in the same or similar business as the Company for their own account or
on behalf of others without reporting to the Board of Directors or the Shareholders’ Meeting and obtaining
a resolution from the Board of Directors or the Shareholders’ Meeting in accordance with laws,
regulations, and securities regulatory rules of the place where the Company’s shares are listed.
Board of Directors
The Company shall establish a Board of Directors, which is accountable to the Shareholders’
Meeting. The Board of Directors shall consist of 9 directors, including 1 employee representative.
The Board of Directors shall exercise the following functions and powers:
(1) Convene the Shareholders’ Meeting and report on its work to the Shareholders’ Meeting;
(2) implementing resolutions of the general meetings;
(3) deciding the operating plans and investment schemes of the Company;
(4) formulating the profit distribution plan and loss makeup plan of the Company;
(5) formulating the Company’s plans for the increase/decrease of the registered capital, issuance
of corporate bonds or other securities, and listing on a stock exchange;
(6) contemplating the plans for merger, division, dissolution or change of form of the Company;
(7) contemplating the plans for purchase and disposal of material assets, share repurchase of the
Company;
(8) appointing or dismissing the General Manager (the “CEO”), Secretary; appointing or
dismissing the President, Vice President, Chief Financial Officer or other Senior Management
of the Company as nominated and deciding on and decide on their remunerations, rewards and
punishments;
(9) deciding on the setup of internal management bodies of the Company;
(10) determining the composition of special committees under the Board by the listing rules of the
places where the shares of the Company are listed;
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(11) formulating the fundamental management systems of the Company;
(12) formulating the modification plan of the Articles of Association;
(13) filing an application for bankruptcy on behalf of the Company;
(14) considering and approving shareholders to list and trade the unlisted shares on an overseas
stock exchange;
(15) considering and approving the Company’s transaction (including but not limited to the
disclosable transaction and the connected transaction) that should be considered and approved
by the Board of Directors pursuant to the laws, administrative regulations, departmental
regulations, regulations or listing rules of the places where the shares of the Company are listed
and the Articles of Association;
(16) deciding on the Company’s external investments, acquisition and disposal of assets, pledge of
assets, external guarantees, trust management and other matters within the scope of
authorization by a general meeting;
(17) managing the disclosure of information by the Company;
(18) proposing to the general meeting with respect to the engagement or replacement of the audit
firm of the Company;
(19) receiving the work report of the General Manager of the Company and examine such work;
(20) establishing the Company’s purpose, values and strategy and ensuring that they are aligned
with the Company’s culture;
(21) developing and reviewing the policies and practices of the Company on corporate governance
and make recommendations to the Board of Directors;
(22) reviewing and monitoring the training and continuous professional development of Directors
and Senior Management;
(23) reviewing and monitoring the Company’s policies and practices on compliance with legal and
regulatory requirements;
(24) developing, reviewing and monitoring the code of conduct applicable to the Directors and
employees;
(25) review the Company’s compliance with the code provisions set out in the CG Code contained
in Listing Rules and disclosures in the corporate governance report;
(26) any other functions and powers granted by the laws, regulations, the laws, regulations or listing
rules of the places where the shares of the Company are listed, the Articles of Association or
the General Meeting.
Other functions and powers granted by laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association,
or the Shareholders’ Meeting.
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The Board of Directors shall have one Chairman appointed. The Chairman shall be elected by a
majority vote of all directors of the Board of Directors.
The Chairman shall exercise the following functions and powers:
(1) Preside over the Shareholders’ Meeting and convene and preside over meetings of the Board
of Directors;
(2) Supervise and inspect the implementation of resolutions of the Board of Directors;
(3) Other functions and powers granted by the Board of Directors.
Meetings of the Board of Directors are classified into regular meetings and interim meetings. The
Board of Directors shall hold at least four regular meetings each year. The Chairman shall convene the
meetings, and notices shall be issued 14 days prior to the convening of a regular meeting.
In any of the following circumstances, the Chairman shall convene and preside over an interim
meeting of the Board of Directors within 10 days of receiving the proposal:
(1) When shareholders holding more than ten percent (10%) of shares propose a motion;
(2) When the Chairman deems it necessary;
(3) When a joint proposal is made by more than one-third (1/3) of the directors;
(4) When a proposal is made by a majority of independent non-executive directors;
(5) When a proposal is made by the Audit Committee;
(6) When a proposal is made by the General Manager (CEO);
(7) Other circumstances provided by Chinese laws, administrative regulations, departmental rules,
normative documents, the laws and regulations of the stock listing venue, listing rules, or these
Articles of Association.
A meeting of the Board of Directors shall only be held if more than half of the directors are present.
Resolutions of the Board of Directors must be passed by a majority vote of all directors. V oting on
resolutions of the Board of Directors shall be conducted according to the one-vote-per-director principle.
If a director has a connected relationship with the enterprise or individual involved in the matter
under consideration at the meeting of the Board of Directors, such director shall promptly report in writing
to the Board of Directors. A director with a connected relationship shall not exercise voting rights on such
resolution, nor shall he/she act as a proxy for other directors in exercising voting rights.
The meeting of the Board of Directors may be held with the attendance of more than half of the
directors without a connected relationship, and resolutions made at the meeting of the Board of Directors
must be passed by a majority vote of the directors without a connected relationship.
If the number of directors without a connected relationship attending the meeting of the Board of
Directors is less than three, the matter shall be submitted to the Shareholders’ Meeting for review. If there
are any additional restrictions on directors’ participation in and voting at meetings of the Board of
Directors as stipulated by laws, regulations, or securities regulatory rules of the place where the
Company’s shares are listed, such provisions shall prevail.
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Meetings of the Board of Directors shall be attended by the directors in person; if a director is unable
to attend for any reason, he/she may entrust another director in writing to attend on his/her behalf, and the
letter of entrustment shall specify the name of the proxy, the matters to be represented, the scope of
authorization, and the period of validity, and shall be signed or sealed by the entrusting party. The director
attending the meeting on behalf of another shall exercise the rights of the director within the scope of
authorization. Where a director neither attends the meeting of the Board of Directors nor entrusts a
representative to attend, he/she shall be deemed to have waived the right to vote at that meeting.
Special Committees of the Board of Directors
The Board of Directors of the Company shall establish an Audit Committee, which shall exercise the
powers of the Board of Supervisors as stipulated in the Company Law . The Audit Committee shall consist
of three directors and can only be comprised of non-executive directors, and shall consist of at least three
members, a majority of whom shall be independent directors, a majority of whom shall not hold any
position in the Company other than that of director, and at least one of whom is an independent director
with appropriate qualifications or accounting or related financial management expertise as required under
the securities regulatory rules of the place where the Company’s shares are listed, and the convener
(chairperson) of the committee shall be an accounting professional from among the independent
non-executive directors.
The Board of Directors of the Company shall establish a Remuneration Committee. The
Remuneration Committee shall consist of three directors, with more than half being independent
non-executive directors, and the convener (chairperson) shall be an independent non-executive director.
The Board of Directors of the Company shall establish a Nomination Committee. The Nomination
Committee shall consist of three directors, with more than half being independent non-executive directors.
SENIOR MANAGEMENT
The Company shall have one General Manager, one CFO, one President, one vice President, and one
Secretary to the Board of Directors, who shall be appointed or removed by the Board of Directors. The
Company may decide to appoint other senior management personnel based on its actual operational and
developmental needs. The General Manager, CFO, Secretary to the Board of Directors, and other senior
management personnel appointed by the Board of Directors shall be deemed as the senior management of
the Company.
