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Shanghai Seer Intelligent Technology Co., Ltd.
上海仙工智能科技股份有限公司
Shanghai Seer Intelligent Technology Co., Ltd.
上海仙工智能科技股份有限公司
GLOBAL OFFERING
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, Joint Global Coordinators, 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
(A joint stock company established in the People’s Republic of China with limited liability)
Stock Code : 06106


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Shanghai Seer Intelligent Technology Co., Ltd.
ʮ̡
(A joint stock company established in the People’ s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the Global Offering : 10,497,300 H Shares (subject to the Offer Size
Adjustment Option and the Over-allotment Option)
Number of Hong Kong Offer Shares : 524,900 H Shares (subject to reallocation)
Number of International Offer Shares : 9,972,400 H Shares (subject to reallocation, the Offer
Size Adjustment Option and the Over-allotment
Option)
Offer Price : HK$101.60 per H Share, plus brokerage of 1.0%, AFRC
transaction levy of 0.00015%, SFC transaction levy of
0.0027% and Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong Kong dollars
and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 06106
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators,
Joint Global Coordinators, 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 “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable on Display” in
Appendix VII, 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 re sponsibility as
to the contents of this prospectus or any other documents referred to above.
The Offer Price will be HK$101.60 per Offer Share unless otherwise announced.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the numbe r of Offer
Shares being offered under the Global Offering and/or the indicative Offer Price below that stated in this prospectus at any time on or prior to the morn ing of the last
day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Offer Shares and/or the indic ative Offer
Price will be published on the websites of the Stock Exchange at www.hkexnews.hk
and the Company at www.seer-robotics.ai as soon as practicable following such
decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong P ublic
Offering. For more information, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.”
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the Hong Kong
Offer Shares, are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds a rise prior to 8:00 a.m. on
the Listing Date. Such grounds are set out in “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Term ination.”
Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including t he risk factors set out in “Risk
Factors.”
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt fr om, or not subject to, the
registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high
investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the
investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions.
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 on the websites of the Stock Exchange ( www.hkexnews.hk ) and the Company ( www.seer-robotics.ai ). If you require a printed copy of this
prospectus, you may download and print from the website addresses above.
IMPORTANT
June 15, 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 in relation to the Hong Kong
Public Offering.
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.seer-robotics.ai . 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 through the White Form eIPO service at www.eipo.com.hk ;
(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.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be
made for a minimum of 50 Hong Kong Offer Shares and in multiples of that number of Hong Kong
Offer Shares as set out in the table below.
If you are applying through the White Form eIPO service, you may refer to the table below for
the amount payable for the number of Shares you have selected. You must pay the respective amount
payable on application in full upon application for Hong Kong Offer Shares.
IMPORTANT


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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. You 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.
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
HK$ HK$ HK$ HK$
50 5,131.24 600 61,574.78 4,000 410,498.54 40,000 4,104,985.45
100 10,262.46 700 71,837.25 4,500 461,810.86 50,000 5,131,231.80
150 15,393.69 800 82,099.70 5,000 513,123.18 60,000 6,157,478.15
200 20,524.93 900 92,362.18 6,000 615,747.81 70,000 7,183,724.52
250 25,656.17 1,000 102,624.63 7,000 718,372.45 80,000 8,209,970.88
300 30,787.39 1,500 153,936.95 8,000 820,997.09 90,000 9,236,217.25
350 35,918.62 2,000 205,249.27 9,000 923,621.72 100,000 10,262,463.60
400 41,049.86 2,500 256,561.59 10,000 1,026,246.35 150,000 15,393,695.40
450 46,181.08 3,000 307,873.91 20,000 2,052,492.72 200,000 20,524,927.20
500 51,312.32 3,500 359,186.22 30,000 3,078,739.08 262,450
(1) 26,933,835.72
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(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)
and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange
(in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the
AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of the Hong Kong Offer Shares will be considered and any
such application is liable to be rejected.
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If there is any change in the following expected timetable of the Hong Kong Public Offering,
we will issue an announcement on the respective websites of our Company at www.seer-robotics.ai
and the Stock Exchange at www.hkexnews.hk .
Hong Kong Public Offering commences ..................................... 9:00 a.m. on
Monday, June 15, 2026
Latest time for completing electronic applications
under White Form eIPO service through the designated
website at www.eipo.com.hk (2) .........................................1 1:30 a.m. on
Thursday, June 18, 2026
Application lists of the Hong Kong Public Offering open (3) ......................1 1:45 a.m. on
Thursday, June 18, 2026
Latest time for (a) completing payment for
White Form eIPO 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
Thursday, June 18, 2026
If you are 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, 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 of the Hong Kong Public Offering close ....................... 12:00 noon on
Thursday, June 18, 2026
Announcement of the level of
indications of interest in the International Offering,
the level of applications in the Hong Kong Public
Offering and the basis of allocation of the Hong Kong
Offer Shares on our website at www.seer-robotics.ai
(6) and
the website of the Stock Exchange at www.hkexnews.hk ............n o later than 11:00 p.m. on
Tuesday, June 23, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of channels,
including:
 in the announcement to be posted on our website
and the website of the Stock Exchange at
www.seer-robotics.ai
(6) and www.hkexnews.hk ,
respectively .........................................n o later than 11:00 p.m. on
Tuesday, June 23, 2026
 from the designated results of allocations website
at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from .................................1 1:00 p.m. on
Tuesday, June 23, 2026
to 12:00 midnight on
Monday, June 29, 2026
EXPECTED TIMETABLE
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 from the allocation results telephone enquiry
by calling +852 2862 8555 between ....................... 9:00 a.m. and 6:00 p.m. on
Wednesday, June 24, 2026,
Thursday, June 25, 2026,
Friday, June 26, 2026 and
Monday, June 29, 2026
H Share certificates in respect of wholly or partially successful
applications pursuant to the Hong Kong Public Offering to be
dispatched or deposited into CCASS on or before
(6)...................T uesday, June 23, 2026
White Form e-Refund payment instructions/refund cheques in respect
of wholly or partially successful applications (if applicable) or
wholly or partially unsuccessful applications pursuant to
the Hong Kong Public Offering to be dispatched on or before
(8) .......W ednesday, June 24, 2026
Dealings in the H Shares on the Stock Exchange
to commence at ..................................................... 9:00 a.m. on
Wednesday, June 24, 2026
Notes:
(1) All times refer to Hong Kong local time, except as otherwise stated.
(2) You will not be permitted to submit your application under the White Form eIPO service through the designated website
at www.eipo.com.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 Severe Weather Signal(s) (as defined in “How to Apply for Hong Kong Offer Shares — E. Severe Weather
Arrangements”) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, June 18, 2026, the
application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E. Severe Weather
Arrangements.”
(4) Applicants who apply for Hong Kong Offer Shares through HKSCC EIPO channel should refer to “How to Apply for
Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels.”
(5) H Share certificates are expected to be issued on Tuesday, June 23, 2026 but will only become valid evidence of title
provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements
has been terminated in accordance with its terms, which is scheduled to be around Wednesday, June 24, 2026. Investors
who trade the H Shares on the basis of publicly available allocation details before the receipt of H Share certificates and
before they become valid evidence of title do so entirely of their own risk.
(6) None of the websites or any of the information contained on the websites forms part of this prospectus.
(7) White Form e-Refund payment instructions/refund cheques (if applicable) will be issued in respect of wholly or partially
unsuccessful applications and in respect of wholly or partially successful applications. Part of the applicant’s Hong Kong
identity card number or passport number, or, if the application is made by joint applicants, part of the Hong Kong identity
card number or passport number of the first-named applicant, provided by the applicant(s) may be printed on the refund
cheque, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of
an applicant’s Hong Kong identity card number or passport number before encashment of the refund cheque. Inaccurate
completion of an applicant’s Hong Kong identity card number or passport number may invalidate or delay encashment of
the refund cheque.
(8) Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to “How to Apply
for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” for
details.
Applicants who have applied through the White Form eIPO service and paid their applications monies through single
bank accounts may have refund monies (if any) despatched to the bank account in the form of White Form e-Refund
payment instructions. Applicants who have applied through the White Form eIPO service and paid their application
monies through multiple bank accounts may have refund monies (if any) despatched to the address as specified in their
application instructions in the form of refund cheques by ordinary post at their own risk.
Any uncollected H Share certificates and/or refund cheques will be despatched by ordinary post, at the applicants’ risk, to
the addresses specified in the relevant applications.
Further information is set out in “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share
Certificates and Refund of Application Monies.”
The above expected timetable is a summary only. Y ou should read carefully the sections
headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong Kong
Offer Shares” for details relating to the structure of the Global Offering, procedures on the
applications for Hong Kong Offer Shares and the expected timetable, including conditions, severe
weather arrangements and the despatch of refund cheques and H Share certificates.
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, we 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 the Company 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
making, and does not constitute, an offer or invitation in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares
in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of
this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus for
purposes of a public offering and the offering and sale of the Hong Kong 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 the Company, the Sole Sponsor , the Sponsor-Overall Coordinator , the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries, 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. Information contained on our website ( www.seer-robotics.ai
) does not form part of this
prospectus.
Page
Expected Timetable ...................................................... i
Contents .............................................................. i i i
Summary ............................................................. 1
Definitions ............................................................ 1 5
Glossary of Technical Terms ............................................... 2 4
Forward-Looking Statements .............................................. 2 8
Risk Factors ........................................................... 2 9
Waivers from Strict Compliance with The Listing Rules .......................... 5 7
Information about this Prospectus and the Global Offering ....................... 6 0
Directors and Parties Involved in the Global Offering ........................... 6 4
Corporate Information ................................................... 6 8
History, Development and Corporate Structure ................................ 7 0
Industry Overview ...................................................... 8 9
Regulatory Overview .................................................... 1 0 4
CONTENTS
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Business .............................................................. 1 1 5
Relationship with the Controlling Shareholders ................................ 1 9 6
Directors and Senior Management .......................................... 1 9 9
Share Capital .......................................................... 2 0 8
Substantial Shareholders .................................................. 2 1 2
Financial Information .................................................... 2 1 4
Future Plans and Use of Proceeds ........................................... 2 5 0
Cornerstone Investors .................................................... 2 5 5
Underwriting .......................................................... 2 6 1
Structure of the Global Offering ............................................ 2 7 3
How to Apply for Hong Kong Offer Shares ................................... 2 8 2
Appendix I — Accountants’ Report ...................................... I - 1
Appendix II — Unaudited Pro Forma Financial Information ................... II-1
Appendix III — Taxation and Foreign Exchange ............................. III-1
Appendix IV — Summary of Principal Legal and Regulatory Provisions ........... I V - 1
Appendix V — Summary of Articles of Association ........................... V - 1
Appendix VI — Statutory and General Information ........................... VI-1
Appendix VII — Documents Delivered to the Registrar of Companies
in Hong Kong and Available on Display ..................... VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus. As
this is a summary, it does not contain all the information that may be important to you. You should
read the entire prospectus before you decide to invest in our Offer Shares. In particular , we are a
specialist technology company seeking to list on the Main Board of the Hong Kong Stock Exchange
under Chapter 18C of the Listing Rules because we are unable to meet the requirements under Rule
8.05(1), (2) or (3) of the Listing Rules. There are unique challenges, risks and uncertainties
associated with investing in companies such as ours. In addition, we have incurred a net loss since
our inception, and we may incur a net loss for the foreseeable future. We recorded net cash used in
operating activities within the Track Record Period. We did not declare or pay any dividend during
the Track Record Period and do not anticipate paying any cash 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 our
Shares are set out in the section headed “Risk Factors” in this prospectus. You should read that
section carefully before you decide to invest in our Offer Shares. V arious expressions used in this
section are defined in the sections headed “Definitions” and “Glossary of Technical Terms” in this
prospectus.
OVERVIEW
We are an intelligent robotics company defined by our robotic control systems, or what we call
the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies
form the foundation of our intelligent robot offerings. Leveraging our market position and technology
in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop
development, acquisition and use of intelligent robots across real-world scenarios.
At the core of every intelligent robot is its control system, which consists of the embedded robotic
controller within the robot and the software deployed in the cloud. The controller governs core robotic
functions such as perception, positioning, decision-making and motion control, and operates through a
layered technology stack that includes vision-language-action (“ VLA”), reinforcement learning,
end-to-end navigation models and simultaneous localization and mapping (“ SLAM”), orchestrating
sensors and actuators to enable autonomous operation. The cloud-based software uses advanced
scheduling and optimization algorithms to assign tasks to a wide range of robots through a unified
communication interface, which coordinates robot actions among different robot types to enable
efficient execution at both individual and fleet levels.
Founded on our expertise in robotic control systems and data accumulated from thousands of
distinct operating conditions, we enable integrators and end customers to adopt intelligent robots with
ease. We have built a broad customer base of over 2,000 integrators and end customers spanning more
than 35 countries and regions. In 2025, we generated 82.7% of our revenue in the Chinese Mainland,
with the remaining portion derived from overseas markets. Integrators incorporate our products into
broader automation solutions by adding components, software and custom engineering to meet their
clients’ specific application needs. End customers include enterprises in various industries. Serving both
segments allows us to stay attuned to evolving industrial demands, refine our products for diverse
applications, expand our market reach and deepen industry expertise. To date, more than 2,000 robot
SUMMARY
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models have been deployed through our platform in over 20 sectors, including computers,
communications and consumer electronics (“ 3C”), automotive, automation equipment, new energy,
semiconductors, construction machinery and biopharmaceuticals.
Our Products
We offer controllers, software, robots and accessories all under one roof to simplify development,
acquisition and use for a wide spectrum of industries and applications. All of our robotic controllers,
software, robots and accessories are designated Specialist Technology Products as defined under
Chapter 18C of the Listing Rules. For how our products fall within acceptable sectors of a Specialist
Technology Industry as defined under Chapter 18C of the Listing Rules, see “Business —
Commercialization” for details.
Robotic Controllers
The SRC series controllers, developed in-house and embedded within the robot as the “brain,”
execute core functions such as perception, positioning, decision-making and motion control. They
support advanced capabilities such as SLAM, navigation in changing environments, obstacle avoidance,
visual-semantic recognition and robot and model parameter configuration. By integrating these core
functions within a unified architecture, our SRC series controllers orchestrate and execute substantially
all mission-critical functions of intelligent robots. With broad interface compatibility, the controllers
connect to a wide array of sensors and actuators and run a fusion of intelligent algorithms spanning
visual-language mapping, VLA, reinforcement learning and end-to-end navigation models to drive
autonomous behavior in intelligent robots.
Built to industrial-grade standards, each SRC series controller integrates chips and coprocessors
within a heterogeneous architecture that delivers high-stability, low-latency performance and strong
generalization for various deployment types. As of December 31, 2025, our controllers are compatible
with more than 400 component types, enabling customers to build their own robots like stacking
functional blocks without requiring in-depth knowledge of hardware compatibility or robotics
engineering and thereby accelerating development cycles.
Software
Our proprietary software, hosted on cloud servers and acting as the cloud-based “brain” of the
robot, functions as the central command system for robot fleet operations. It enables full-cycle digital
operations ranging from mission planning, project simulation and intelligent scheduling to decision
support and human−robot collaboration. Our software suite, typically deployed on customers’ private
clouds, includes the M4 smart scheduling and management system and the Meta series of visualization
software. It integrates with enterprise systems to receive operational instructions and connects with
robots to allocate tasks and report execution status. Using a unified communication interface and
standardized controller protocols, the suite enables centralized coordination among heterogeneous fleets
in varied use cases.
Our M4 system innovates to integrate the functions of a fleet management system (“ FMS”), a
warehouse control system (“ WCS”) and a warehouse management system (“ WMS”) into an all-in-one
platform. M4 combines advanced scheduling algorithms, optimization algorithms and an easy-to-use
SUMMARY
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development framework, allowing large robot fleets to respond and execute promptly and adapt to
changing business needs. Meta-World, our flagship visualization software powered by 3D-rendering and
visualization technologies, creates a synchronized, real-time virtual replica of physical environments,
enabling visualization of operational status and simulation of process adjustments, thereby enhancing
monitoring efficiency through real-time anomaly detection and improving control efficiency by
allowing pre-deployment testing of modifications in a secure environment. Additionally, we have
developed a simulation platform based on world models, which enables the construction of virtual
environments for intelligent robot operation and supports data generation within simulated scenarios.
Robots
Our Nebula system curates a catalog of over 1,000 robot models equipped with SRC series
controllers, covering wheeled humanoid robots, legged robots, lifting robots, pallet trucks, stacker
forklifts, counterbalanced forklifts, carton transfer autonomous robots, cleaning robots and all-terrain
robots. Each robot in our portfolio is equipped with our proprietary SRC series controllers, through
which we commercialize and scale our robotic control technologies across diverse deployment
scenarios. See “— Overview — Our Revenue Model” for details of the revenue contribution of our
robots and robotic controllers. Our portfolio focuses on autonomous mobile robots (“ AMRs”)
(including mobile manipulators) and humanoid robots for industrial deployment, which are distinct from
commercial service robots and other robots deployed in non-industrial application scenarios, given the
stringent precision requirements, expanded functional scope and challenging operating environments of
industrial applications, according to CIC. Through a “what-you-see-is-what-you-get” interface, our
customers configure robots by selecting functions, components and appearance in real time, similar to
vehicle customization. Once configured, the system immediately generates corresponding pricing, lead
time and lifecycle service details.
We coordinate with manufacturing partners within our robotic ecosystem to produce robots
featuring customer-selected configurations. In the case of our wheeled humanoid robots, for example,
our component arsenal includes key modules such as joint motors, vision sensors and dexterous hands.
Using a 3D visual configurator, our customers can complete a full humanoid configuration in a short
time. Our operational systems connect directly to the configured robots equipped with SRC series
controllers to enable real-time scheduling and command execution in on-site deployments.
We enable our customers to build and deploy fully customized intelligent robots with a compact
team of electrical and mechanical engineers. Robots available through our Nebula system are applied in
over 20 sectors under distinct operating conditions, offering fast configuration, flexibility and reduced
technical constraints.
Accessories
To enhance the functionality and adaptability of our robotic controllers and robots, we provide a
wide range of peripheral accessories, including sensors, power modules and end-effectors. While these
accessories are developed and manufactured by third parties, we incur substantial technical costs to
ensure seamless interoperability with our robotic controllers and robots. We maintain a dedicated
technical team responsible for adaptation and integration, which includes setting specific technical
requirements for suppliers and adjusting our robotic systems to achieve optimal compatibility. The
configuration, customization and integration of these accessories are led by us to ensure system-level
consistency. In addition, we provide after-sales services for accessories, including installation support
and technical assistance, to help customers tailor robotic solutions adaptive to evolving operational
scenarios. Beyond broadening application flexibility, our accessories also simplify the acquisition and
use processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce
integration barriers, shorten lead times and streamline robot assembly.
Our Business Model
We facilitate the sale of integrated robotic products, robotic components and accessories,
streamlining the development, acquisition and use of intelligent robots. We provide a wide range of
options to meet diverse customer needs, spanning building customized robots, selecting pre-configured
models, managing robotic operations and accessing toolchain and knowledge base for continuous
improvement.
We collaborate closely with integrators, end customers and suppliers to deliver comprehensive
robotics products spanning controllers, robots, software and accessories. Through these partnerships, we
gain deep insight into customer requirements and application environments, enabling precise definition
of technical parameters and tailored hardware configurations. Across all product categories, we retain
full ownership of designing, developing and integrating core technologies and engaging external
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partners for manufacturing and component sourcing. For robotic controllers, we lead product
architecture and hardware design alongside proprietary software and algorithm development.
Manufacturing and assembly are outsourced to qualified partners under our strict quality verification
protocols. For robots, we lead product design, engineering solutions and industrial design, while
external manufacturers execute mechanical design, structural fabrication, and assembly under our
quality management oversight. During the Track Record Period, we outsourced the entire manufacturing
process of our robotic controllers and robots to third-party manufacturers. Our software products, which
are typically bundled with our controllers and robots, are fully self-developed, covering design,
software and algorithm development and testing. For accessories such as LiDAR and cameras, we
define technical parameters and conduct several rounds of testing to ensure compatibility with our
products. Only after passing this process are the accessories made available for customer purchase.
Throughout our integrated workflow, we sustain active technical engagement and implement
independent quality control to fulfill customer expectations.
Our Revenue Model
We have adopted a transaction-based model for sales of our products. A majority of our revenue is
derived from the sales of robots integrating our SRC series robotic controllers, which have
demonstrated a constant growth trend throughout the Track Record Period. In addition, a significant
portion of our revenue is generated from sales of robotic controllers. Our robotic controllers achieved
higher sales volumes and maintained substantially higher gross margins than robots throughout the
Track Record Period, with gross margins of 85.2%, 81.0% and 79.8% in 2023, 2024 and 2025,
respectively. While robots contributed a larger portion of our revenue due to their higher selling prices
arising from the inclusion of mechanical structures and other physical components, revenue contribution
alone may not fully reflect the breadth of deployment and technological value delivered through our
robotic controllers. We also generate a smaller portion of revenue from sales of software and
accessories. The absolute amount of revenue generated from software has been steadily increasing
during the Track Record Period. We typically charge one-off fees on a per-license basis for our
software. Maintenance services are provided free of charge during the warranty period of generally one
year. Upgrade services, however, are not included within the scope of free maintenance and, if
requested by customers, are subject to additional fees based on the working hours incurred.
Accordingly, customers are required to pay for all upgrade services. As a key complementary product to
our robotic controllers and robots, software also plays a critical role in boosting the sales of other
products. In addition to these revenue-generating products, we provide infrastructure and toolchain to
customers, including the Nebula system, Roboshop and Robocare.
The following table sets forth a breakdown of our revenue by product type for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Robots .................. 148,667 59.8 235,763 69.5 299,911 67.9
Robotic controllers ........... 66,059 26.5 57,413 16.9 85,165 19.3
Software ................. 16,530 6.6 20,297 6.0 23,414 5.3
Accessories (1) .............. 17,767 7.1 25,850 7.6 33,387 7.5
Total revenue .............. 249,023 100.0 339,323 100.0 441,877 100.0
(1) Consists primarily of LiDARs, cameras and motors.
Our revenue generated from sales of robotic controllers decreased by 13.1% from RMB66.1 million in
2023 to RMB57.4 million in 2024, primarily due to customer preferences in the Chinese Mainland, where
enterprises increasingly prioritize cost-effectiveness when selecting robotic controllers. While the total
number of robotic controllers we sold increased from 2,553 units in 2023 to 4,055 units in 2024, the sales
mix shifted toward budget-friendly controller models such as the SRC-880 series. Although these models
offer fewer features, their lower prices appealed to cost-sensitive customers, resulting in higher sales volume
but a decline in overall revenue. See “Financial Information — Year-to-Year Comparison of Results of
Operations” for details.
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The following table sets forth a breakdown of our gross profit and gross profit margin by product type
for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Gross profit Gross margin Gross profit Gross margin Gross profit Gross margin
(%) (%) (%)
(RMB in thousands, except for percentages)
Robots ................... 50,649 34.1 85,038 36.1 115,200 38.4
Robotic controllers ............. 56,251 85.2 46,490 81.0 67,955 79.8
Software ................. 14,195 85.9 17,827 87.8 20,906 89.3
Accessories (1) ............... 1,331 7.5 6,330 24.5 5,234 15.7
Total ................... 122,426 49.2 155,685 45.9 209,295 47.4
(1) Consists primarily of LiDARs, cameras and motors.
The gross profit margin of our robotic controllers decreased from 85.2% in 2023 to 81.0% in 2024,
mainly attributable to the increased sales contribution of our entry-level SRC-880 series controllers, which
have a relatively lower margin. The gross profit margin of our robotic controllers remained relatively stable
at 79.8% in 2025.
The gross profit margin of our accessories increased from 7.5% in 2023 to 24.5% in 2024, mainly
attributable to the improvement in the gross profit margin of sensors, due to reduced procurement costs
arising from bulk purchase. The gross profit margin of our accessories decreased from 24.5% in 2024 to
15.7% in 2025, primarily due to the industry-wide decrease in the gross profit margin of sensors, as the
intensified market competition led to a decline in sensor prices. According to CIC, the decrease in the gross
profit margin of accessories during the Track Record Period was generally in line with the industry trend.
See “Financial Information — Year-to-Year Comparison of Results of Operations” for details.
The following table sets forth a breakdown of the sales volume and average unit price by product type
for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Sales volume
Robots (in units) ........................ 1,229 2,576 3,168
Robotic controllers (in units) ................. 2,553 4,055 7,924
Software (in revenue-generating number of license) .... 668 701 759
Accessories (1) (in units) .................... 68,937 78,919 255,046
Average unit price (RMB in thousands)
Robots ............................. 121.0 91.5 94.7
Robotic controllers ...................... 25.9 14.2 10.7
Software ............................ 24.7 29.0 30.8
Accessories
(1) ......................... 0.3 0.3 0.1
(1) Consists primarily of LiDARs, cameras and motors.
The average unit price of our robots and robotic controllers generally decreased during the Track
Record Period, primarily due to reductions in upstream component and raw material costs, such as cameras
and motors driven by increased supply volume in the market, together with the growing benefits of
economies of scale, as increased procurement volume and production output enabled us to improve supply
chain management and production efficiency and enhance our bargaining power with suppliers. For example,
according to CIC, the average price of sensors, a key component of our robots, declined at a CAGR of more
than 10% in the past three years due to intensified market competition. Industry dynamics, including broader
market adoption and intensifying competition, also contributed to the decreases. According to CIC, the
general decrease in the average unit price of our robotic controllers and robots during the Track Record
Period is consistent with the industry trend.
The average unit price of our accessories decreased to RMB0.1 thousand in 2025, primarily due to
changes in product mix as sales volume of certain cost-effective accessories, such as QR-code labels with
relatively low unit prices used to assist robot navigation, increased significantly. According to CIC, the
general decrease in the average unit price of accessories during the Track Record Period is consistent with
the industry trend. See “Financial Information — Year-to-Year Comparison of Results of Operations” for
details.
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Our Key Operating Metrics
The following table sets forth certain key operating metrics for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Number of contracting customers (1) ............. 620 850 1,114
Number of new contracting customers (2) .......... 420 516 614
Recurring customer rate (3) ................... 32.3% 39.3% 44.9%
Contribution rate of existing contracting customers (4) ... 50.9% 54.9% 60.6%
Number of transactions (5) ................... 1,008 1,525 2,097
Average transaction value
(RMB in thousands) (6) ................... 322 276 294
Revenue generated from new contracting customers
(RMB in thousands) .................... 102,764 139,327 140,861
(1) Represent customers who placed orders with us during the given year.
(2) Represent customers who placed orders with us during the given year but did not place orders with us in any prior year.
(3) Calculated by dividing (i) the number of contracting customers in both the current year and any prior year by (ii) the total number
of contracting customers in the current year.
(4) Calculated by dividing (i) the aggregate value of the orders received in a given year from contracting customers in both the current
year and any prior year by (ii) the aggregate value of orders received in current year from contracting customers.
(5) Excluding the contracts purely purchasing accessories.
(6) Calculated by dividing the total transaction value, representing the aggregated contract value (excluding the contracts purely
purchasing accessories) for a given period by the number of contracts.
OUR STRENGTHS
We believe the following competitive strengths contribute to our success and propel us into the future:
(i) the intelligent robot engine built on deep technical infrastructure; (ii) strong technological capabilities
powering robotics innovation; (iii) dual flywheels powering AI capabilities and commercial success; (iv)
widespread deployment by high-profile enterprises; and (v) seasoned management with technical expertise
over 15 years and market insights. See “Business — Our Strengths” for details.
OUR STRATEGIES
We believe the following strategies pave the way for our sustained success in the future: (i) continue
R&D efforts to drive robotics innovation; (ii) build a collaborative and inclusive robotics ecosystem for
industry-wide innovation; (iii) expand our product portfolio and market presence; (iv) broaden geographic
presence and enhance customer support; and (v) develop a global talent network for innovation and growth.
See “Business — Our Strategies” for details.
OUR MARKET OPPORTUNITIES AND COMPETITION
Industrial scenarios have nowadays become one of the key application scenarios for intelligent robots,
driven by the high degree of variability both across sectors and within individual factories. Such “thousand
factories, thousand faces” situation creates strong demand for intelligent robots to streamline operations and
improve precision in varied industrial settings. In terms of revenue, the size of the global industrial
intelligent robot market increased from RMB10.0 billion in 2021 to RMB28.6 billion in 2025, representing a
CAGR of 29.9% from 2021 to 2025, and is projected to reach RMB198.5 billion by 2030, representing a
CAGR of 48.6% from 2026 to 2030. In terms of sales volume, the size of the industrial intelligent robot
market grew from 51.2 thousand units in 2021 to 160.9 thousand units in 2025, representing a CAGR of
33.1% from 2021 to 2025. The market is projected to expand further to reach 994.8 thousand units by 2030,
representing a CAGR of 44.9% from 2026 to 2030.