The term of office of the General Manager is three years, and the General Manager may be
reappointed for consecutive terms upon appointment by the Board of Directors.
The term of office of the General Manager shall commence from the date of approval by the
resolution of the Board of Directors and shall end upon the expiration of the term of the current Board of
Directors.
The General Manager shall be responsible for the Board of Directors and shall exercise the following
functions and powers:
(1) Preside over the production, operation, and management work of the Company, implement the
resolutions of the Board of Directors, and report work to the Board of Directors;
(2) Implement the Company’s annual operating plans and investment plans;
(3) Propose plans for the establishment of the Company’s internal management organization, and
propose the Company’s basic management system;
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(4) Formulate the Company’s specific rules and regulations;
(5) Propose to the Board of Directors the appointment or removal of other senior management
personnel of the Company;
(6) Propose to convene an extraordinary meeting of the Board of Directors;
(7) Perform the duties and powers specified in the General Manager’s work rules;
(8) Other functions and powers granted by the Articles of Association or the Board of Directors.
FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION, AND AUDIT
Financial and Accounting Systems
The Company shall formulate its financial and accounting systems in accordance with laws,
administrative regulations, and the provisions of relevant authorities. If there are additional provisions by
the securities regulatory authority of the place where the Company’s shares are listed, those provisions
shall prevail.
The Company shall not establish separate accounting books in addition to the statutory accounting
books. The Company’s funds shall not be deposited in accounts opened in the name of any individual.
When distributing the after-tax profits of the current year, the Company shall allocate 10% of the
profits to the Company’s statutory reserve fund. If the cumulative amount of the Company’s statutory
reserve fund exceeds 50% of the Company’s registered capital, further allocation may be waived.
Where the Company’s statutory reserve fund is insufficient to cover the losses of previous years, the
Company shall first use the current year’s profits to cover the losses before allocating to the statutory
reserve fund in accordance with the preceding paragraph.
After setting aside the statutory reserve fund from the after-tax profits, the Company may, upon
resolution of the Shareholders’ Meeting, also set aside a discretionary reserve fund from the after-tax
profits.
After the losses are covered and the statutory reserve fund is set aside, the remaining after-tax profits
of the company shall be distributed among the shareholders according to the proportion of shares held by
shareholders, unless otherwise provided in the Articles of Association.
The Company’s own shares held by the Company shall not participate in the profit distribution.
The Company’s reserve fund shall be used to cover the Company’s losses, expand the Company’s
production and business operations, or be converted into an increase in the Company’s registered capital.
When the reserve fund is used to cover the Company’s losses, the discretionary reserve fund and statutory
reserve fund shall be used first; if they are still insufficient, the capital reserve fund may be used in
accordance with the regulations.
When the statutory reserve fund is converted into an increase in registered capital, the retained
amount of such reserve fund shall not be less than 25% of the Company’s registered capital prior to the
increase.
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Appointment of Accounting Firms
The Company shall appoint an independent accounting firm that complies with the provisions of
laws and regulations and the regulatory rules of the place where the shares of the Company are listed to
conduct accounting statement audits, net asset verification, and other related consulting services, with a
term of one year, which may be renewed.
The appointment, dismissal and remuneration (or the way to confirm the remuneration) of the
accounting firm by the Company must be determined by the Shareholders’ Meeting through ordinary
resolutions, and the Board of Directors shall not appoint an accounting firm before the Shareholders’
Meeting makes a decision.
When the Company dismisses or does not renew the appointment of an accounting firm, it shall
notify the accounting firm 15 days in advance. When the Shareholders’ Meeting of the Company votes on
the dismissal of an accounting firm, the accounting firm shall be allowed to present its opinions.
NOTIFICATION
Notifications from the Company shall be issued in the following forms:
(1) Delivery by a designated person;
(2) Transmission via fax, email, or postal mail;
(3) Notification via telephone;
(4) Public announcement (including posting on designated websites and the Company’s official
website in accordance with laws, administrative regulations and the securities regulatory rules
of the place where the Company’s shares are listed);
(5) Other forms recognized by the relevant regulatory authorities of the place where the
Company’s shares are listed or as stipulated in the Company’s Articles of Association.
MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION, AND
LIQUIDATION
Merger, Division, Capital Increase, and Capital Reduction
In the event of a company merger, the merging parties shall sign a merger agreement and prepare a
balance sheet and inventory of assets. The Company shall notify its creditors within 10 days from the date
of the merger resolution and make a public announcement in accordance with regulations within 30 days.
Creditors may, within 30 days from the date of receipt of the notification, or within 45 days from the date
of the public announcement provided that they have not received the notification, request the Company
to settle its debts or provide corresponding guarantees.
In the event of a company division, the Company’s assets shall be divided accordingly. The Company
shall prepare a balance sheet and inventory of assets in the event of division. The Company shall notify
its creditors within 10 days from the date of the division resolution and make a public announcement in
accordance with regulations within 30 days.
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When the Company needs to reduce its registered capital, it shall prepare a balance sheet and
inventory of assets. The Company shall notify its creditors within 10 days from the date of the resolution
to reduce the registered capital and make a public announcement in accordance with regulations within 30
days. Creditors have the right, within 30 days from the date of receipt of the notification, or within 45 days
from the date of the public announcement provided that they have not received the notification, to request
the Company to settle its debts or provide corresponding guarantees.
In the event of a company merger or division, where changes occur to the registered items, the
Company shall complete the modification registration with the company registration authority in
accordance with the law; in the event of dissolution, the Company shall complete company deregistration
in accordance with the law; in the event of the establishment of a new company, the Company shall
complete company establishment registration in accordance with the law.
Where the Company increases or reduces its registered capital, it shall apply to the company
registration authority for modification registration in accordance with the law.
Dissolution and Liquidation
The Company shall be dissolved for the following reasons:
(1) The business term specified in these Articles of Association expires, or any other dissolution
cause stipulated herein arises;
(2) The Shareholders’ Meeting resolves to dissolve the Company;
(3) Dissolution is required due to a merger or division of the Company;
(4) The Company’s business license is revoked in accordance with the law, it is ordered to close
down, or it is administratively revoked;
(5) Where severe difficulties arise in the Company’s operations and management, and its continued
existence would cause material detriment to shareholders’ interests, and such difficulties
cannot be resolved through other means, shareholders holding 10% or more of the total voting
rights of the Company may petition the people’s court for dissolution of the Company.
Where the Company falls under any of the dissolution causes specified in the preceding paragraph,
it shall publicise the dissolution cause(s) via the National Enterprise Credit Information Publicity System
within 10 days.
Where the Company falls under circumstances (1) or (2) above and has not yet distributed assets to
shareholders, it may continue to exist by amending these Articles of Association or through a resolution
of the Shareholders’ Meeting.
Amendments to these Articles of Association or resolutions of the Shareholders’ Meeting in
accordance with the preceding paragraph shall be approved by more than two-thirds of the voting rights
held by the shareholders attending the Shareholders’ Meeting.
If the Company is dissolved due to the causes specified in items (1), (2), (4), and (5) above, it shall
undergo liquidation. Directors are the liquidation obligors of the Company and shall form a liquidation
committee to conduct liquidation within 15 days from the date when the dissolution cause arises. The
liquidation committee shall be composed of directors or personnel determined by the Shareholders’
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Meeting. If the liquidation committee is not formed within the prescribed time limit for liquidation,
creditors may apply to the people’s court for the appointment of relevant personnel to form a liquidation
committee to carry out liquidation. If the liquidation obligors fail to perform their liquidation obligations
in a timely manner and cause losses to the Company or creditors, they shall be liable for compensation.