Among the industrial intelligent robotic enterprises, we ranked seventh globally and third in China in
the industrial intelligent robot market by revenue in 2025, with market shares of 1.1% and 2.5%,
respectively, according to CIC. In 2025, we ranked second globally and second in China in terms of the
number of industrial intelligent robots equipped with the controllers supplied by the relevant robotics
companies, with market shares of 7.7% and 14.6%, respectively, according to CIC. According to the same
source, we ranked first globally and in China by robotic controller sales volume in 2025 with market shares
of 24.8% and 45.2%, respectively. See “Industry Overview” and “Business — Market Opportunity and
Competition” for details.
RESEARCH AND DEVELOPMENT
Our ability to develop new technologies, design new products and solutions, and enhance existing
products and solutions is critical for maintaining our market position. We have established interdisciplinary
research and development capabilities that draw upon a diverse range of fields, such as software engineering,
electronic engineering, control science, AI, computer vision and machine learning. During the Track Record
Period, our research and development expenses were RMB63.7 million, RMB71.3 million and RMB79.2
SUMMARY
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million in 2023, 2024 and 2025, respectively, representing 25.6%, 21.0% and 17.9% of our revenue in the
respective years. All of these expenses were solely related to our Specialist Technology Products. See
“Business — Research and Development” for details.
As of the Latest Practicable Date, we owned 195 registered patents in China and four registered patents
in Japan, among which 67 are invention patents. As of the same date, we had 31 patent applications in China
and eight Patent Cooperation Treaty (“ PCT”) applications, which were pending approval. We believe there
are no material impediments to the grant of such patent applications. As of the Latest Practicable Date, we
had 53 software copyrights in China and 174 registered trademarks globally. We acquire patents through
self-development. During the Track Record Period and up to the Latest Practicable Date, we owned all our
patents as well as patent applications and had no co-ownership or co-sharing arrangements of our patents and
patent applications with third parties. As of the Latest Practicable Date, we had 26 material granted patents
for core technologies in relation to our Specialist Technology Products, for which we are the registered
owner. See “Business — Intellectual Property Rights” for details.
OUR CUSTOMERS
Over the years, we have cultivated a broad and geographically-diversified customer base spanning over
35 countries and regions. In 2023, 2024 and 2025, we generated revenue from 587, 832 and 1,150 customers,
respectively. Our customers comprise: (i) integrators, who integrate our products into broader automation
solutions by adding components, software and custom engineering to serve the end applications of their
clients, and (ii) end customers, which include corporate customers across a range of industries such as 3C,
automotive, automation equipment, new energy, semiconductors, construction machinery and
biopharmaceuticals. See “Business — Our Customers” for details.
OUR SUPPLIERS
Our major suppliers are manufacturing services and components providers. According to CIC, it is not
uncommon for players in the intelligent robot industry to outsource their manufacturing processes. In 2023,
2024 and 2025, our aggregate purchases from the five largest suppliers in each year during the Track Record
Period amounted to RMB50.7 million, RMB71.0 million and RMB75.8 million, respectively, accounting for
40.1%, 38.7% and 32.6% of our total cost of sales, respectively, in 2023, 2024 and 2025. For the same years,
our purchases from the single largest supplier in each year during the Track Record Period amounted to
RMB18.4 million, RMB29.0 million and RMB23.4 million, accounting for 14.5%, 15.8% and 10.1%,
respectively, of our total cost of sales. See “Business — Supply Chain Management — Our Major Suppliers”
for details.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial information for
the Track Record Period, extracted from the Accountants’ Report set out in Appendix I. You should read this
summary in conjunction with our consolidated financial information included in the Accountants’ Report set
out in Appendix I, including the accompanying notes, and the information set forth in “Financial
Information.”
Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income
The following table sets forth key consolidated statements of profit or loss and comprehensive income
items for the years indicated. See “Financial Information” for details.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of Revenue Amount % of Revenue Amount % of Revenue
(RMB in thousands, except for percentages)
Revenue .................. 249,023 100.0 339,323 100.0 441,877 100.0
Cost of sales ................. (126,597) (50.8) (183,638) (54.1) (232,582) (52.6)
Gross profit ................ 122,426 49.2 155,685 45.9 209,295 47.4
Other income and gains ............ 5,784 2.3 10,576 3.1 11,629 2.6
Selling and distribution expenses ......... (72,279) (29.0) (88,985) (26.2) (105,667) (23.9)
Administrative expenses ............ (36,783) (14.8) (42,929) (12.7) (67,654) (15.3)
Research and development expenses ....... (63,749) (25.6) (71,311) (21.0) (79,168) (17.9)
Impairment losses on financial assets, net ..... (622) (0.2) (1,932) (0.6) (10,576) (2.4)
Other expenses ................ (200) (0.1) (98) (0.0) (1,540) (0.3)
Finance costs ................. (1,561) (0.6) (2,163) (0.6) (3,116) (0.7)
Loss before tax ............... (46,984) (18.9) (41,157) (12.1) (46,797) (10.6)
Income tax expense .............. (720) (0.3) (1,151) (0.3) (269) (0.1)
Loss for the year .............. (47,704) (19.2) (42,308) (12.5) (47,066) (10.7)
SUMMARY
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On the accounting treatment of redemption rights, anti-dilution rights and liquidation preferences rights
of Pre-IPO Investments, see “— Our Pre-IPO Investors” below and Note 30 to the Accountants’ Report for
details.
Non-IFRS Measures
We define adjusted net loss (non-IFRS measure) as loss for the years adjusted for equity-settled
share-based payment expenses and listing expenses. We define adjusted net loss margin (non-IFRS measure)
as adjusted net loss (non-IFRS measure) expressed as a percentage of our total revenue. Equity-settled
share-based payment expenses consist of non-cash expenses arising from granting restricted share units to
employees. See Note 31 to the Accountants’ Report in Appendix I to this prospectus for details. Listing
expenses mainly include professional fees incurred in relation to the Listing and the Global Offering. The
following table sets forth a reconciliation of our loss for the year to adjusted net loss (non-IFRS measure)
and adjusted net loss margin (non-IFRS measure) for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Loss for the year .......................... (47,704) (42,308) (47,066)
Adjusted for:
Equity-settled share-based payment expenses ............. 26,797 31,677 28,799
Listing expenses .......................... — — 15,402
Non-IFRS measures:
Adjusted net loss for the year ................... (20,907) (10,631) (2,865)
Adjusted net loss margin (%) ................... (8.4) (3.1) (0.6)
We use adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) as
additional financial measures, which are not required by, or presented in accordance with, IFRS, to
supplement our consolidated financial statements which are presented under IFRS. We believe that such
non-IFRS measures facilitate comparisons of operating performance from year to year and company to
company by eliminating the potential impact of certain items and provide 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 the adjusted net loss (non-IFRS measure) and adjusted net
loss margin (non-IFRS measure) may not be comparable to similarly-titled measures presented by other
companies. The use of such non-IFRS measures has limitations as analytical tools, and you should not
consider them in isolation from, or as a substitute for, analysis of our results of operations or financial
condition as reported under IFRS. See “Financial Information — Results of Operations — Non-IFRS
Measures” for details.
We had an accumulated loss as of January 1, 2023, and incurred net loss of RMB47.7 million,
RMB42.3 million and RMB47.1 million in 2023, 2024 and 2025, respectively. Our adjusted net loss
(non-IFRS measure) was RMB20.9 million, RMB10.6 million and RMB2.9 million in 2023, 2024 and 2025.
Our losses in the Track Record Period were primarily because our intelligent robotics business is at its early
stage and we have made substantial investments to drive the growth of our business, which we believe are
indispensable to establish compelling competitive advantages for the growth of our business. We expect to
remain loss-making for the year ending December 31, 2026, given the planned business investments and our
listing expenses in connection with the Global Offering.
BUSINESS SUSTAINABILITY
We incurred net loss of RMB47.7 million, RMB42.3 million and RMB47.1 million in 2023, 2024 and
2025, respectively. Our adjusted net loss (non-IFRS measure) was RMB20.9 million, RMB10.6 million and
RMB2.9 million in 2023, 2024 and 2025. See “Financial Information — Results of Operations — Non-IFRS
Measures” for details. Our losses during the Track Record Period were primarily due to (i) our limited
operating history, (ii) significant investments in R&D, (iii) selling and distribution efforts to expand market
presence, and (iv) our economies of scale still materializing. We believe that our strong customer base, robust
technology and product capabilities, and a wide range of ecosystem partners provide a solid foundation for
our sustainable long-term growth. We plan to achieve break-even and profitability primarily through
implementing the following strategies:
 Capture market opportunity to grow business scale. The global intelligent robot industry is
rapidly growing. As a leader in robotic control systems, our expertise in robotic control systems
and intelligent robots uniquely position us to capitalize on this growth and achieve profitability.
 Continue to invest in technologies. We aim to strengthen our market competitiveness and seize
the rapid global growth opportunities in the intelligent robot industry by continuously increasing
investments in three key areas: AI, infrastructure and toolchain development, and embodied AI.
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 Expand our product offerings. We will continue to extend our robotic controller product series,
expand into new categories of embodied AI, accelerate the commercialization of humanoid
robots, and enhance our software systems’ intelligence and ease of use.
 Strengthen collaborations with existing customers and attract new customers. We believe we can
increase our revenue through our continual efforts to develop new customers and strengthen our
collaboration with existing customers. We plan to establish regional headquarters in key industrial
areas in the Chinese Mainland, such as Suzhou, Wuhan, and Xi’an, to increase our penetration in
these areas. We have built stable relationships with major customers, and many of them choose to
purchase from us again. The contribution rate of existing contracting customers increased
throughout the Track Record Period, amounting to 50.9%, 54.9% and 60.6% in 2023, 2024 and
2025, respectively. The recurring customer rate also experienced growth from 32.3% in 2023 to
39.3% in 2024 and further to 44.9% in 2025.
 Further expand overseas markets. We will focus on high-growth regions and flagship customers,
and accelerate our penetration in Europe and North America as well as emerging markets.
 Maintain strong gross margin. We are currently implementing various measures to improve our
overall cost-effectiveness and gross margin, with a focus on expanding our operations and further
enhancing our revenue streams, which is crucial for reducing costs through economies of scale.
 Enhance operating leverage. We aim to enhance the efficiency of our sales, marketing, and R&D
efforts by strengthening our product flywheel, implementing digital systems, and establishing
robust management frameworks. We will further refine our internal functions and processes to
further improve overall operational efficiency.
We believe that we can achieve our profitability by expanding our revenue scale, enhancing our gross
margin and enhancing our operating leverage. Taking into consideration financial resources presently
available to us, including cash and cash equivalents on hand, internally-generated funds 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 needs and at least for the next 12 months from the date of this prospectus.
Summary of Consolidated Statements of Financial Position
The following table sets forth our selected financial position as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets .................... 24,775 28,228 38,767
Total current assets ....................... 257,309 314,831 470,734
Total assets ........................... 282,084 343,059 509,501
Total current liabilities ..................... 161,385 220,866 329,042
Net current assets ........................ 95,924 93,965 141,692
Total assets less current liabilities .............. 120,699 122,193 180,459
Total non-current liabilities .................. 12,553 24,437 31,471
Net assets ............................ 108,146 97,756 148,988
On the accounting treatment of redemption rights, anti-dilution rights and liquidation preferences rights
of Pre-IPO Investments, see “— Our Pre-IPO Investors” below and Note 30 to the Accountants’ Report for
details.
Our net current assets slightly decreased to RMB94.0 million as of December 31, 2024, primarily due
to the continual increases in our interest-bearing bank borrowings and trade and bills payables, which were
partially offset by an increase in trade and notes receivables.
Our net assets decreased from RMB129.1 million as of January 1, 2023, to RMB108.1 million as of
December 31, 2023, primarily due to the combination of (i) net loss of RMB47.7 million for the year ended
December 31, 2023, (ii) equity-settled share-based payments of RMB26.8 million in 2023, and (iii) capital
injection of RMB905 thousand. Our net assets decreased from RMB108.1 million as of December 31, 2023,
to RMB97.8 million as of December 31, 2024, primarily due to the combination of (i) net loss of RMB42.3
million for the year ended December 31, 2024, (ii) equity-settled share-based payments of RMB31.7 million
in 2024, and (iii) capital injection of RMB247 thousand. Our net assets increased to RMB149.0 million as of
December 31, 2025, primarily due to the combination of (i) capital injection of RMB69.1 million, (ii) net
loss of RMB47.1 million for the year ended December 31, 2025, and (iii) equity-settled share-based
payments of RMB28.8 million for the year ended December 31, 2025.
SUMMARY
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Summary of Consolidated Statements of Cash Flows
The following table sets forth a summary of our cash flows for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash from/(used in) operating activities ........ 10,316 (24,962) (27,798)
Net cash used in investing activities ............. (3,615) (3,236) (19,561)
Net cash from financing activities .............. 13,293 20,964 109,470
Net increase/(decrease) in cash and cash equivalents .. 19,994 (7,234) 62,111
Cash and cash equivalents at the beginning of the year .. 79,525 99,681 92,859
Effect of foreign exchange rate changes (net) ....... 162 412 (1,030)
Cash and cash equivalents at the end of the year .... 99,681 92,859 153,940
We had net cash used in operating activities of RMB25.0 million in 2024, and RMB27.8 million for the
year ended December 31, 2025. Our net cash outflows relating to operating activities for the year ended
December 31, 2025, were primarily due to the loss before tax we incurred in 2025, a decrease in our contract
liabilities, and increases in prepayments, other receivables and other assets and inventories. Our net cash
outflows relating to operating activities in 2024 and 2025 were primarily because we recorded loss before tax
during the Track Record Period, and we experienced increases in trade and notes receivables and inventories
as our business scale continually increased. We recorded net cash flows from operating activities of
RMB10.3 million in 2023.
Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii) purchases
of property, plant and equipment, (iii) payments for intangible assets, and (iv) payments of lease liabilities.
We consider these items to be key indicators of our operational efficiency, reflecting payments which can
significantly impact our cashflow, such as our capital expenditures representing significant cash outflows, our
investment in intellectual property or technology, and the costs of financing lease obligations, all of which
may occur on a regular basis. Our historical cash burn rate was RMB25 thousand, RMB2.7 million and
RMB3.3 million in 2023, 2024 and 2025, respectively.
During the Track Record Period, we experienced a mismatch in time between our sales of products and
receipt of payments from customers and our payments to suppliers. Our inventory turnover days were 263
days, 186 days and 167 days in 2023, 2024 and 2025, respectively, and our trade receivables turnover days
were 61 days, 81 days and 111 days in the same years, respectively. However, our trade payables turnover
days were 82 days, 96 days and 127 days in 2023, 2024 and 2025, respectively. We have taken
comprehensive measures to manage the cash flow mismatch and prolonged cash conversion cycle. See
“Financial Information — Liquidity and Capital Resources” for details.
Additionally, we will strengthen our negotiations for contract settlement terms to optimize the schedule
of customers’ payments to us, such as increasing the proportion of down payments and payments upon
shipment, while reducing the proportion of payments upon acceptance and warranty deposits. This approach
will help reduce the potential occurrence of trade receivables with overdue payments. For a customer with
overdue trade receivables, we will form a special collection team responsible for monitoring the customer’s
financial condition, conducting negotiations and/or initiating legal proceedings.
Key Financial Indicators
The following table sets forth our selected financial indicators for the years and as of the dates
indicated:
For the Y ear Ended December 31,
2023 2024 2025
Profitability indicators
Revenue growth rate ...................... 35.1% 36.3% 30.2%
Gross profit growth rate .................... 41.9% 27.2% 34.4%
Gross margin (1) ........................ 49.2% 45.9% 47.4%
Net loss margin (2) ....................... (19.2)% (12.5)% (10.7)%
Adjusted net loss margin (3) (non-IFRS measure) ...... (8.4)% (3.1)% (0.6)%
As of December 31,
2023 2024 2025
Liquidity indicators
Current ratio (4) ......................... 1.6 1.4 1.4
Quick ratio (5) .......................... 1.1 1.0 1.1
(1) Gross margin equals gross profit divided by revenue for the year.
SUMMARY
–1 0–


--- page 19 ---
(2) Net loss margin equals net loss for the year divided by revenue for the year.
(3) Adjusted net loss margin (non-IFRS measure) equals adjusted net loss (non-IFRS measure) divided by revenue for the year. For the
reconciliation of net loss for the year to adjusted net loss for the year (non-IFRS measure), see “— Non-IFRS Measures” above for
details.
(4) Current ratio is calculated by dividing current assets as of the year end by current liabilities as of the year end.
(5) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of year end.
Our net loss margin decreased from 19.2% in 2023 to 12.5% in 2024, primarily because we maintained
stable growth in our total revenue while effectively managing the growth in operating expenses at a lower
rate, reflecting our enhanced operating efficiency. We have further improved our profitability in 2025, with
net loss margin of 10.7%. The decrease in net loss margin was primarily due to our continuous cost
reductions through product design optimization and supply chain procurement, leading to improved
efficiency. See “Financial Information — Key Financial Indicators” for details.
APPLICATION FOR THE LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the approval of listing of, and permission to deal in, the
Shares in issue and to be issued pursuant to (1) the Global Offering, (2) the exercise of the Offer Size
Adjustment Option and the Over-allotment Option and (3) the conversion of Domestic Shares into H Shares
on the basis that, among other things, we satisfy the requirement under Rule 18C.03 of the Listing Rules (as
modified by the Joint Announcement of the SFC and the Stock Exchange in relation to Temporary
Modifications to Requirements for Specialist Technology Companies and De-SPAC Transaction dated August
23, 2024) as a Commercial Company (as defined in the Listing Rules) with reference to our expected market
capitalization at the time of Listing, which, based on the Offer Price stated in this prospectus, exceeds HK$4
billion.
RISK FACTORS
We are a Specialist Technology Company seeking to list on the Main Board of the Stock Exchange
under Chapter 18C of the Listing Rules. We believe there are certain risks and uncertainties involved in
investing in our Shares, some of which are beyond our control. If any of such risks and uncertainties
materializes, the market price of our Shares could decline, and you may lose all or part of your investments.
See “Risk Factors” for details of our risk factors, which we urge you to read in full before making an
investment in our Shares. Some of the major risks we face include: (i) if we are unable to develop and
introduce new products that adapt to changing market demand and customer preferences in a timely manner,
our business, financial condition, results of operations and competitive position would be materially and
adversely affected; (ii) we have a limited operating history, which makes it difficult to evaluate our business
and prospects, and our historical growth may not be indicative of our future performance; (iii) we have been
and intend to continue investing significantly in R&D, which may not generate the results we expect and
therefore may adversely affect our short-term cash flow, liquidity and profitability; (iv) the development of
our industry and market demand for our products may fall short of expectations, which could materially and
adversely affect our business, financial condition and results of operations; (v) the industry in which we
operate is highly competitive. If our differentiated business model fails to gain broad market acceptance, or if
we are unable to compete effectively, our business, financial condition and results of operations may be
materially and adversely affected; (vi) we recorded a net loss and had net operating cash outflows during the
Track Record Period; (vii) if we fail to attract new customers, retain existing customers or increase customer
spending in a cost-effective manner or expand into new geographical markets or industry sectors, our
business and growth prospects may be materially and adversely affected; (viii) we may not be able to fully
maintain quality control over our products. Any undetected defects or serious errors contained in our
products could result in accidents, reduce market adoption, damage our brand image, subject us to product
recalls or expose us to product liability and other claims that could materially and adversely affect our
business; (ix) if we are unable to deliver high-quality products on schedule, our business may be materially
and adversely affected; (x) we are subject to risks relating to the engagement of third-party manufacturers for
the production and testing of our products; (xi) we may not be able to protect our intellectual property rights
globally, and our ability to compete could be harmed if our intellectual property rights are infringed by third
parties; and (xii) we may be deemed a Covered Foreign Person under the Final Rule, thus U.S. persons may
have an obligation to notify the U.S. Treasury when acquiring our equity interests. However, an exception
allows U.S. persons to invest in our publicly traded securities as long as the investment made does not afford
a U.S. person certain rights that are not standard minority shareholder protections. Such regulatory hurdles
may to an extent adversely affect our ability to attract U.S. investors and raise capital from the U.S. market.
See “Risk Factors” for details.
OUR PRE-IPO INVESTORS
We have completed four rounds of financings as of the Latest Practicable Date since our establishment
and raised a total of approximately RMB282.7 million from our Pre-IPO Investments for our business
development (including investments from our Sophisticated Independent Investors). For further details of the
identity and background of the Pre-IPO Investors and our Sophisticated Independent Investors, see “History,
Development and Corporate Structure — Pre-IPO Investments.”
SUMMARY
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Pursuant to a series of Shareholders’ agreements and share subscription agreements with various
Pre-IPO Investors from September 2020 to April 2025, our Company issued ordinary Shares to the Pre-IPO
Investors and granted the Pre-IPO Investors redemption rights, anti-dilution rights and liquidation preferences
rights. There was no exercise of redemption rights, anti-dilution rights or liquidation preferences rights
throughout the Track Record Period.
On May 19, 2025, the Company and the Pre-IPO Investors entered into a supplemental agreement
agreeing that the redemption rights, anti-dilution rights and liquidation preferences rights granted by the
Company to Pre-IPO Investors have been irrecoverably terminated and shall be void ab initio . Taking into
account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the
supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO Investments
as equity throughout the Track Record Period.
Had the redemption rights, anti-dilution rights or liquidation preferences rights granted by the Company
to the Pre-IPO Investors been accounted for as financial liabilities measured at present value of the
redemption amount prior to entering into the supplemental agreement, (i) the redemption financial liabilities,
total current liabilities, net current (liabilities)/assets and net (liabilities)/assets would have been:
As of December 31,
2023 2024 2025
(RMB in thousands)
Redemption financial liabilities ................ 379,957 418,062 —
Total current liabilities ..................... 541,342 638,928 329,042
(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692
(Net liabilities)/net assets ................... (271,811) (320,306) 148,988
; and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year, basic
and dilutive loss per share would have been:
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Finance costs associated with the redemption financial
liabilities ........................... (34,187) (38,105) (16,170)
Total net loss .......................... (81,891) (80,413) (63,236)
Basic loss per share ...................... (0.92) (0.87) (0.65)
See Note 30 to the Accountants’ Report for details of the financial impacts.
OUR CONTROLLING SHAREHOLDERS GROUP
As of the Latest Practicable Date, Mr. Zhao, chairman of the Board, executive Director, and chief
executive officer of the Company, was entitled to exercise approximately 52.89% of the voting rights in the
Company through: (i) 17,050,617 Shares (representing approximately 17.05% of the voting rights in the
Company) directly held by him; and (ii) 35,835,081 Shares (representing approximately 35.84% of the voting
rights in the Company) held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu,
Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, with Mr. Zhao being the general partner
of each. Therefore, Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu,
Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2 constitute a group of Controlling
Shareholders of the Company (“ Controlling Shareholders Group ”).
Immediately after completion of the Global Offering, the Controlling Shareholders Group will continue
to control approximately 47.86% of the voting rights in the Company (assuming that the Offer Size
Adjustment Option and the Over-allotment Option are not exercised) or approximately 46.44% of the voting
rights in the Company (assuming that the Offer Size Adjustment Option and the Over-allotment Option are
exercised in full). Accordingly, the Controlling Shareholders Group will remain a group of controlling
shareholders of the Company upon the completion of the Global Offering.
DIVIDENDS
We did not declare or pay any dividend during the Track Record Period and up to the Latest Practicable
Date. We currently intend to retain all available funds and earnings, if any, to fund the development and
expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.
Investors should not purchase our ordinary shares with the expectation of receiving cash dividends.
We have not formulated a dividend policy and any future determination to pay dividends will be made
at the discretion of our Directors according to our Articles of Association and applicable laws and
regulations. Our Directors will decide whether to pay dividends based on a number of factors, including our
future operations and earnings, capital requirements and surplus, general financial condition, contractual
restrictions and other factors that our Directors may deem relevant. We do not have a pre-determined
SUMMARY
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dividend payout ratio. As advised by our PRC Legal Advisor, regulations in the PRC currently permit
payment of dividends of a PRC company only out of accumulated distributable after-tax profits less any
recovery of accumulated losses and appropriations to statutory and other reserves that the PRC company is
required to make, as determined in accordance with its articles of association and the accounting standards
and regulations in China. As a result, we may not have sufficient or any distributable profits to make
dividend contributions to our Shareholders, even if we become profitable. See “Financial Information —
Dividends” for details.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Despite the continuous growth in our business scale, we anticipate continuing to record a net loss for
the year ending December 31, 2026, primarily because (i) we expect an increase in our administrative
expenses primarily attributable to professional service fees related to the Global Offering and an increase in
staff costs in line with our overall business growth, (ii) we expect an increase in our selling and distribution
expenses as we continuously invest in marketing systems and brand promotion in order to develop new
customers, and (iii) we expect an increase in research and development expenses as we continue to attract
and retain research and development talent. We also anticipate continuing to have net cash used in operating
activities for the year ending December 31, 2026. Our Directors have confirmed that there has been no
material adverse change in our financial or trading position or prospects since December 31, 2025, which is
the end date of our latest consolidated financial statements as set out in “Appendix I — Accountants’ Report”
to this prospectus, and up to the date of this prospectus.
OFFERING STATISTICS
All statistics in the following table are based on the assumptions that (i) the Global Offering has been
completed and 10,497,300 H Shares are issued pursuant to the Global Offering; (ii) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised; and (iii) 110,497,300 H Shares are in
issue following the completion of the Global Offering.
Based on an Offer Price of
HK$101.60 per Offer Share
Market capitalization following the completion of the Global Offering (1) ............ HK$11,226,525,680
Unaudited pro forma adjusted consolidated net tangible assets attributable to Shareholders of
our Company per share (2) ...................................... HK$10.70
Notes:
(1) The calculation of market capitalization is based on 110,497,300 H Shares expected to be in issue upon completion of the Global
Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised at all).
(2) The unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to Shareholders per H Share is arrived
at by dividing the unaudited pro forma adjusted net tangible assets attributable to Shareholders of our Company by 110,497,300 H
Shares, which is the number of shares expected following the completion of the Global Offering, and does not take into any shares
which may be issued upon the exercise of the Offer Size Adjustment Option and the Over-allotment Option.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions, and other fees incurred in
connection with the Global Offering. The estimated total listing expenses for the Global Offering are
approximately RMB61.9 million (equivalent to approximately HK$71.2 million), accounting for
approximately 6.7% of our gross proceeds from the Global Offering. The estimated total listing expenses
consist of (i) underwriting-related expenses (including but not limited to commissions and fees) of
approximately RMB36.6 million (approximately HK$42.0 million), and (ii) non-underwriting related
expenses of approximately RMB25.3 million (approximately HK$29.2 million), which consist of fees and
expenses of legal advisors and Reporting Accountants of approximately RMB16.6 million (approximately
HK$19.1 million), and other fees and expenses of approximately RMB8.7 million (approximately HK$10.1
million). Approximately RMB36.7 million (equivalent to approximately HK$42.2 million) of the estimated
listing expenses is directly attributable to the issue of new Shares to the public and will be accounted for as a
deduction from equity upon completion of the Global Offering. Approximately RMB15.4 million (equivalent
to approximately HK$17.7 million) has been charged in profit or loss during the Track Record Period, and
the remaining amount of approximately RMB9.8 million (equivalent to approximately HK$11.3 million) is
expected to be charged in profit or loss before or upon completion of the Global Offering. This calculation is
subject to adjustment based on the actual amount incurred or to be incurred. The listing expenses above are
the best estimate as of the Latest Practicable Date and are for reference only. The actual amount may differ
from such an estimate.
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately HK$995.4
million, after deducting estimated underwriting commissions, fees and expenses payable by us in connection
with the Global Offering, assuming an Offer Price of HK$101.60 per Share, and assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised.
SUMMARY
–1 3–


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We currently intend to apply the net proceeds from the Global Offering for the following purposes: (i)
approximately 50.0% of the net proceeds, or HK$497.9 million, will be used to advance the research and
development of our technologies and infrastructure; (ii) approximately 20.0% of the net proceeds, or
HK$199.1 million, will be allocated to the establishment of a multifunctional center that integrates research
and development, operation, assembly and testing functions to strengthen our capabilities to develop and
scale intelligent robots; (iii) approximately 15.0% of the net proceeds, or HK$149.3 million, will be used to
pursue acquisition and investment opportunities across the upstream and downstream segments of the
robotics value chain that may support the acquisition of advanced technologies and strengthen our ecosystem,
particularly in areas such as sensing systems, execution systems and integration solutions; (iv) approximately
9.7% of the net proceeds, or HK$96.6 million, will be used to establish a global sales system to increase
market presence and support international growth, which focuses on strengthening brand recognition,
expanding marketing channels and building a strong customer support network worldwide; and (v)
approximately 5.3% of the net proceeds, or HK$52.5 million, is expected to be used for working capital and
general corporate purposes. See “Future Plans and Use of Proceeds” for details.