During the liquidation period, the liquidation committee shall exercise the following functions and
powers:
(1) Liquidate the Company’s assets, and prepare a balance sheet and inventory of assets
respectively;
(2) Notify and announce to creditors;
(3) Handle the Company’s outstanding business related to liquidation;
(4) Settle outstanding taxes and taxes incurred during the liquidation process;
(5) Clear up the creditor’s rights and debts;
(6) Dispose of the Company’s residual assets after debt repayment;
(7) Represent the Company in civil litigation activities.
The liquidation committee shall notify creditors within 10 days from the date of its establishment and
make a public announcement in accordance with regulations within 60 days. Creditors shall declare their
claims to the liquidation committee within 30 days from the date of receipt of the notification, or within
45 days from the date of the public announcement provided that they have not received the notification.
When declaring their claims, creditors shall provide relevant information of claims and supporting
documents. The liquidation committee shall register the claims.
During the period of claim declaration, the liquidation committee shall not make any debt
repayments to creditors.
After liquidating the Company’s assets and preparing the balance sheet and inventory of assets, the
liquidation committee shall formulate a liquidation plan and submit it to the Shareholders’ Meeting or the
people’s court for confirmation.
After applying of the Company’s assets to pay liquidation expenses, employees’ wages, social
insurance contributions, statutory compensations, outstanding taxes, and company debts in sequence, any
residual assets shall be distributed among shareholders in proportion to their respective shareholdings.
During the liquidation period, the Company shall continue to exist but shall not engage in business
activities unrelated to the liquidation. No distribution of assets shall be made to shareholders until all the
Company’s assets have been liquidated in accordance with the preceding paragraph.
After liquidating of the Company’s assets and preparing the balance sheet and inventory of assets,
if the liquidation committee finds that the Company’s assets are insufficient to repay its debts, it shall
apply to the people’s court for bankruptcy liquidation in accordance with the law.
After the people’s court accepts the bankruptcy application, the liquidation committee shall transfer
the liquidation affairs to the bankruptcy administrator appointed by the people’s court.
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Upon completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation
report, submit it to the Shareholders’ Meeting or the people’s court for confirmation, and report it to the
company registration authority to apply for cancelation of the Company’s registration.
Where the Company is declared bankrupt in accordance with the law, bankruptcy liquidation shall
be carried out in accordance with the relevant laws on enterprise bankruptcy.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
The Company shall amend its Articles of Association under any of the following circumstances:
(1) After the Company Law or relevant laws, administrative regulations, or securities regulatory
rules of the place where the Company’s shares are listed are amended, the provisions of the
Articles of Association conflict with the provisions of the amended laws, administrative
regulations, or securities regulatory rules of the place where the Company’s shares are listed;
(2) The Company’s situation has changed and is inconsistent with the matters recorded in the
Articles of Association;
(3) The Shareholders’ Meeting decides to amend the Articles of Association.
Any amendments to the Articles of Association approved by a resolution of the Shareholders’
Meeting that require approval from the competent authority shall be submitted to the competent authority
for approval; where the amendments involve company registration matters, the changes shall be registered
in accordance with the law.
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
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1. FURTHER INFORMATION ABOUT OUR COMPANY
A. Incorporation
Our Company was incorporated as a limited liability company under the laws of the PRC in March
2015 and was converted into a joint stock company with limited liability in October 2024. Our registered
office is at Room 215, P4 Comprehensive Building, No. 20 Xishi Road, Wangzhuang Subdistrict Xinwu
District, Wuxi City, Jiangsu Province, PRC, and our headquarter and principal place of business is at Room
601, No. 10, Lane 198, Zhangheng Road, Pudong New Area, Shanghai, PRC.
We have established a place of business in Hong Kong at 19/F, Room 1912, Lee Garden One, 33
Hysan Avenue, Causeway Bay, Hong Kong and was registered with the Registrar of Companies in Hong
Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on September 16, 2025.
Ms. Shum Kit Han ( Ҋᆎ㛮), our joint company secretary, is the authorized representative of our Company
for the acceptance of service of process and notices on behalf of our Company in Hong Kong under Part
16 of the Companies Ordinance. The address for service of process on our Company in Hong Kong is the
same as its principal place of business in Hong Kong as set out above.
As our Company was established in the PRC, we are subject to the relevant laws and regulations of
the PRC. An overview of the relevant aspects of laws and regulations of the PRC is set out in the section
headed “Regulatory Overview” in this prospectus. A summary of our Articles of Association is set out in
Appendix III to this prospectus.
B. Changes in the Share Capital of our Company
Save as disclosed above, there has been no alteration in the share capital within two years
immediately preceding the date of this prospectus.
(1) On October 23, 2024, our then Shareholders, being our promoters, passed resolutions
approving, among others, the conversion of our Company into a joint stock company with
limited liability under the laws of the PRC. In accordance with an audit report of our Company
issued by an independent accountant, as of July 31, 2024, the audited net asset value of our
Company was RMB546,535,708.20, among which, RMB15,811,430 was converted into
15,811,430 Shares with a nominal value of RMB1.00 each and the remaining
RMB530,724,278.20 was converted into capital reserve.
(2) On November 11, 2024, the registered capital of our Company from RMB15,811,430 to
RMB16,147,367 and further increased to RMB16,281,741 on July 30, 2025.
(3) On August 29, 2025, our Company subdivided its Shares from one Share of RMB1.00 each into
20 Shares of RMB0.05 each. Accordingly, our total issued Shares increased to 325,634,820
Shares with our registered share capital remained unchanged. For details of changes in our
share capital since the date of our establishment, please see “History, Development and
Corporate Structure”.
Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares
into H Shares, without taking into account any Shares that may be issued upon exercise of the
Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, our registered share capital will
be increased to RMB18,952,091, divided into 379,041,820 H Shares.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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C. Resolutions Passed by Our Shareholders’ General Meeting in relation to the Global Offering
At the extraordinary general meeting of the Shareholders held on August 28, 2025, the following
resolutions, among others, were duly passed:
(1) the sub-division of the Shares with nominal value of RMB1.00 each on the basis of one to
twenty (20) with nominal value of RMB0.05 each, effective immediately upon approval at the
shareholders’ meeting;
(2) the number of H Shares to be issued pursuant to the Global Offering shall be no more than 25%
of the total issued share capital of our Company as enlarged by the Global Offering before the
exercise of the Over-allotment Option and the number of H Shares to be issued pursuant to full
exercise of the Over-allotment Option shall be no more than 15% of the initial number of
Shares offered in the Global Offering;
(3) subject to the filing with CSRC being completed, upon completion of the Global Offering and
taking into account the Share Subdivision, 325,634,820 Unlisted Shares will be converted into
H Shares on a one-for-one basis;
(4) subject to the completion of the Global Offering, the conditional adoption of the Articles of
Association, which shall become effective on the Listing Date and the authorization of the
Board to amend the Articles of Association in accordance with relevant laws and regulations
and upon the request from the Stock Exchange and relevant PRC regulatory authorities; and
(5) our Board and/or its authorized person(s) have been authorized to handle all relevant matters
relating to, among other things, the issue of H Shares and the Listing.