SUMMARY
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In this prospectus, unless the context otherwise requires, the following terms and expressions
shall have the meanings set out below. Certain other terms are explained in “Glossary of Technical
Terms.”
“Accountants’ Report” the accountants’ report of the Company, the text of which is
set out in “Appendix I”
“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” Accounting and Financial Reporting Council of Hong Kong
“Articles of Association” or
“Articles”
the articles of association of the Company conditionally
adopted on May 12, 2025 with effect from the Listing Date, as
amended, supplemented or otherwise modified from time to
time, a summary of which is set out in “Appendix V —
Summary of Articles of Association”
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“BIS” U.S. Department of Commerce, Bureau of Industry and
Security
“Board” or “Board of Directors” the board of Directors of the Company
“Business Day” a day on which banks in Hong Kong are generally open for
normal business to the public and which is not a Saturday,
Sunday or public holiday in Hong Kong
“Capital Market Intermediary(ies)” has the meaning ascribed to it under the Listing Rules, and
unless the context requires otherwise, refers to the capital
market intermediary(ies) as set out in “Directors and Parties
Involved in the Global Offering”
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“China”, “Chinese Mainland” or
“PRC”
the People’s Republic of China and for the purpose of this
prospectus only and for geographical reference only, except
where the context requires, references in this prospectus to
“China” and the “PRC” do not apply to Hong Kong SAR,
Macau Special Administrative Region and Taiwan Region
“CIC” or “Industry Consultant” China Insights Industry Consultancy Limited, our industry
consultant, an independent market research and consulting
company
“Civil Code” Civil Code of the People’s Republic of China ( ʕശɛ͏΍ձ
Պ)
“close associate(s)” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–1 5–


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“Commercial Company” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from
time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
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 “the Company” or
“our Company”
Shanghai Seer Intelligent Technology Co., Ltd. ( ɪऎ̀ʈ౽ঐ
ʮ̡ ), a limited liability company established
under the laws of the PRC on April 22, 2020 and converted
into a joint stock company with limited liability on March 24,
2025, and if the context requires, includes its predecessor
“Compliance Adviser” Gram Capital Limited
“Comprehensively Sanctioned
Countries”
any country or territory subject to a general and
comprehensive export, import, financial or investment
embargo under sanctions related law or regulation of the
Relevant Jurisdiction, currently Cuba, Iran, North Korea,
Syria, the Crimea Region of Russia/Ukraine, the
self-proclaimed Luhansk People’s Republic (LPR) and
Donetsk People’s Republic (DPR) regions and Zaporizhzhia
and Kherson regions
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s)” or
“Controlling Shareholders Group”
has the meaning ascribed to it under the Listing Rules and
unless the context otherwise requires, refers to Mr. Zhao,
Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu,
Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. 1 and
Suzhou Xianwu No. 2, further details of which are set out in
“Relationship with the Controlling Shareholders”
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Corporate Governance Code” the Corporate Governance Code as set out in Appendix C1 to
the Listing Rules
“CSDC” China Securities Depositary and Clearing Corporation Limited
(ப΂ʮ̡ )
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍ଣ
ึ)
“Director(s)” the director(s) of the Company
“Domestic Share(s)” ordinary share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, which is/are subscribed for
and paid up in Renminbi, held by domestic investors and not
listed or traded on any stock exchange
“EIT” enterprise income tax
“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Ά
), as amended, supplemented or otherwise
modified from time to time
DEFINITIONS
–1 6–


--- page 25 ---
“Exchange Participant” 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” the occurrence of “extreme conditions” as announced by any
government authority of Hong Kong due to serious disruption
of public transport services, extensive flooding, major
landslides, large-scale power outage or any other adverse
conditions before Typhoon Signal No. 8 or above is replaced
with Typhoon Signal No. 3 or below
“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
“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
“Group”, “we” or “us” the Company and its subsidiaries from time to time
“Guide” 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 share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, which will be subscribed for
and traded in Hong Kong dollars and listed on the Stock
Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“HK$” or “Hong Kong dollars” or
“HK dollars”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be issued in
the name of HKSCC Nominees and deposited directly into
CCASS to be credited to your designated HKSCC Participant’s
stock account through causing HKSCC Nominees to apply on
your behalf, including 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
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
DEFINITIONS
–1 7–


--- page 26 ---
“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”, “HK” or
“Hong Kong SAR”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 524,900 H Shares being initially offered by the Company
for subscription pursuant to the Hong Kong Public Offering
(subject to reallocation as described in “Structure of the
Global Offering”)
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price on and subject
to the terms and conditions as set out in “Structure of the
Global Offering — The Hong Kong Public Offering”
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in
“Underwriting — Hong Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated June 12, 2026 relating to the
Hong Kong Public Offering entered into by the Company, the
Controlling Shareholders, the Sole Sponsor and the Hong
Kong Underwriters, as further described in “Underwriting —
Underwriting Arrangements and Expenses — The Hong Kong
Public Offering — Hong Kong Underwriting Agreement”
“independent third party(ies)” entity(ies) or person(s) which, to the best of the Directors’
knowledge, information, and belief having made all reasonable
enquiries, is/are not a connected person(s) of the Company
within the meaning of the Listing Rules
“International Offer Shares” the 9,972,400 H Shares initially offered by the Company for
subscription at the Offer Price pursuant to the International
Offering together with, where relevant, any additional H
Shares which may be issued by the Company pursuant to the
exercise of the Offer Size Adjustment Option and the
Over-allotment Option, as further described in “Structure of
the Global Offering”
“International Offering” the conditional placing of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States in offshore transactions in reliance on
Regulation S or any other available exemption from
registration under the U.S. Securities Act in each case on and
subject to the terms and conditions described “Structure of the
Global Offering”
DEFINITIONS
–1 8–


--- page 27 ---
“International Sanctions” all applicable laws and regulation to economic sanctions,
export controls, trade embargoes and wider prohibitions and
restrictions on international trade and investment related
activities, including those adopted, administered and enforced
by the U.S. Government, the EU and its member states, UN or
Government of Australia
“International Sanctions Legal
Advisor”
Hogan Lovells, our legal advisor as to International Sanctions
law in connection with the Listing
“International Underwriters” the group of international underwriters, led by the Overall
Coordinators that is expected to enter into the International
Underwriting Agreement to underwrite the International
Offering
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into on or
about June, 22, 2026 by, among other parties, the Company,
the Controlling Shareholders, the Sole Sponsor, the Overall
Coordinators, and the International Underwriters, as further
described in “Underwriting — Underwriting Arrangements and
Expenses — The International Offering”
“Joint Bookrunners” the joint bookrunners as named in “Directors and Parties
Involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators as named in “Directors and
Parties Involved in the Global Offering”
“Joint Lead Managers” the joint lead managers as named in “Directors and Parties
Involved in the Global Offering”
“Latest Practicable Date” June 8, 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 Stock
Exchange
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date expected to be on or about Wednesday, June 24, 2026,
on which the H Shares are listed and from which dealings
therein are permitted to take place on the Main Board of the
Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended, supplemented
or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market) operated by
the Stock Exchange which is independent from and operated
in parallel with GEM of the Stock Exchange
“Mr. Zhao” Mr. Zhao Yue ( Ⴛ൳), founder of the Group, chairman of the
Board, executive Director, and chief executive officer of the
Company
“Nomination Committee” the nomination committee of the Board
DEFINITIONS
–1 9–


--- page 28 ---
“Offer Price” HK$101.60, the final price per Offer Share in Hong Kong
dollars (exclusive of brokerage of 1.0%, AFRC transaction
levy of 0.00015%, SFC transaction levy of 0.0027% and Stock
Exchange trading fee of 0.00565%) at which the Offer Shares
are to be subscribed for pursuant to the Global Offering, to be
determined in the manner further described in “Structure of
the Global Offering — Pricing and Allocation”
“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer
Share(s), together with, where relevant, any additional H
Shares which may be issued by the Company pursuant to the
exercise of the Offer Size Adjustment Option and the
Over-allotment Option
“Offer Size Adjustment Option” the option granted by the Company to the International
Underwriters, exercisable by the Overall Coordinators (for
themselves and on behalf of the International Underwriters)
pursuant to the International Underwriting Agreement,
pursuant to which our Company may be required to allot and
issue up to an aggregate of 1,574,550 additional H Shares,
representing not more than 15.00% of the Offer Shares
initially available under the Global Offering, at the Offer Price
to, among other things, cover any excess market demand in
the International Offering (without being subject to any
reallocation mechanism), if any, further details of which are
described in “Offer Size Adjustment Option” in the section
headed “Structure of the Global Offering” in this prospectus
“Over-allotment Option” the option granted by the Company to the International
Underwriters, exercisable by the Overall Coordinators (for
themselves and on behalf of the International Underwriters)
pursuant to the International Underwriting Agreement,
pursuant to which our Company may be required to allot and
issue up to an aggregate of 1,574,550 additional H Shares,
representing not more than 15.00% of the Offer Shares
initially available under the Global Offering (assuming the
Offer Size Adjustment Option is not exercised at all) or up to
1,810,750 additional H Shares (representing in aggregate
approximately 15.0% of the Offer Shares being offered under
the Global Offering assuming the Offer Size Adjustment
Option is exercised in full), at the Offer Price to, among other
things, cover over-allocations in the International Offering, if
any, further details of which are described in “—
Over-allotment Option” and “— Stabilization” in the section
headed “— Structure of the Global Offering” in this
prospectus
“Overall Coordinators” the overall coordinators as named in “Directors and Parties
Involved in the Global Offering”
“Overseas Listing Trial Measures” or
“Trial Measures”
the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮
) promulgated by the CSRC
on February 17, 2023
“Pathfinder SII(s)” has the meaning ascribed to it in Chapter 2.5 of the Guide
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ ), the central bank
of the PRC
DEFINITIONS
–2 0–


--- page 29 ---
“PRC Company Law” Company Law of the PRC (), as
amended, supplemented or otherwise modified from time to
time
“PRC Legal Advisor” AllBright Law Offices, our legal advisor as to PRC law
“Pre-IPO Investment(s)” the investment(s) in the Company undertaken by the Pre-IPO
Investors, the details of which are set out in “History,
Development and Corporate Structure”
“Pre-IPO Investor(s)” the investor(s) as set out in “History, Development and
Corporate Structure”
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“R&D” research and development
“Regulation S” Regulation S under the U.S. Securities Act
“Relevant Persons” means the Company, together with its investors and
shareholders and persons who might directly or indirectly, be
involved in permitting the listing, trading, clearing and
settlement of its shares including the Stock Exchange and
related group companies
“Relevant Sanction Jurisdiction” any jurisdiction that is relevant to the Company and has
sanctions related law or regulation restricting, among other
things, its nationals and/or entities which are incorporated or
located in that jurisdiction from directly or indirectly making
assets or services available to or otherwise dealing in assets of
certain countries, governments, person or entities targeted by
such law or regulation. For the purpose of this prospectus,
Relevant Jurisdictions include the United States, the European
Union, the United Kingdom, the United Nations and Australia
“Remuneration Committee” the remuneration committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕശɛ
̮ි၍ଣ҅ )
“Sanctioned Person” certain person(s) and identity(ies) listed on OFAC’s Specially
Designated Nationals and Blocked Persons List or other
restricted parties lists maintained by the United States, the
European Union, the United Kingdom, the United Nations or
Australia
“Sanctioned Target” any person or entity (i) designated on any list of targeted
persons or entities issued under the sanctions-related law or
regulation of a Relevant Jurisdiction; (ii) that is, or is owned
or controlled by, a government of a Comprehensively
Sanctioned Countries; or (iii) that is the target of sanctions
under the law or regulation of a Relevant Jurisdiction because
of a relationship of ownership, control, or agency with a
person or entity described in (i) or (ii)
“Securities and Futures Ordinance” or
“SFO”
Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented or otherwise modified
from time to time
DEFINITIONS
–2 1–


--- page 30 ---
“SFC” Securities and Futures Commission of Hong Kong
“Share(s)” ordinary share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, comprising Domestic
Share(s) and H Share(s)
“Shareholder(s)” holder(s) of the Share(s)
“Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸)
Shanghai Xianliu” Shanghai Xianliu Enterprise Management Partnership (Limited
Partnership) ( ɪऎ̀ʬΆุ၍ଣΥྫΆุ (Υྫ)), a
limited partnership established in the PRC on February 8,
2021
“Shanghai Xianqi” Shanghai Xianqi Enterprise Management Partnership (Limited
Partnership) ( ɪऎ̀ɖΆุ၍ଣΥྫΆุ (Υྫ)), a
limited partnership established in the PRC on February 8,
2021
“Shanghai Xiansan” Shanghai Xiansan Enterprise Management Partnership
(Limited Partnership) ( ɪऎ̀ɧΆุ၍ଣΥྫΆุ (Υ
ྫ)), a limited partnership established in the PRC on
December 25, 2020
“Shanghai Xianwu” Shanghai Xianwu Enterprise Management Partnership
(Limited Partnership) ( ɪऎ̀ʞΆุ၍ଣΥྫΆุ (Υ
ྫ)), a limited partnership established in the PRC on October
8, 2021
“Shanghai Xianyi” Shanghai Xianyi Enterprise Management Partnership (Limited
Partnership) ( ɪऎ̀ɓΆุ၍ଣΥྫΆุ (Υྫ)), a
limited partnership established in the PRC on December 30,
2020
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸)
Sole Sponsor” and “Sponsor-Overall
Coordinator”
China International Capital Corporation Hong Kong Securities
Limited
“Sophisticated Independent
Investor(s)”
has the meaning ascribed to it under the Listing Rules
“Specialist Technology Company” has the meaning ascribed to it under the Listing Rules
“Stabilizing Manager” China International Capital Corporation Hong Kong Securities
Limited
“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫ )
“Stock Exchange” or “Hong Kong
Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Suzhou Xianwu No. 1” Suzhou Xianwu No. 1 Enterprise Management Partnership
(Limited Partnership) ( ᘽψ̹̀ͼɓΆุ၍ଣΥྫΆุ (ࠢ
Υྫ)), a limited partnership established in the PRC on July 7,
2025
DEFINITIONS
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“Suzhou Xianwu No. 2” Suzhou Xianwu No. 2 Enterprise Management Partnership
(Limited Partnership) ( ᘽψ̹̀ͼɚΆุ၍ଣΥྫΆุ (ࠢ
Υྫ)), a limited partnership established in the PRC on July
11, 2025
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Track Record Period” the three financial years ended December 31, 2025
“treasury shares” has the meaning ascribed to it under the Listing Rules
“U.S.” or “United States” the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia
“U.S. dollar” or “US$” United States dollar, the lawful currency of the United States
“U.S. Securities Act” United States Securities Act of 1933 and the rules and
regulations promulgated thereunder, as amended,
supplemented or otherwise modified from time to time
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
“V AT” value-added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name by submitting applications online
through the designated website of White Form eIPO Service
Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
For ease of reference, the names of Chinese laws and regulations, governmental authorities,
institutions, natural persons or other entities (including certain of our subsidiaries) 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.
For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level autonomous
regions.
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 3–


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This glossary contains definitions of certain technical terms used in this prospectus in
connection with us and our business. These may not correspond to standard industry definitions and
may not be comparable to similar terms adopted by other companies.
“adaptive learning” an educational method which uses computer algorithms as
well as artificial intelligence to orchestrate the interaction with
the learner and deliver customized resources and learning
activities to address the unique needs of each learner
“AGI” artificial general intelligence, the representation of generalized
human cognitive abilities in artificial intelligence so that,
when faced with any unfamiliar task that a human being is
capable of, it could find a solution to perform such task
“AGV” automated guided vehicle, automated, custom-made vehicles
that are able to transport packets, materials and/or products in
a logistical or production factory environment
“AMR” autonomous mobile robot, a category of robots designed to
navigate environments without human intervention using
advanced sensors and algorithms
“autonomous decision-making
capabilities”
the ability to make decisions leveraging algorithms and
mathematical models, without human intervention
“axis” or “axes” a degree of freedom, where increasing the number of axes
allows the robot to access a greater amount of space by giving
it more degrees of freedom
“BoM” bill of materials, an extensive list of raw materials,
components, and instructions required to construct,
manufacture, or repair a product or service
“CAGR” compound annual growth rate
“CE” Conformité Européenne, a mandatory conformity marking
indicating that a product complies with all applicable
European Union legislation concerning health, safety and
environmental protection requirements
“CE-EMC” Electromagnetic Compatibility Directive under the CE
marking system, which regulates electromagnetic interference
of electrical and electronic equipment
“CE-LVD” Low V oltage Directive under the CE marking system, which
defines which products fall within its field of application,
provides the essential (safety) requirements that electrical
equipment and components covered by it must comply with,
and outlines the conformity assessment procedure the
manufacturer must apply in order to ensure compliance with
the essential requirements
“CE-MD” Machinery Directive under the CE marking system, which
concerns machinery and certain parts of machinery and
combines mandatory specifications in health and safety with
voluntary harmonized standards
GLOSSARY OF TECHNICAL TERMS
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--- page 33 ---
“control system” or “robotic control
system”
a system that manages, commands and regulates the behavior
of a robot to achieve desired outcomes, which includes an
embedded controller within the robot itself and cloud-based
software
“controller” or “robotic controller” a device or system that integrates intelligent algorithms, while
managing various sensors and actuators to enable autonomous
operation of the robot
“degree of freedom” the count of independent axis of motion that a robotic system
can autonomously manipulate to perform tasks
“embodied AI” an intelligent system that interacts with the environment
through physical forms (e.g., robots), capable of
environmental perception, information cognition, autonomous
decision-making, and action execution, while achieving
continuous intelligence growth and behavioral adaptation
through experiential feedback
“end-effector” a device attached to the end of a robot arm that directly
interacts with the environment to perform a specific task, such
as a gripper, welder, or spray gun
“end-to-end navigation” methods of generating control signals for mobile autonomous
devices directly from external sensors
“EtherCAT” Ethernet for Control Automation Technology, a real-time
Industrial Ethernet fieldbus system, which was introduced in
2003 and has been an international standard since 2007
“execution system” the core software and hardware components responsible for
interpreting programmed instructions and orchestrating the
robot’s resources to accomplish its tasks
“FMS” fleet management system, a software system used to
coordinate and optimize the operation of a fleet of AMRs. It
handles dynamic task assignment, path planning, traffic
control, battery management, and status monitoring to ensure
the safe and efficient operation of robots in logistics or
manufacturing environments
“intelligent robot” a robot that exhibits intelligent behavior by using technologies
such as AI, machine learning and computer vision to simulate
human cognition and physical coordination
“LiDAR” a remote sensing method that uses light to measure the
distance or range of objects
“mobile manipulator” a robotic system that combines a mobile base with one or
more robotic arms (or manipulators), enabling it to navigate
through environments and perform complex manipulation
tasks
“multi-model configuration” a robot system’s ability to store and switch between different
pre-programmed settings or “models” for handling various
parts or tasks without manual reconfiguration
“orchestrating sensor and actuator” the process of coordinating and synchronizing the input from
sensors with the output to actuators to enable complex and
adaptive robot behaviors
GLOSSARY OF TECHNICAL TERMS
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“PCT” Patent Cooperation Treaty, an international treaty that
simplifies the process of filing patent applications in multiple
countries for a new invention
“physical AI” the integration of sophisticated AI algorithms into tangible,
interactive systems, which makes autonomous systems like
robots, self-driving cars and smart spaces perceive, understand
and perform complex actions in the real (physical) world
“QR Code” quick response code, a machine-readable optical label
containing information about the item to which it is attached
“RDS” Resource Dispatching System, a type of FMS developed
in-house by the Group
“reinforcement learning” a machine learning technique that trains software to make
decisions to achieve the most optimal results. It mimics the
trial-and-error learning process that humans use to achieve
their goals
“robot” a programmable, actuated mechanism capable of movement
with a certain degree of autonomy, designed to operate in
specific environments to perform predefined tasks
“RTK” real-time kinematic, a satellite navigation technique used to
enhance the precision of position data derived from
satellite-based positioning systems
“sensing systems” a type of integrated components that collect data from the
robot’s environment and its own state, providing necessary
information for control and decision-making
“SLAM” simultaneous localization and mapping, a computational
technique used by autonomous robots and vehicles to build or
update a map of an unknown environment while
simultaneously determining their own location within that map
“UL” Underwriters Laboratories, a leading product safety testing
and certification organization
“visual-language mapping” a multi-layer map that combines visual perception, semantic
understanding and 3D point cloud data
“visual-semantic recognition” the process of understanding and interpreting visual
information, such as images or videos, by connecting it with
relevant semantic knowledge or textual information
“VLA” vision-language-action, an AI model that integrates visual
perception, natural language understanding and action
planning. It enables robots or agents to interpret human
instructions (language), perceive the environment (vision), and
perform appropriate physical actions
“VSLAM” visual simultaneous localization and mapping, a specific type
of SLAM that leverages 3D vision to perform localization and
mapping functions when neither the environment nor the
location of the sensor is known
GLOSSARY OF TECHNICAL TERMS
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“WCS” warehouse control system, a real-time software system
responsible for directing the physical movement of goods
within warehouses and distribution centers. It interfaces
directly with automation hardware (such as shuttle systems,
stacker cranes and conveyor systems), executing instructions
from higher-level systems such as warehouse execution system
or WMS
“wheeled humanoid robot” a robot that combines a humanoid upper body with a wheeled
base for locomotion
“WMS” warehouse management system, a software that controls and
administers warehouse operations, including inventory
tracking, order fulfillment, shipping and receiving
“world model” a type of generative AI models that understand the dynamics
of the real world, including physics and spatial properties
GLOSSARY OF TECHNICAL TERMS
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This prospectus contains, and the documents incorporated by reference herein may contain,
forward-looking statements representing our goals, beliefs, expectations, intentions or predictions for
the future. These forward-looking statements are contained principally in “Summary,” “Risk Factors,”
“Industry Overview,” “Business,” “Financial Information” and “Future Plans and Use of Proceeds.”
Forward-looking statements typically can be identified by the use of words such as “aim,” “anticipate,”
“aspire,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goals,” “intend,” “may,”
“objective,” “ought to,” “outlook,” “plan,” “potential,” “project,” “schedules,” “seek,” “should,”
“target,” “vision,” “will,” “would” and other similar terms. Forward-looking statements reflect the
current views of the Directors with respect to future events, operations, liquidity and capital resources,
some of which may not materialize or may change. These statements are subject to certain risks,
uncertainties and assumptions, including those listed in “Risk Factors,” which are beyond our control
and may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the forward-looking statements.
Our forward-looking statements have been based on assumptions and factors concerning future
events that may prove to be inaccurate. Those assumptions and factors are based on information
currently available to us about the businesses that we operate. The risks, uncertainties and other factors,
many of which are beyond our control, that could influence actual results include, but are not limited
to:
 our operations and business prospects;
 our business and operating strategies and our ability to implement such strategies;
 our future business development, financial condition and results of operations;
 our ability to develop and manage our operations and business;
 our ability to control costs and expenses;
 our capital expenditure plan;
 our expectations regarding demand for and market acceptance of our products and services;
 our expectations regarding our relationships with customers, suppliers and other partners to
conduct our business;
 our planned use of proceeds;
 future developments, trends and competitive landscape in the industries and markets in
which we operate or plan to operate;
 relevant government policies and regulations relating to our industry; and
 capital market developments.
By their nature, certain disclosures relating to these and other risks are only estimates. Should one
or more of these risks or uncertainties, among others, materialize, or should the underlying assumptions
prove to be incorrect, actual results may vary materially from those estimated, anticipated or projected,
as well as from historical results. Accordingly, you should not place undue reliance on any
forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made.
Except as required by applicable laws, rules and regulations, including the Listing Rules, we undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date
on which such statement is made or to reflect the occurrence of unanticipated events. Statements of, or
references to, our intentions or those of any of the 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 involves a high degree of risk. You should carefully consider the
following information about risks, together with the other information contained in this prospectus,
including our consolidated financial statements and related notes, before you decide to buy our H
Shares. If any of the circumstances or events described below actually arises or occurs, our
business, results of operations, financial condition and prospects would likely suffer . In any such
case, the market price of our H Shares could decline and you may lose all or part of your
investment. This prospectus also contains forward-looking information that involves risks and
uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of many factors, including the risks described below.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
If we are unable to develop and introduce new products that adapt to changing market demand
and customer preferences in a timely manner, our business, financial condition, results of
operations and competitive position would be materially and adversely affected.
Our long-term success depends on our ability to develop, refine and launch innovative robotic
controllers and robots incorporating the latest technological advancements and meeting the evolving
customer preferences. The intelligent robot industry is characterized by rapid technological evolution,
shifting use-case requirements and intensifying competition. To remain competitive, we must
consistently introduce new products and upgrade existing offerings in a timely and cost-effective
manner.
Developing new products requires substantial investment in research and development and
involves numerous technical, operational and market-related risks. We may encounter unforeseen design
or engineering challenges in our research and development process. To maintain our market position,
we must: (i) design innovative, accurate and safety-enhancing functions that differentiate us from those
of our competitors; (ii) continuously improve the reliability of our current technology stack; (iii) follow
and respond effectively to technological advancements and new product launches; and (iv) quickly and
cost-effectively adjust to evolving customer demands, market conditions and industry trends.
Failure to anticipate or respond to market shifts or customer expectations in a timely manner
could result in diminished customer satisfaction, reduced market share and lost revenue opportunities. If
we are unable to successfully develop and launch new products or upgrade existing offerings, or if
these products fail to gain sufficient market acceptance, our business, financial condition, results of
operations and competitive position could be materially and adversely affected.
We have a limited operating history, which makes it difficult to evaluate our business and
prospects, and our historical growth may not be indicative of our future performance.
We began operations in 2020. Since our inception, our efforts have primarily focused on product
research and development and the initial commercialization of our offerings. We only started the sales
of controllers, robots, software and accessories in 2020. As a result, we have limited experience in
scaling our operations, managing large-scale deployments, and maintaining long-term commercial
relationships. Given the rapidly evolving nature of the intelligent robot industry, our limited track
record makes it difficult to evaluate our business, financial condition, results of operations and
prospects with a high degree of certainty.
Our ability to successfully commercialize future products may involve more inherent risks, require
longer lead times and incur higher costs than companies with more established operating histories.
While we have invested significantly in building our technological capabilities and product portfolio,
our ability to translate these efforts into consistent commercial success remains unproven.
Commercializing new and advanced robotics products requires significant resources, market knowledge,
and a technically capable sales and marketing team to educate and engage customers across diverse
industries. Due to our limited commercialization experience, we cannot assure you that our products
will achieve widespread adoption, meet internal or external sales forecasts, or deliver the expected
RISK FACTORS
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customer satisfaction. Any failure to achieve sustained market acceptance, meet evolving customer
needs, or maintain product quality could result in reputational harm, lower sales, and a material and
adverse effect on our business, financial condition and results of operations.
We have been and intend to continue investing significantly in R&D, which may not generate the
results we expect and therefore may adversely affect our short-term cash flow, liquidity and
profitability.
We have made, and expect to continue to make, substantial investments in research and
development to drive innovation and sustain our competitive edge in the rapidly-evolving intelligent
robot industry. During the Track Record Period, we recorded research and development expenses of
RMB63.7 million, RMB71.3 million and RMB79.2 million in 2023, 2024 and 2025, respectively,
representing 25.6%, 21.0% and 17.9% of our revenue, respectively. Given the pace of technological
advancement and shifting customer demands, continuous research and development is critical to
enhancing our current product portfolio and expanding into new product areas. Accordingly, we expect
to continue incurring significant research and development expenditures in the foreseeable future.
However, given the complex technological requirements and sophisticated algorithms involved in
intelligent robotic products, the outcomes of research and development initiatives are inherently
uncertain and may not produce the desired commercial or technical results. Despite our efforts, we may
fail to develop viable products, or we may encounter technical or regulatory challenges that delay or
prevent commercialization. In some cases, new technologies or market trends may emerge that render
our ongoing research and development efforts obsolete, potentially impairing our ability to recover
investments.
Moreover, even if our research and development initiatives result in successful product
innovations, the financial benefits may not materialize for several years, or at all. The timing and
magnitude of returns from research and development can be unpredictable and there is no assurance
that our efforts will generate sufficient revenues to offset costs. If we are unable to effectively translate
research and development into market-ready products or fail to achieve expected levels of adoption, our
business, financial condition and results of operations could be materially and adversely affected.
The development of our industry and market demand for our products may fall short of
expectations, which could materially and adversely affect our business, financial condition and
results of operations.
We operate in the intelligent robot industry, which is characterized by rapid technological
advancement, emerging applications and evolving customer demands. Our business growth depends
heavily on the continued expansion of the industry and the increasing adoption of intelligent robotic
products across diverse sectors. According to CIC, the size of the global intelligent robot market
increased from RMB130.2 billion in 2021 to RMB307.4 billion in 2025, representing a CAGR of 24.0%
from 2021 to 2025, and is projected to reach RMB850.0 billion by 2030, representing a CAGR of
24.6% from 2026 to 2030. However, given the nascent and dynamic nature of the market, the prediction
of the pace and scale of development, customer acceptance, and the overall size of our addressable
market may not be accurate. Our industry forecasts and internal estimates are based on publicly
available sources, third-party reports, and our own assumptions regarding factors such as technology
penetration, customer readiness, and macroeconomic trends. These projections involve significant
uncertainty and may be affected by variables beyond our control, such as slower-than-expected adoption
of automation technologies, delayed transformation by industrial customers, and fluctuations in
government incentives or regulatory support. If our underlying assumptions prove inaccurate or the
market evolves differently than anticipated, our business opportunities could be significantly narrower
than projected.