D. Changes in Share Capital of our Subsidiaries
The list of our subsidiaries is set out in Note 1 to the Accountants’ Report, the text of which is set
out in Appendix I to this Prospectus.
Save as disclosed below, there has been no alteration in the share capital of any of our subsidiaries
within the two years preceding the date of this prospectus.
(1) On March 12, 2025, the registered share capital of Shanghai SENASIC was increased from
RMB5 million to RMB35 million, and further increased to RMB65 million on June 12, 2025.
E. Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, see the section headed
“Appendix III—Summary of Articles of Association” in this prospectus.
F. Employee Incentive Schemes
2015 Employee Incentive Scheme
The following is a summary of the principal terms of the 2015 Employee Incentive Scheme adopted
in December 2015. The 2015 Employee Incentive Scheme is not subject to the provisions of Chapter 17
of the Listing Rules as no Shares will be granted under such scheme after the Listing.
Purposes
The purpose of the 2015 Employee Incentive Scheme is to promote the rapid and sustainable growth
of our Company and to incentivize outstanding employees to enable them to share in the Company’s future
success and value creation throughout our development journey.
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Eligibility and Grant
Persons eligible to receive the restricted share units (the “RSUs”) under the 2015 Employee
Incentive Scheme are core members of the management team and key employees of our Group who are
currently employed. The specific list of grantees (the “Grantees”) and the relevant terms, including, among
others, the subscription price, grant date and number of incentive shares, shall be determined by the
chairman of our Company as authorized by the Board of Directors. Grantees shall remit the total
subscription price to the shareholding platform within the period specified by our Company. Failure to do
so within the designated timeframe shall be deemed a voluntary forfeiture of the incentive shares, and our
Company shall have the right to reclaim such equity.
Administration
The Board of Directors shall be responsible for handling and implementing all matters related to this
incentive plan. Within the scope of its authority, the Board may delegate part or all of the responsibilities
pertaining to this plan to the chairman. The Chairman shall lead the implementation of this incentive plan
within the scope of authority delegated by the Board of Directors and shall be responsible for handling
matters related to its implementation.
Rights and Restrictions
The Grantees are entitled to all the rights attached to the RSUs upon the date of grant, including the
economic interests of the RSUs as well as the rights to receive dividends and other economic benefits,
except that such RSUs shall be subject to certain disposal restrictions during the service period as
described below.
Under this incentive scheme, the service period (the “Service Period”) for Grantees is either of the
following: scenarios: (1) a period of 48 months from the grant date or three years from the date that our
Company successfully completes its initial public offering and is listed on a domestic or foreign stock
exchange, whichever is later; (2) a period of 24 months from the grant date; or (3) a service period
determined by the chairman as authorized by the Board of Directors. Prior to the completion of the Service
Period, Grantees shall not transfer their incentive equity, and shall not, without our Company’s prior
written consent, use their incentive equity in any form as collateral or for any guarantee purposes. Any
such pledge or guarantee made without our Company’s written consent shall be deemed invalid. After the
completion of the Service Period, Grantees holding equity granted under the Service Period of Scenario
(2) above shall, during the period from the date the incentive equity is acquired until three years after our
Company’s initial public offering, not sell, pledge, transfer, or otherwise dispose of such equity without
the consent of the managing partner of the partnership that holds the incentive equity.
During the Service Period, if any of the following circumstances apply to a Grantee, he/she shall lose
eligibility to receive incentive shares under this plan: (1) violation of applicable laws, administrative
regulations, articles of association, internal policies, or the provisions of this plan and related documents;
(2) being held criminally liable in accordance with the law due to criminal conduct; (3) being held or likely
to be held civilly liable in a manner that threatens or adversely affects our interests or reputation; (4)
disclosure of business or technical secrets or other unlawful or disciplinary acts that harm our interests or
reputation, including serious negligence or misconduct; (5) engaging in, in any form, business activities
that are the same as or similar to those of our Company or subsidiaries, or investing in companies engaged
in such activities (excluding investments made through secondary markets); (6) participating in the
operations of, or investing in, distributors or agents of our Company or subsidiaries in any form (excluding
investments made through secondary markets); (7) committing serious personal integrity violations or
using our interest for personal gain, such as off-the-books sales revenue or illegal benefits from suppliers;
(8) receiving an annual individual performance evaluation result of ‘unsatisfactory’; (9) breaching
non-compete agreements; (10) failing to comply with confidentiality obligations stipulated in this plan;
and (11) any other circumstances determined by our Company to have caused significant negative impact.
Our Company shall have the right to designate an entity to repurchase the incentive equity held by such
Grantee at the repurchase price equivalent to the relevant subscription price of such incentive equity. The
Grantees shall also remain to be liable for any loss and damage caused to our Company.
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During the Service Period, if any of the following circumstances apply to a Grantee, our Company
shall have the right to designate an entity to repurchase the incentive equity held by such Grantee at the
repurchase price equivalent to the relevant subscription price of such incentive equity plus relevant
accrued interests: (1) loss of labor capacity or civil conduct capacity, or death, not arising from the
performance of duties; (2) termination of employment due to company downsizing, voluntary resignation,
or mutual agreement between the employee and our Company to terminate or dissolve the
employment/engagement contract; and (3) expiration of the employment/engagement contract without
renewal.
If the above mentioned occur, our Company will negotiate with the Grantees on whether to
repurchase and specific arrangement based on the situation.
Expenses, Dispute Resolution, Amendments and Termination
Any taxes and fees arising from this equity incentive, as well as the operational and management fees
of the shareholding platform, shall be borne by the Grantees in accordance with applicable laws and
regulations. Amendments and termination of this incentive plan shall be approved by the shareholders of
our Company.
In the event of any dispute between our Company and a Grantee, such dispute shall be resolved in
accordance with the provisions of this incentive plan and the related incentive agreement, or through
mediation by the Board of Directors. If the dispute or conflict is not resolved through the aforementioned
means within sixty (60) days from the date of its occurrence, either party may file a lawsuit with the court
in our Company’s jurisdiction.
Number of the RSUs
The aggregate maximum number of Shares pursuant to the 2015 Employee Incentive Scheme is
54,470,220 Shares, which are issued and held by Shanghai Ruixinchuang and Shanghai Chuangyingrui,
our ESOP platforms. As of the Latest Practicable Date, all the RSUs under this incentive plan has been
fully granted, which was 54,470,220 Shares representing 14.37% of the total issued share capital of our
Company immediately upon completion of the Global Offering, without taking into account any Shares
that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option
Scheme.
Particulars of the RSUs issued to the Grantees are set forth below:
Name of Grantees Position held with our Group
Number of
Shares underlying
the RSUs
Approximate
shareholding
percentage (1)
Directors, Senior Management and Connected Persons
Dr, Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chairman, executive Director
and chief executive officer
12,114,680 3.20%
Mr. Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100Executive Director and
president
9,802,980 2.59%
Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director and vice
president
665,880 0.18%
Ms. Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100Executive Director 6,114,600 1.61%
Ms. Xu Y alei ( ஢ඩᑜ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chief financial officer 2,537,960 0.67%
Mr. Wen Li ( ๝ͭ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Supervisor of Shanghai
SENASIC
4,717,560 1.24%
Other Grantees
Independent Third Parties /H1100/H1100/H1100/H1100/H1100/H110070 existing employees and
one former employee of
our Group
18,516,560 4.89%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 54,470,220 14.37%
(1) The percentage is for illustrative purpose only and is calculated based on the number of Shares in issue immediately
following completion of the Global Offering without taking into account any Shares which may be allotted and issued
pursuant to the exercise of the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 4–


--- page 373 ---
2026 Pre-IPO Share Option Scheme
The following is a summary of the principal terms of the 2026 Pre-IPO Share Option Scheme
adopted in April 2026. This scheme is not subject to the provisions of Chapter 17 of the Listing Rules as
no Shares will be granted under such scheme after the Listing.