In addition, the commercialization cycle for intelligent robotic products often involves long lead
times, extensive customer education and customization. Even if our products offer competitive
advantages in terms of performance or pricing, many target customers, particularly those in early stages
of automation, may delay purchasing decisions due to budget constraints, organizational readiness, or
RISK FACTORS
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preference for existing systems. Any delay in market development or lower-than-expected customer
demand could limit our revenue growth and profitability, and materially and adversely affect our
business, financial condition and results of operations.
The industry in which we operate is highly competitive. If our differentiated business model fails
to gain broad market acceptance, or if we are unable to compete effectively, our business,
financial condition and results of operations may be materially and adversely affected.
The intelligent robot industry is rapidly emerging and evolving, characterized by a wide variety of
market participants with different business models, technological focuses and commercialization
strategies. According to CIC, there are more than 3,000 robotics enterprises in the industrial intelligent
robot industry, whose market size amounted to RMB307.4 billion in 2025 in terms of revenue. While
the market offers significant growth potential, it remains at an early stage of development with no
universally established business model or dominant competitive framework. We compete primarily with
other companies that focus on the development and commercialization of intelligent robots and robotic
solutions. We operate in a differentiated business model which we believe is well-positioned to address
the growing complexity of industrial automation needs. However, there can be no assurance that our
business model will be widely accepted by the market or preferred over alternative models. If
customers fail to recognize the value of our business model, we may lose competitive advantages or
face difficulties in customer acquisition and retention.
Moreover, some of our competitors have longer operating histories, stronger brand recognition,
broader customer bases, more established sales networks and significantly greater financial resources
than we do. These advantages may allow them to respond more quickly and effectively to new
technologies, shifting customer preferences, regulatory changes and emerging market opportunities. As
a result, we may face challenges in gaining or sustaining market share if we are unable to match or
exceed the pace of innovation and customer engagement set by these established players. There can be
no assurance that we will maintain or strengthen our competitive position in this fast-changing market.
Failure to do so could materially and adversely affect our business, financial condition and results of
operations.
We recorded a net loss and had net operating cash outflows during the Track Record Period.
In 2023, 2024 and 2025, we recorded a net loss of RMB47.7 million, RMB42.3 million and
RMB47.1 million, respectively. These losses reflect our strategic focus on scaling our operations in the
rapidly growing intelligent robot market and continuously investing in research and development. As
we continue to expand our business, we may continue to incur net loss, because we expect our costs
and expenses, particularly those related to research and development as well as sales and marketing
efforts, to increase further. In addition, we expect to incur substantial costs and expenses as a result of
being a public company. Our ability to generate profit will depend on our ability to launch new
products, enhance existing technologies, attract and retain customers, improve operational efficiency
and effectively respond to competitive pressures. Accordingly, we cannot assure you that we can
achieve or sustain profitability in the foreseeable future.
We recorded net cash used in operating activities of RMB25.0 million and RMB27.8 million in
2024 and 2025, respectively. We recorded net cash flows from operating activities of RMB10.3 million
in 2023. See “Financial Information — Liquidity and Capital Resources — Cash Flows” for details. 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 in turn affects our ability to fund day-to-day operations, pursue strategic initiatives
or respond to market opportunities. Our liquidity primarily depends on our ability to generate adequate
operating cash inflows and access external financing through equity offerings and debt instruments.
These external sources of funding may not be available to us on favorable or commercially reasonable
terms, or at all. If we fail to obtain sufficient funding in a timely manner and on reasonable terms, or at
all, our business, financial condition and results of operations may be adversely affected.
RISK FACTORS
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If we fail to attract new customers, retain existing customers or increase customer spending in a
cost-effective manner or expand into new geographical markets or industry sectors, our business
and growth prospects may be materially and adversely affected.
Our ability to attract new customers in a cost-effective manner is essential to our long-term
growth and profitability. We sell our products directly to customers, including both integrators and end
customers, and we expect to continue increasing our investments in marketing, brand promotion and
customer acquisition to drive growth. However, these efforts require significant resources and may not
always yield the expected return. If our marketing activities do not resonate with our target audience or
do not convert awareness into actual sales, our growth may be adversely affected. Additionally, we may
not be able to retain or recruit a sufficient number of experienced sales and marketing personnel, or to
train newly hired sales and marketing personnel, which could undermine our sales and marketing
strategies and adversely affect our profitability.
We generally do not enter into long-term contracts with our major customers. As a result,
customer demands for our products may fluctuate significantly depending on their internal project
cycles, budgets or evolving automation strategies. There is no assurance that our existing customers
will place repeat orders, increase their purchases or continue to use our products at the same level, or at
all. If we fail to continuously meet or exceed customer expectations, enhance our product offerings or
provide reliable technical support, our existing customers may turn to alternative providers with broader
product portfolios, more competitive pricing or longer track records.
To drive growth, we also need to increase customer spending on our products. Customer spending
in the intelligent robot industry is influenced by a variety of factors, including customer satisfaction
with product performance, service responsiveness, cost-effectiveness and the ability to deliver value in
new application scenarios. If customer acceptance plateaus, or if the expansion of use cases across
industries slows, our ability to generate recurring revenue or upsell to customers may be impaired.
Inability to drive deeper engagement from our customer base could materially and adversely affect our
business, financial condition and results of operations.
We serve customers in over 35 countries and regions and intend to continue to expand our
customer base both domestically and internationally. However, our efforts to expand into new
geographical markets or industry sectors may be hindered by local regulatory barriers, cultural or
operational differences, or limited market readiness for intelligent robotics products. If we are unable to
tailor our strategies to the unique needs of different geographic regions or industry sectors, or fail to
anticipate customer preferences and purchasing behaviors, our acquisition costs may rise without a
corresponding increase in revenue, which could materially and adversely affect our revenue growth and
overall business prospects.
We may experience quality issues in relation to our products, which could result in accidents,
reduce market adoption, damage our brand image, subject us to product recalls or expose us to
product liability and other claims that could materially and adversely affect our business.
The quality of our products depends on the effectiveness of our quality assurance measures,
including the quality and reliability of components used in our products and our ability to ensure that
third-party manufacturers adhere to our quality assurance protocols and product specifications. The
development and manufacturing of intelligent robotic products, particularly those involving complex
control systems, navigation models and embedded software, can present technical challenges, especially
as we rely on third-party manufacturers for manufacturing processes. Some defects or errors arising
from the manufacturing processes of our third-party manufacturers may not be identified until after the
products have been delivered and used in real-world environments, in which case we may incur
significant additional development costs and product recall, repair, replacement costs, or compensation.
As advised by our PRC Legal Advisor, we shall be liable for damages arising from defects in our
products. Our reputation or brand may be damaged as a result of these problems and customers may be
reluctant to buy our products, which could adversely affect our ability to retain existing customers and
attract new end customers and could adversely affect our financial results. Although we attempt to
remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may
not be timely, may hamper production or may not be to the satisfaction of our customers.
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Furthermore, product defects, whether actual or perceived, could significantly harm our brand
image and undermine customer trust, especially as we scale our presence across different markets and
industries. Even isolated incidents may receive heightened scrutiny or negative publicity, particularly in
sectors where safety, reliability and stability are paramount. If we are unable to detect and address such
issues promptly, or if our remedies fail to meet customer expectations, we may suffer a loss of
reputation, reduced customer retention and diminished competitive positioning, which could materially
and adversely affect our business, financial condition, results of operations and growth prospects.
If we are unable to deliver high-quality products on schedule, our business may be materially and
adversely affected.
Our ability to meet customer demand, maintain customer satisfaction and grow our business
depends heavily on the consistent, efficient and timely operation of our production through third-party
manufacturers. Any disruption to their manufacturing capabilities or our logistics operations could delay
the delivery of our products, damage customer relationships and negatively affect our reputation in the
market. Our supply chain and logistics operations are vulnerable to a variety of risks, including natural
disasters such as earthquake, fire, drought, flood and pandemic. In particular, extended outage of
critical utilities or transportation systems could materially impact our ability to fulfill orders.
Consistently delivering high-quality products at volume requires ongoing coordination with our
ecosystem partners, stable procurement of components and robust quality control measures. If we are
unable to maintain quality standards or meet delivery schedules, we may face order cancellations,
financial penalties, loss of customer trust or reputational harm, all of which could materially and
adversely affect our business, financial condition, results of operations and growth prospects.
We are subject to risks relating to the engagement of third-party manufacturers for the
production and testing of our products.
We collaborate with third-party manufacturers to manufacture all of our robots and robotic
controllers. As a result, the loss or unavailability of our third-party manufacturers, even temporarily,
could have a negative impact on our business, financial condition and results of operations. Replacing
third-party manufacturers may be time-consuming and costly. We may also be required to seek out
additional manufacturers in response to increased demand for our products, as our current
manufacturers may not have the capacity to increase production. If we fail to receive a substantial
portion of the products made by our manufacturers, or if we fail to shift to new ones, our sales and
profitability could be significantly reduced.
We outsource the production of our products to our suppliers, exercising quality control
throughout the production process. See “Business — Supply Chain Management” and “Business —
Quality Control” for details. Nevertheless, we may not have effective control over whether our
manufacturers would strictly follow our specifications and instructions as to, for example, components
to be used in the production of our products. There is always a risk that one or more of our third-party
manufacturers will not comply with our requirements, and that we may not be able to discover such
non-compliance immediately or at all. As such, the use of third-party manufacturers may expose us to
product liability claims, administrative penalties, confiscation or destruction of certain products and
their revenue, the revocation of our business license, or the imposition of other administrative or
criminal liabilities. If defective products are manufactured and sold, it would result in damage to our
reputation, product recall, product liability claims and other consequences that could materially and
adversely affect our business.
We are susceptible to supply shortages and increased costs of components, which may materially
and adversely affect our business, financial condition and results of operations.
Our ability to meet production targets and customer demand depends on the timely and sufficient
supply of components, such as chips, sensors and batteries, from third-party suppliers. Any disruption
or delay in supply, whether due to logistics issues or supply-side constraints, may impede our ability to
manufacture products on schedule and in required quantities. Natural or man-made events, including
adverse weather, industrial accidents, labor shortages or strikes, may damage infrastructure, disrupt
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transportation networks or impair the operations of our suppliers. These events could also hinder the
delivery of our products to customers. Continued or repeated disruptions may result in delayed order
fulfillment, lost sales opportunities and reputational harm.
Furthermore, we face risks of component price volatility. As demand for intelligent robotic
products increases, shortages in components may drive up procurement costs. Disruptions caused by
natural disasters or global events, such as the COVID-19 pandemic, have also highlighted supply chain
vulnerability. If we are unable to secure key inputs on commercially reasonable terms or at all, or are
forced to procure at elevated prices without the ability to pass on increased costs to our customers, our
margins and profitability may be materially impacted. If we fail to mitigate these supply chain risks or
secure sufficient quantities of components in a timely and cost-effective manner, our business, financial
condition, results of operations and growth prospects could be materially and adversely affected.
We may face pricing pressures from our customers, which could affect our business, financial
condition and results of operations.
As the intelligent robot industry evolves, we are exposed to increasing pricing pressures driven by
intensified competition, greater product standardization and heightened customer expectations. Many of
our customers, including integrators and end customers, possess substantial bargaining power due to
their size, procurement scale and access to alternative suppliers. These customers may demand more
favorable commercial terms, including price concessions, volume discounts, flexible payment and
delivery arrangements.
Our historical pricing models are still evolving and may not remain effective as we expand into
new verticals, geographical markets, or customer segments. Competitive dynamics, such as aggressive
pricing strategies by established players or new entrants, may force us to reduce prices and profitability.
Additionally, our ability to command premium pricing may be constrained if customers perceive limited
differentiation in our offerings or if we are unable to demonstrate a clear return on investment. In
response to customer demand or market shifts, we may be required to adjust our pricing strategies,
extend credit periods, or offer value-added services at little or no additional cost. Although such
measures may help sustain customer relationships, they could adversely affect our business, financial
condition and results of operations, and compromise our ability to generate sustainable profitability.
We cannot guarantee that our growth strategies will be successfully implemented or bring about
outcomes as we expected.
We continue to execute a number of strategies to expand our business. See “Business — Our
Strategies” and “Future Plans and Use of Proceeds” for details. 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 the 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, financial condition and results of operations may be materially and
adversely affected.
Our ability to conduct business in major developed and emerging markets may be adversely
affected by legal, regulatory, political and economic risks.
We serve customers spanning over 35 countries and regions, including major developed and
emerging markets. In 2023, 2024 and 2025, revenue from markets outside of China was RMB47.6
million, RMB49.2 million and RMB76.4 million, respectively, accounting for 19.1%, 14.5% and 17.3%
of our total revenue in the same years, respectively. As these markets are expected to be a significant
contributor to our long-term growth, we intend to continue to expand our geographic footprint through
increased investment in overseas sales channels, marketing efforts and customer support services.
However, our expansion entails a number of inherent challenges and risks, including: (i) challenges in
complying with a wide range of complex and evolving regulatory requirements across jurisdictions; (ii)
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geopolitical instability, trade protection or adverse changes in government policies; (iii) operational
complexity and high resource demand; (iv) currency fluctuations; and (v) difficulties in gaining brand
recognition and customer trust in new markets.
Failure to successfully navigate these risks or to adapt our business model to local market needs
could limit our ability to grow internationally, adversely affect our global competitiveness and
materially affect our reputation, business, financial condition and results of operations.
We may incur additional expenses to obtain, maintain or renew the necessary approvals.
We are required to obtain and maintain the requisite licenses and approvals for our business in
China and other jurisdictions where we operate our business. The intelligent robot industry and the
various industries of our clients to whom we provide our products are subject to the regulatory
oversight of a number of governmental authorities. Obtaining, renewing or maintaining the necessary
permits, licenses and certificates required for our business could lead to considerable time and financial
costs, which could have a material adverse effect on our business, financial condition and operating
results. The adoption of any new laws and regulations or any update to regulatory environment, may
restrain our ability to expand our business. Furthermore, as we develop and expand our business, we
may need to obtain additional permits and licenses and incur additional compliance costs.