Purpose
The scheme is established to further develop and enhance our Company’s long-term incentive
mechanisms and to improve its remuneration and performance evaluation systems. The scheme is designed
to attract and retain exceptional management personnel and key business talents. By aligning the interests
of shareholders, our Company, and core employees, the scheme seeks to foster employee motivation and
cohesion, promote a performance-oriented culture centered on value creation, and facilitate the
achievement of our Company’s long-term strategic and operational objectives, thereby supporting its
healthy, sustained, and rapid growth.
Eligible Participants
Eligibility for participation in the scheme is determined in accordance with applicable laws and
regulations, and our Company’s Articles of Association, taking into consideration each individual’s
position, performance, and contribution to our Company. The pool of eligible participants comprises
members of our Company’s senior management, departmental heads, core technical and business
personnel, and such other individuals as the Board may deem appropriate for incentive awards. Eligible
participants must be employed by or otherwise provide services to our Company or its wholly-owned or
controlled subsidiaries or branches under a valid employment or service contract. The scheme explicitly
excludes individuals who are subject to regulatory sanctions, have committed material legal or regulatory
violations, have breached non-competition undertakings, or are otherwise disqualified from serving as
directors or senior management under applicable law.
Administration
The Board has been authorized by the shareholders to act as the administrator of the scheme and is
responsible for its implementation. The Remuneration Committee, operating under the authority of the
Board, is responsible for drafting and proposing amendments to the scheme for the Board’s consideration,
after which the Board will submit the scheme for final approval by the shareholders. The Board is
authorized to handle all matters relating to the administration of the scheme, including the grant, vesting,
exercise, and cancellation of share options, within the mandate provided by the shareholders. The Board
is authorized by the shareholders to adjust the number of options and the exercise price in accordance with
the adjustment provisions of the scheme in response to corporate actions.
Types of Awards and Scheme Limit
The types of awards under the scheme are options. The maximum number of new Shares that may
be issued under the scheme is 20,391,891 Unlisted Shares. During the period commencing on the grant
date and ending upon the completion of the exercise of the options by the grantees, in the event that our
Company effects any of the following corporate actions, including but not limited to a capitalization of
capital reserve, a bonus issue of shares, a share subdivision or consolidation, a rights issue, or a dividend
distribution, the exercise price and/or the number of share options granted under the scheme shall be
subject to adjustment in accordance with the provisions set forth in the scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 374 ---
Grant of Options
The scheme becomes effective on the date of its approval by the shareholders in a general meeting,
which date also constitutes the grant date for the options. Following such approval, our Company will
enter into a Share Option Award Agreement with each grantee, which will specify the number of options
granted and the applicable vesting and exercise conditions. The Board is authorized to oversee the
implementation of the grant process, verify the satisfaction of vesting conditions, and manage all related
administrative and registration formalities.
V esting
Options granted under the scheme are subject to a vesting period, which commences on the date the
relevant Award Agreement is signed and expires 13 months after the date of our Company’s initial public
offering and listing. No options may be exercised during the vesting period. Upon the expiration of such
13-month period, all options granted under the scheme will become fully vested and exercisable in a single
tranche, representing 100% of the award. Any exercise of options may only occur on a trading day.
Exercise of Options
The exercise price for the options is RMB10.15 per share. The specific conditions for exercise, which
will be set forth in the individual Share Option Award Agreements, will generally require the satisfaction
of both Company-level performance targets and individual performance assessments. If our Company
effect any capital adjustments prior to exercise, such as a conversion of capital reserve into share capital,
a bonus issue of shares, or a dividend distribution, the number of options and the exercise price will be
adjusted in accordance with the formulas stipulated in the scheme. Grantees who are directors or senior
management of our Company will be subject to statutory lock-up restrictions on the transfer of shares
acquired upon exercise, as required by applicable laws and the listing rules.
Rights and Obligations of Grantees
Grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly
issued shares of our Company at the prescribed exercise price. Options granted under the scheme are
non-transferable, may not be pledged as security, and may not be used to satisfy any debts prior to
exercise. Grantees must fund the exercise price and any associated tax liabilities from their own resources,
and our Company is prohibited from providing any form of financial assistance. Grantees are obligated to
perform their duties with diligence and good faith and are responsible for any individual income tax
arising from their participation in the scheme. In the event that a grantee realizes gains due to a material
misstatement or omission in our Company’s information disclosure, the grantee shall be required to return
all such gains to our Company. If an individual cease to meet the eligibility criteria for the scheme, their
rights under the scheme will lapse without any claim for compensation against our Company.
If a grantee’s employment is terminated for cause, including due to serious misconduct, violation of
company policies, or criminal liability, all unvested options will be forfeited immediately and any vested
but unexercised options will be cancelled without right of exercise. If a grantee voluntarily resigns or the
employment relationship ceases due to the non-renewal of a contract, unvested options will be forfeited,
while vested but unexercised options must be exercised within three months following the date of such
cessation. In the case of involuntary termination without cause (excluding circumstances involving
misconduct or incompetence), retirement, permanent disability, or death, unvested options will be
forfeited, but any vested but unexercised options may be exercised by the grantee or, in the case of death,
by the grantee’s legal successors within three months following the relevant event. Options that remain
unexercised after the applicable exercise period will be cancelled in accordance with the terms of the
scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 375 ---
Amendment and Termination
The scheme has a maximum term of ten years commencing from the grant date. If our Company’s
shares are not listed on the Main Board of The Stock Exchange within 36 months of the date of shareholder
approval of the scheme, the scheme will automatically terminate, and all outstanding options granted
thereunder will be cancelled.
Outstanding Options
All the Options with entitlement to subscription of a total of 20,391,891 new Unlisted Shares under
the 2026 Pre-IPO Share Option Scheme has been fully granted as of the Latest Practicable Date. Assuming
all the Options granted under this scheme are exercised in full, the shareholding of our Shareholders
immediately following the completion of the Global Offering (assuming the Over-allotment Option is not
exercised) would be diluted to approximately 94.87% of the total enlarged share capital. See the
Accountants’ Report in Appendix I to this prospectus for details of the dilution effect of the Options on
the earnings per share.
Particulars of the Options granted under the 2026 Pre-IPO Share Option Scheme are set forth below:
Name of
Grantees Title Address
Number of
Shares
underlying
the
outstanding
Options
Date of
grant
Exercise
price per
Share Vesting Period Exercise period
Approximately %
of issued share
capital
immediately upon
completion of the
Global Offering (1)
(RMB)
Dr. Li /H1100/H1100/H1100/H1100Chairman of the
Board,
executive
Director and
chief executive
officer
No. 27, Jiangdong
Road,
Zhangjiang
Town, Pudong
New Area,
Shanghai, PRC
13,458,647 April 25,
2026
10.15 100% vested after
the expiry of
13 months
after the
Listing Date.
Ten years after
expiry of the
vesting period
3.48%
Mr. Zhu
Shouteng /H1100/H1100
Executive Director
and president
No. 101, No. 53
Lane 1010,
Mingzhong
Road, Songjiang
District,
Shanghai, PRC
3,262,703 April 25,
2026
10.15 0.84%
Ms. Xu Y alei /H1100Chief financial
officer and
joint company
secretary
Room 102, No. 72,
Runan Street,
Huangpu
District,
Shanghai, PRC
3,058,784 April 25,
2026
10.15 0.79%
Mr. Li /H1100/H1100/H1100/H1100Executive Director
and vice
president
Room 708, No. 5,
Lane 573,
Dongfang Road,
Pudong New
Area, Shanghai,
PRC
611,757 April 25,
2026
10.15 0.16%
Total /H1100/H1100/H1100/H1100/H1100/ / 20,391,891 / / / / 5.27%
(1) The relevant percentage is calculated assuming full exercise of the Over-allotment Option and without taking into account any
Shares that may be issued under the 2026 Pre-IPO Share Option Scheme.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 376 ---
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Our Material Contracts
We have entered into the following contracts (not being contracts entered into in the ordinary course
of business) within the two years immediately preceding the date of this prospectus that are or may be
material:
(1) the Hong Kong Underwriting Agreement;
(2) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Sunwoda Treasury (Hong Kong) Limited, China International Capital Corporation Hong Kong
Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong)
Limited, pursuant to which Sunwoda Treasury (Hong Kong) Limited agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of HK$40.0 million (including
brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee
that such investor will pay in respect of the Offer Shares to be subscribed for by it) in
accordance with the terms of the cornerstone investment agreement;
(3) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Longwei Hong Kong Company Limited, China International Capital Corporation Hong Kong
Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong)
Limited, pursuant to which Longwei Hong Kong Company Limited agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD3.0 million
in Hong Kong dollars (calculated using the Hong Kong dollar:USD closing exchange rate as
disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction
levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer
Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment
agreement;
(4) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Oakwise Growth Fund SPC - Greater China Fund SP , China International Capital Corporation
Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities
(Hong Kong) Limited, pursuant to which Oakwise Growth Fund SPC - Greater China Fund SP
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$73.58
million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock
Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed
for by it) in accordance with the terms of the cornerstone investment agreement;
(5) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Tembusu Limited, China International Capital Corporation Hong Kong Securities Limited,
Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to
which Tembusu Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate
amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong
Kong:USD dollar closing exchange rate as disclosed in this prospectus)) (excluding brokerage,
SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such
investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with
the terms of the cornerstone investment agreement;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 377 ---
(6) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Andrew Y Y an, China International Capital Corporation Hong Kong Securities Limited, Guotai
Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which
Andrew Y Y an agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount
of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong
Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding brokerage,
SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such
investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with
the terms of the cornerstone investment agreement;
(7) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
RIME Capital Limited, China International Capital Corporation Hong Kong Securities Limited,
Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to
which RIME Capital Limited agreed to subscribe for Offer Shares at the Offer Price in the
aggregate amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using
the Hong Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding
brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee
that such investor will pay in respect of the Offer Shares to be subscribed for by it) for and on
behalf of Sino Opulence Multi-V alue Strategy Fund SPC-Stable Growth Fund SP in accordance
with the terms of the cornerstone investment agreement;
(8) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP), China
International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited
and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Thalassa Capital
Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) agreed to subscribe for Offer
Shares at the Offer Price in the aggregate amount of HK$49.30 million (excluding brokerage,
SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such
investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with
the terms of the cornerstone investment agreement;
(9) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Chample International Limited, China International Capital Corporation Hong Kong Securities
Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited,
pursuant to which Chample International Limited agreed to subscribe for Offer Shares at the
Offer Price in the aggregate amount of HK$30.0 million (excluding brokerage, SFC transaction
levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in
respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the
cornerstone investment agreement; and
(10) the cornerstone investment agreement dated June 5, 2026 entered into among our Company,
Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf
of Libra Fixed Income One SP , China International Capital Corporation Hong Kong Securities
Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited,
pursuant to which Libra Stable V alue and Fixed Income Segregated Portfolio Company acting
for and on behalf of Libra Fixed Income One SP agreed to subscribe for Offer Shares at the
Offer Price in the aggregate amount of HK$20.0 million (excluding brokerage, SFC transaction
levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in
respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the
cornerstone investment agreement.
B. Our Intellectual Property Rights
As of the Latest Practicable Date, our Company had registered, or has applied for the registration of
the following intellectual property rights which were material to our Group’s business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 9–


--- page 378 ---
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we considered
to be material to our business:
No. Trademark Class Owner
Place of
Registration
Registration
No. Validity Period
1.
 42 Our Company The PRC 40879145 From April 21, 2020
to April 20, 2030
2.
 35 Our Company The PRC 40873601 From April 21, 2020
to April 20, 2030
3.
 9 Our Company The PRC 43911990 From October 14,
2021 to October
13, 2031
4.
9 Our Company The PRC 40892976A From May 28, 2020
to May 27, 2030
5.
 9 Our Company The PRC 37798739 From December 21,
2019 to December
20, 2029
6.
9 Our Company The PRC 38229558 From September 7,
2020 to September
6, 2030
7.
35 Our Company The PRC 38236374 From April 14, 2020
to April 13, 2030
8.
 42 Our Company The PRC 38236370 From March 21,
2020 to March 20,
2030
9.
9 Our Company The PRC 38243154 From February 14,
2021 to February
13, 2031
10.
9 Our Company The PRC 23301507 From March 14,
2018 to March 13,
2028
11.
42 Our Company The PRC 38233150 From March 14,
2020 to March 13,
2030
12.
35 Our Company The PRC 38223625 From February 7,
2020 to February
6, 2030
13.
9 Our Company The PRC 66718305 From March 7, 2024
to March 6, 2034
14.
 35 Our Company The PRC 66702108 From July 14, 2024
to July 13, 2034
15.
 9 Our Company Hong Kong 307000000 From August 18,
2025 to
August 17, 2035
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 379 ---
Patents
As of the Latest Practicable Date, we had registered the following patents which we considered to
be material to our business:
No. Owner Description Patent No.
Types of
Patents
Application
Date
1. Our Company Wireless Communication
System and Its Signal
Transceiving Device ( ೌᇞ
໮ϗ೯ༀ
ໄ)
2022106717934 Invention June 1, 2022
2. Our Company Data Packet Synchronization
Circuit and Method ( ᅰኽ
ج)
2019102118320 Invention March 20,
2019
3. Our Company Tire Pressure Detection
Signal Receiving Circuit,
System, and Method (Ꮐ
໮ટϗཥ༩eӻ୕ʿ
ج)
202111359397X Invention November 17,
2021
4. Our Company Mismatch Calibration Circuit,
Method, System, and RF
System (๟ཥ༩e˙
᎖ӻ୕)
2020108254571 Invention August 17,
2020
5. Our Company Alarm Integrated Circuit,
Alarm System, and Alarm
Method ( జᙆණϓཥ༩eజ
ج)
2022102564696 Invention March 16,
2022
6. Our Company Sensor Diagnostic Device and
Sensor Detection Circuit
(ෂชኜൢᓙༀໄձෂชኜ
Ꮸ಻ཥ༩)
202110127511X Invention January 29,
2021
7. Our Company V oltage Correction Method,
Device, and Electronic
Equipment (˙
eༀໄʿཥɿண௪)
2022101240609 Invention February 10,
2022
8. Our Company Bluetooth Receiving Device
and Bluetooth
Communication Method
and Electronic Equipment
(ڦ
ʿཥɿண௪)
202010194668X Invention March 18,
2020
9. Our Company Automatic Mismatch
Calibration Circuit,
Method, and RF Receiver
(ج
᎖ટϗዚ)
2020107991640 Invention August 11,
2020
10. Our Company Chip Testing Device and
Functional Board (˪Ꮸ
̔)
2021116659663 Invention December 30,
2021
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 380 ---
No. Owner Description Patent No.
Types of
Patents
Application
Date
11. Our Company Low-Power Power Supply
Circuit ( Э̌ঃԶཥཥ༩)
202211140623X Invention September 20,
2022
12. Our Company Data Transceiving System,
Data Receiving Device,
and Its Control Method ( ᅰ
ኽϗ೯ӻ୕eᅰኽટϗண௪
ج)
2022101560607 Invention February 21,
2022
13. Our Company In-V ehicle Alarm System,
In-V ehicle Alarm Method,
and Computer Device ( ԓ
ج
ၑዚண௪)
2020107498422 Invention July 30, 2020
14. Our Company FLASH Abnormal Power-Off
Protection Circuit, Device,
and Method (FLASH ମ੬
ᚐཥ༩eༀໄʿ˙
ج)
2021107692003 Invention July 7, 2021
15. Our Company Low-Frequency Decoding
Integrated Circuit and
TPMS Control System ( Э
᎖༆ᇁණϓཥ༩ʿTPMS છ
Փӻ୕)
2022101236923 Invention February 10,
2022
16. Our Company Bluetooth Module, Event
Control Method for
Bluetooth Module, and
Electronic Equipment ( ᔝ˫
ԫ΁છՓ
ʿཥɿண௪)
2020103953387 Invention May 11, 2020
17. Our Company Signal Detection Circuit and
Tire Pressure Monitoring
System (ߣ
Ꮐ္಻ӻ୕)
2022109825131 Invention August 16,
2022
18. Our Company Bandgap Reference Circuit
(੭ქਿ๟ཥ༩)
2022106157364 Invention June 1, 2022
19. Our Company Automotive Motion State
Monitoring Integrated
Circuit Without an
Accelerometer ( ɓ၇ೌც̋
࿒
္಻ණϓཥ༩)
2016210044848 Invention August 31,
2016
20. Our Company Binary Floating-Point
Multiplication Circuit, Its
Control Method, and
Computing Device ( ɚආՓ
༶ၑཥ༩ʿՉછ
ၑༀໄ)
2021110117134 Invention August 31,
2021
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 381 ---
Domain Names
As of the Latest Practicable Date, we had registered the following domain name which we considered
to be material to our business:
No. Domain Name Registered owner Place of registration
1. senasic.com Our Company PRC
Software Copyrights
As of the Latest Practicable Date, we had registered the following software copyrights which we
considered to be material to our business:
No. Software Name Version Owner Registration No.
Date of
Registration
1. Universal Sensor Conditioning Chip
Debugging Software
(USI_Debug_Tool) ( ஷ͜ෂชኜሜଣ
˪ሜ༊ழ΁ (USI_Debug_Tool))
V1.0 Our Company 2024SR1901208 November 26,
2024
2. Senasic Oxygen Sensor Calibration
Software
V1.0 Our Company 2021SR1131600 July 30, 2021
3. Senasic BLE Tool Software V1.0 Our Company 2020SR0418703 May 8, 2020
3. FURTHER INFORMATION ABOUT OUR DIRECTORS
A. Particulars of Directors’ Contracts
Each of our Directors has entered into a service contract with our Company. Each service contract
is for an initial term equivalent to the term of service of such Director. The service contracts may be
renewed in accordance with the Articles and the applicable laws, rules and regulations.
Save as disclosed above, none of the Directors has or is proposed to enter into a service contract with
any member of our Group, other than contracts expiring or determinable by the relevant employer within
one year without the payment of compensation (other than statutory compensation).
B. Remuneration of Directors
See “Directors and Senior Management” and Note 8 to the Accountants’ Report in Appendix I to this
prospectus for the remuneration or benefits in kind paid to our Directors during the Track Record Period.
During the Track Record Period, no fees were paid by our Group to any of the Directors or the five
highest paid individuals as an inducement to join us or as compensation for loss of office.
4. DISCLOSURE OF INTERESTS
A. Disclosure of Interests of Directors
Save as disclosed below, immediately following the completion of the Global Offering and the
Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued
upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), none of
our Directors has any interest and/or short position in the Shares, underlying Shares and debentures of our
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 382 ---
Company or our associated corporations (within the meaning of Part XV of the SFO) which will be
required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV
of the SFO (including interest or short position which they were taken or deemed to have under such
provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the
register referred to therein, or which will be required, pursuant to the Model Code for Securities
Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules to be notified
to our Company, once the H Shares are listed on the Stock Exchange.
As of the Latest
Practicable Date
Immediately following the completion of
the Global Offering and the Conversion
of Unlisted Shares into H Shares
(without taking into account any Shares
that may be issued upon exercise of the
Over-allotment Option and under the
2026 Pre-IPO Share Option Scheme)
Name of Director
Our Company/
associated
corporation
Capacity/nature of
interest
Number of
Unlisted
Shares
Approximate
percentage of
shareholding
in the total
issued share
capital of our
Company
Number of
Shares
Description
of Shares
Approximate
percentage of
shareholding
in the total
issued share
capital of our
Company
Mr. Li Mengxiong(ҽྫྷඪ) /H1100/H1100/H1100/H1100/H1100/H1100Our Company Beneficial owner (1) 34,130,460 10.48% 34,130,460 H Shares 9.00%
Interest in controlled
corporation (1)(2)
57,301,400 17.60% 57,301,400 H Shares 15.12%
Interest held jointly
with another
person
(1)(2)
13,586,460 4.17% 13,586,460 H Shares 3.58%
Beneficial owner (3) 13,458,647 4.13% 13,458,647 Unlisted
Shares
3.55%
Mr. Li Shuguang
(ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100/H1100
Our Company Beneficial owner (1) 13,586,460 4.17% 13,586,460 H Shares 3.58%
Interest held jointly
with another
person
(1)(2)
91,431,860 28.08% 91,431,860 H Shares 24.12%
Beneficial owner (3) 611,757 0.19% 611,757 Unlisted
Shares
0.16%
Mr. Zhu Shouteng
(ϡςᙜ) /H1100/H1100/H1100/H1100/H1100/H1100
Our Company Interest in controlled
corporation (1)(2)
29,631,720 9.10% 29,631,720 H Shares 7.82%
Beneficial owner (3) 3,262,703 1.00% 3,262,703 Unlisted
Shares
0.86%
Ms. Xu Hongru (ߎࢱ
ν)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Our Company Interest in controlled
corporation (1)(2)
24,838,700 7.63% 24,838,700 H Shares 6.55%
(1) See “Substantial Shareholders” for details.
(2) These interests include the Shares beneficially owned by them under the Employee Incentive Schemes. See “—1. Further
Information about Our Company—F. Employee Incentive Schemes” for details.
(3) Represents the relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options
granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions) of those
options.
Up to the Latest Practicable Date, none of the Directors or their respective spouses and children
under 18 years of age had been granted by our Company or had exercised any rights to subscribe for shares
or debentures of our Company or any of its associated corporations.
B. Substantial Shareholders
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors
or chief executive are not aware of any other person, not being a Director or chief executive of our
Company, who has an interest or short position in the Shares and underlying Shares of our Company,
which following the completion of the Global Offering and the Conversion of Unlisted Shares into H
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Shares, would fall to be disclosed to our Company under the provisions of Divisions 2 an 3 of Part XV
of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting Shares of our
Company or any member of our Group.
C. Disclaimers
(1) None of our Directors has any direct or indirect interest in the promotion of our Company, or
in any assets which have within the two years immediately preceding the date of this prospectus
been acquired or disposed of by or leased to any member of our Group, or are proposed to be
acquired or disposed of by or leased to any member of our Group;
(2) None of our Directors is materially interested in any contract or arrangement subsisting at the
date of this prospectus which is significant in relation to the business of our Group taken as a
whole; and
(3) So far as is known to our Directors, none of our Directors, their respective close associates (as
defined under the Listing Rules) or Shareholders of our Company who are interested in more
than 5% of the issued share capital of our Company has any interests in the five largest
customers or the five largest suppliers of our Group.
5. OTHER INFORMATION
A. Estate Duty
Our Directors have been advised that no material liability for estate duty under the PRC laws is likely
to fall on our Company or its subsidiaries.
B. Litigation
As of the Latest Practicable Date, no member of our Group was engaged in any outstanding material
litigation or arbitration which may have material and adverse effect on the Global Offering and, so far as
our Directors are aware, no litigation or claim of material importance is pending or threatened by or
against any member of our Group.
C. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing Committee for the listing
of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering and the conversion
of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share
Option Scheme. The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
The Joint Sponsors will be paid by our Company a total fee of HK$6.5 million to act as the sponsors
in connection with the Listing.
D. Compliance Advisor
Our Company has appointed Maxa Capital Limited as the compliance advisor upon the Listing in
compliance with Rule 3A.19 of the Listing Rules.
E. Preliminary Expenses
We have not incurred any material preliminary expenses.
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F. Promoters
See “History, Development and Corporate Structure—Major Shareholding Changes Of Our
Company During The Track Record Period—Conversion into A Joint Stock Company” for details of our
promoters.
Within the two years immediately preceding the date of this prospectus, no cash, securities or other
benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters
in connection with the Global Offering and the related transactions described in this prospectus.
G. Qualification of Experts
The qualifications of the experts, as defined under the Listing Rules, who have given opinions in this
prospectus, are as follows:
Name Qualification
China International Capital
Corporation Hong Kong Securities
Limited
A licensed corporation to conduct type 1 (dealing in
securities), type 2 (dealing in futures contracts), type 4
(advising on securities), type 5 (advising on futures
contracts) and type 6 (advising on corporate finance)
regulated activities under the SFO
Guotai Junan Capital Limited A licensed corporation under the SFO for type 6 (advising
on corporate finance) of the regulated activities as defined
under the SFO
KPMG Certified Public Accountants
Public Interest Entity Auditor registered in accordance
with the Accounting and Financial Reporting Council
Ordinance
King & Wood PRC Legal Advisor
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Independent industry consultant
DLA Piper Singapore Pte. Ltd. Legal advisor as to international sanction law
H. Consents of Experts
Each of the experts named in “5. Other Information—G. Qualification of Experts” above has given
and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report
and/or letter and/or opinion and/or the references to its name included herein in the form and context in
which it is respectively included.
As of the Latest Practicable Date, none of the experts named above had any shareholding interests
in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe.
I. Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale,
purchase and transfer is effected on the H Share register of members of our Company, including in
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circumstances where such transaction is effect on the Stock Exchange. For further information in relation
to taxation, see “Regulation Overview.”
J. No Material and Adverse Change
Our Directors confirm that there has been no material and adverse change in the financial or trading
position of our Group since June 30, 2025 (being the latest balance sheet date of our consolidated financial
statements as set out in the Accountants’s Report).
K. Binding Effect
This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all
persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B
of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.
L. Related Party Transactions
Our Group entered into certain related party transactions within the two years immediately preceding
the date of this prospectus as mentioned in Note 31 to the Accountants’ Report in Appendix I to this
prospectus.
M. Miscellaneous
(1) Within the two years immediately preceding the date of this prospectus:
(i) save as disclosed in the section headed “History, Development and Corporate Structure”,
no share or loan capital of our Group has been issued or agreed to be issued or is proposed
to be fully or partly paid either for cash or a consideration other than cash;
(ii) no share or loan capital of our Group is under option or is agreed conditionally or
unconditionally to be put under option;
(iii) save as disclosed in the section headed “Underwriting,” no commissions, discounts,
brokerages or other special terms have been granted or agreed to be granted in connection
with the issue or sale of any share of our Group; and
(iv) save as disclosed in the section headed “Underwriting,” no commission has been paid or
is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to
procure subscription for any share in or debentures of our Company.
(2) There are no founder, management or deferred shares or any debentures in our Group.
(3) There has not been any interruption in the business of our Group which may have or has had
a significant effect on the financial position of our Group in the 12 months preceding the date
of this prospectus.
(4) Our Company has no outstanding convertible debt securities or debentures.
(5) There is no arrangement under which future dividends are waived or agreed to be waived.
(6) Save as disclosed in the section headed “History, Development and Corporate Structure,” none
of our equity and debt securities is listed or dealt with in any other stock exchange nor is any
listing or permission to deal being or proposed to be sought.
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(7) All necessary arrangements have been made to enable the H shares to be admitted into CCASS
for clearing and settlement.
(8) No company within our Group is presently listed on any stock exchange or traded on any
trading system.
O. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being published
separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong
Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of Companies in
Hong Kong for registration were:
(1) a copy of each of the material contracts referred to in “2. Further Information about Our
Business—A. Summary of Our Material Contracts” in Appendix IV to this prospectus; and
(2) the written consents referred to in “5. Other information—H. Consents of Experts” in Appendix
IV to this prospectus.
2. DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the websites of our Company at
www.senasic.com and on the website of the Stock Exchange at www.hkexnews.hk up to and including
the date which is 14 days from the date of this prospectus:
(1) the Articles of Association;
(2) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this
prospectus;
(3) the audited consolidated financial statements of our Group for the years ended December 31,
2023, 2024 and 2025;
(4) the report from KPMG relating to the unaudited pro forma financial information, the text of
which is set out in Appendix II to this prospectus;
(5) the material contracts referred to in “2. Further Information about Our Business—A. Summary
of Our Material Contracts” in Appendix IV to this prospectus;
(6) the written consents referred to in “5. Other Information—H. Consents of Experts” in Appendix
IV to this prospectus;
(7) the service contracts referred to in “3. Further Information about Our Directors—A. Particulars
of Directors’ Contracts” in Appendix IV to this prospectus;
(8) the legal opinions issued by King & Wood, our PRC Legal Advisor, in respect of certain general
corporate matters and our Group’s business operations in the PRC;
(9) the Employee Incentive Schemes;
(10) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.;
(11) the memorandum issued by DLA Piper Singapore Pte. Ltd. as to international sanction law; and
(12) a copy of the following PRC laws, together with unofficial English translations: (i) the PRC
Company Law; (ii) the PRC Securities Law; and (iii) the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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琻捷電子科技 ( 江蘇 ) 股份有限公司
SENASIC Electronics Technology Co., Ltd.