If we fail to manage our inventory effectively, our business, financial condition, results of
operations and liquidity may be materially and adversely affected.
We had inventories of RMB85.3 million, RMB94.9 million and RMB107.1 million as of
December 31, 2023, 2024 and 2025, respectively. In 2023, 2024 and 2025, our inventory turnover days
were 263 days, 186 days and 167 days, respectively. As of December 31, 2023, 2024 and 2025,
impairment of inventories was RMB2.3 million, RMB4.9 million and RMB6.2 million, respectively. As
the intelligent robot industry is characterized by evolving technologies, increasing competition,
changing industry standards and changing market demands, our products may quickly become outdated
due to fast-changing trends and constant technological advancements. Any mismanagement of inventory
could lead to increased impairment directly impacting our profitability, tied-up capital in slow-moving
inventory, reduced liquidity, and higher storage and handling costs pressuring our margins, which may
adversely and materially affect our business, financial condition and results of operations.
Any failure to offer high-quality after-sales services for our customers may harm our relationships
with them and, consequently, our business.
Our ability to retain existing customers and attract new ones depends significantly on the quality
of our after-sales services. As our customer base continues to grow and we expand into new geographic
markets, we must scale our after-sales support network to meet rising and diverse customer
expectations. We generally provide a warranty period of 14 months from the date of delivery or 12
months from the date of acceptance, whichever is earlier. However, we may face challenges in
recruiting and retaining a sufficient number of qualified personnel with the experience and technical
knowledge necessary to support our products effectively. If we are unable to respond promptly to
customer inquiries or service requests, particularly during periods of heightened demand, our customers
may experience dissatisfaction, leading to reduced trust in our brand and damage to our reputation.
Additionally, expanding our service network into international markets may expose us to higher
operating costs and compliance risks due to varying consumer protection laws and regional service
standards.
Moreover, if we fail to adapt the scope or delivery of our after-sales services to evolving customer
needs or to match the capabilities of our competitors, we may lose business opportunities. A perception
of inadequate support, whether or not justified, could negatively affect customer satisfaction and reduce
repeat business and referrals, ultimately impacting our revenue, profitability and growth prospects.
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Our business development benefited from a favorable regulatory environment and supportive
policies for the intelligent robot industry and government grants. Any future reductions or
withdrawal of governmental support or grants could materially and adversely affect our business,
financial condition and results of operations.
Our growth and business development have benefited, and are expected to continue to benefit,
from supportive government policies that promote the advancement of the intelligent robot industry.
However, there can be no assurance that such regulatory support will continue at the current level or at
all. Any reduction, modification, or withdrawal of these policies due to changes in government
priorities, budget constraints, shifts in political landscape, or macroeconomic conditions, may result in
reduced demand for our products and adversely impact our business.
In 2023, 2024 and 2025, we recorded government grants of RMB3.7 million, RMB8.5 million and
RMB8.5 million, respectively. If governmental authorities decide to reduce or cancel such government
grants, or require us to repay part or all of the government grants we previously received pursuant to
applicable laws and regulations, our business, financial condition and results of operations may be
adversely affected. As these government grants are provided typically on a one-off basis, there is no
guarantee that we will continue to receive or to benefit from them in the future. In addition, we may
not be able to successfully or timely obtain government grants that may become available to us in the
future, and such failure could adversely affect our business, financial condition and results of
operations.
We are subject to supplier concentration risk during the Track Record Period.
We depend on a limited number of suppliers to provide us with components and manufacturing
services. In 2023, 2024 and 2025, our five largest suppliers in each year during the Track Record
Period accounted for, in the aggregate, 40.1%, 38.7% and 32.6%, respectively, of our total cost of sales
for the same years, and our single largest supplier in each year during the Track Record Period alone
accounted for 14.5%, 15.8% and 10.1%, respectively, of our total cost of sales for the same years. Our
business operations may be materially and adversely affected if any of our major suppliers were to
experience disruptions, increase prices significantly, reduce supply volumes, or cease to cooperate with
us. In particular, if we are unable to identify and qualify alternative suppliers in a timely and
cost-effective manner, we may face delays in delivery, increased procurement costs or challenges in
meeting customer demand, any of which could negatively impact our business, financial condition and
results of operations. Although we have been working to diversify our supply base, there is no
assurance that we will be able to reduce our reliance on major suppliers or effectively mitigate the risks
associated with supplier concentration.
If we fail to obtain or generate sufficient capital to maintain our operations and finance our
growth strategies, or fail to do so on favorable or commercially acceptable terms to us, our
operations and prospects could be negatively affected.
Our business and future strategies are capital-intensive and require substantial investments in
areas including research and development and products promotion and marketing. As we scale our
operations and pursue growth opportunities, our capital expenditure may increase significantly.
Although we plan to fund these needs through internally-generated cash flows and external financing,
our future capital requirements are subject to uncertainty and may exceed our current expectations. If
we fail to obtain sufficient capital in a timely manner or on acceptable terms, or at all, we may be
required to significantly reduce our spending, delay or cancel our planned activities, or substantially
change our corporate strategy, which may materially and adversely affect our business, financial
condition, results of operations and growth prospects.
In addition, our future capital needs and other business reasons could require us to issue
additional equity or debt securities or obtain a credit facility. The issuance of additional equity or
equity-linked securities could dilute our shareholders’ interest and decrease the dividend per share. The
incurrence of indebtedness would result in an increase in debt service obligations and could result in
operating and financing covenants that would restrict our operations or our ability to pay dividends to
our shareholders.
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We may not be able to protect our intellectual property rights globally, and our ability to compete
could be harmed if our intellectual property rights are infringed by third parties.
Our success depends in large part on our ability to protect our proprietary technologies as well as
our products from competition by obtaining, maintaining and enforcing our intellectual property rights.
If we are not able to adequately protect or enforce the intellectual property rights relating to our robotic
controllers, robots, software and other technologies, competitors could be able to access and use them,
and our operations and financial condition could be adversely affected. We currently attempt to protect
our technology through a combination of patent, copyright, trademark and trade secret laws, employee
and third-party nondisclosure agreements and similar means. As of the Latest Practicable Date, we had
195 registered patents and filed 31 patent applications which were pending approval in China. See
“Business — Intellectual Property Rights” for details.
However, our ability to obtain, maintain and enforce intellectual property protection is subject to
various limitations and risks, especially in light of our operational model. In particular, we outsource
the entire manufacturing process to third-party manufacturing partners, and cooperate with external
parties for certain research and development activities. While we implement contractual safeguards,
including confidentiality and IP assignment clauses, these arrangements may not be sufficient to prevent
the unauthorized use or misappropriation of our proprietary technologies by such third parties. There is
a risk that our manufacturing or R&D partners may use our trade secrets or technologies for their own
benefit, disclose them to competitors, or fail to adequately safeguard them, intentionally or
unintentionally. Any such breach may be difficult to detect or prove and could result in the dilution or
outright loss of our intellectual property rights.
Moreover, our patent portfolio may not provide comprehensive protection for all aspects of our
technology in all jurisdictions. The patent application process may be expensive and time-consuming,
and we may not be able to file and prosecute all necessary or desirable patent applications at a
reasonable cost or in a timely manner, if at all. We may not have adequate intellectual property rights in
certain proprietary technology in jurisdictions that are important to the business or that one day may
become important to the business where we do not currently own any issued or applied-for patents. In
addition, the laws of some foreign countries do not protect our intellectual property rights as fully as do
the laws of other countries, and our ability to protect our intellectual property rights will differ per
jurisdiction. In addition, we may fail to identify patentable aspects of our research and development
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.
Patents may be invalidated, and patent applications may be denied for several reasons, including
known or unknown deficiencies in the patent application or the lack of novelty in the underlying
invention or technology. Even if our patent applications are successfully granted, the scope of
protection may be limited and may not effectively prevent competitors from developing similar or
alternative technologies or products without infringing our rights. As a result, granted patents may not
offer meaningful protection or competitive advantage. Our patents may also be challenged in courts or
by patent offices in China and other jurisdictions, and the grant of a patent does not guarantee its
validity, scope, enforceability or rightful inventorship.
Further, the life of a patent and the protection it affords are limited. We may face competition for
any approved products even if we successfully obtain patent protection once the patent life expires for
such products. Any of the foregoing could materially and adversely affect our business, financial
condition, results of operations and competitive position.
If third parties claim that we infringe upon their intellectual property rights, we may incur
liabilities and redesign or discontinue selling relevant products.
Some of our competitors have large patent portfolios and may claim that the commercial use of
our products has infringed upon their patents. These patents have broad claims, so it might be alleged
that certain features of our products fall within the claims of such patents. Therefore, our competitors
may initiate legal proceedings alleging that we are infringing upon, misappropriating or otherwise
violating their intellectual property rights in connection with the commercialization of relevant
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products. We cannot assure you that we or our products will not infringe any intellectual property rights
held by third parties in the future. We may face claims of infringement of third parties’ proprietary
rights or claims for indemnification resulting from infringement arising from our operations or the
design, development and distribution of our products. In addition, we may be unaware of intellectual
property registrations or applications relating to our products or business operations that may give rise
to potential infringement claims against us. There may also be technologies licensed to and relied on by
us that are subject to infringement or other corresponding allegations or claims by third parties.
Companies in the intelligent robot industry may use intellectual property litigation to gain a
competitive advantage. Whether a product infringes upon a patent involves an analysis of complex legal
and factual issues. We may hire employees who have previously worked for our competitors or other
companies in relevant industries. We cannot guarantee that such employees will not use their previous
employers’ proprietary know-how or trade-secrets in their work for us, which could result in litigation
against us. Our competitors may also have filed for patent protection which is not as yet a matter of
public knowledge or claim trademark rights that have not been revealed through our searches of
relevant public records. Our efforts to identify and avoid infringing upon third parties’ intellectual
property rights may not always be successful. Any claims of patent or other intellectual property
infringement, regardless of their merit, could: (i) be expensive and time-consuming to defend; (ii) cause
us to pay substantial damages to third parties; (iii) forbid us from making or selling products that
incorporate the challenged intellectual property; (iv) require us to redesign, re-engineer or re-brand our
products; (v) cause us to enter into royalty or licensing agreements in order to obtain the right to use a
third-party intellectual property, which may not be available on terms acceptable to us or at all; (vi)
divert the attention of our management; or (vii) result in customers terminating, deferring or limiting
their purchase of the affected products until resolution of the litigation.
We may from time to time in the ordinary course of our business be confronted with claims or
allegations relating to intellectual property infringement. Such claims may or may not escalate to legal
proceedings, the outcomes of which are unpredictable. In case of any disputes or lawsuits, there can be
no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment, ruling
or decision against us. Any of these or future proceedings or actions or claims, with or without merit,
could be costly and distract our management from day-to-day operations. We may incur substantial
legal expenses in defending against such infringement claims, regardless of their merits. If we fail to
successfully defend against these claims or do not prevail in such proceedings, we may be prohibited
from using certain intellectual property rights, subject to substantial amounts of damages, fines or
penalties or ordered to cease operations of certain aspects of our business, which may in turn have a
material and adverse effect on our business, financial condition and results of operations, as well as
cause negative publicity and tarnish our reputation.
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 non-compliance with these requirements.
The China National Intellectual Property Administration and various governmental patent agencies
in other jurisdictions 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 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 jurisdictions. In any such
event, our competitors might be able to enter the market, which would materially and adversely affect
our business, financial condition and results of operations.
Failure to fulfill our obligations in respect of contract liabilities could adversely affect our
liquidity and financial condition.
Our contract liabilities mainly represent cash collections in advance of fulfilling performance
obligations. We recorded contract liabilities of RMB45.2 million, RMB46.1 million and RMB37.1
million as of December 31, 2023, 2024 and 2025. See “Financial Information — Discussion of Certain
Key Items on Consolidated Statements of Financial Position” for details. There is no assurance that we
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will be able to fulfill our obligations in respect of contract liabilities as the fulfillment of our
performance obligations is subject to various factors that are beyond our control. If we are not able to
fulfill our obligations with respect to our contract liabilities, the amount of contract liabilities will not
be recognized as revenue, and we may have to refund the advance payment made by our customers. As
a result, our liquidity and financial condition may be adversely affected.
We are exposed to credit risk related to defaults of our customers and the recoverability of our
trade and notes receivables. If we fail to collect trade and notes receivables from our customers in
a timely manner, our business, financial condition and results of operations may be materially and
adversely affected.
We are exposed to credit risks related to delays in payment and defaults of our customers or
related parties. As of December 31, 2023 and 2024 and 2025, we had trade and notes receivables of
RMB53.7 million, RMB109.0 million and RMB169.6 million, respectively. Our trade receivables
turnover days were 61 days, 81 days and 111 days in 2023, 2024 and 2025, respectively. We may not be
able to collect all such trade and notes receivables due to various factors that are beyond our control,
including the long payment cycle of certain of our suppliers, adverse operating conditions and financial
condition of our customers. If our customers delay or default on their payments to us, we may have to
make impairment provisions and write off the relevant receivables, and our liquidity and financial
condition would be adversely affected.
We are subject to risk related to the prolonged cash conversion cycle.
During the Track Record Period, we experienced fluctuations in turnover days of inventories,
which are 263 days, 186 days and 167 days in 2023, 2024 and 2025, respectively. In addition, our trade
receivables turnover days were 61 days, 81 days and 111 days in 2023, 2024 and 2025, respectively.
However, our trade payables turnover days were 82 days, 96 days and 127 days in 2023, 2024 and
2025, respectively. The mismatch between our cash inflows and outflows could adversely impact our
liquidity and financial stability, resulting in the need to seek additional financing or use of working
capital to cover operational expenses, potentially leading to increased financial costs or strain on our
resources. Although we have made efforts to improve the collection of trade receivables and the
turnover days by collecting and discussing repayment schedules with our customers, these efforts may
not be successful. If our inventory turnover days and our trade receivables turnover days continue to
increase or remain relatively high, it may lead to a longer cash conversion cycle, which could further
add pressure to our cash flow and working capital. Our financial position, business and results of
operations might be materially and adversely impacted.
We may be subject to the risks associated with international trade policies, geopolitics and trade
protection measures, including imposition of trade restrictions and sanctions, and our reputation,
business, financial condition and results of operations could be adversely affected.
We are exposed to risks associated with evolving international trade policies, geopolitical
developments and trade protection measures. International trade policies, laws and regulations,
including tariffs, trade restrictions, sanctions, export controls and other measures driven by national
security or foreign policy considerations, are subject to changes. These measures are often shaped by
broader geopolitical dynamics, including changes in the overall relationship between China and other
countries and regions such as the United States. Any deterioration in such relationships, or the adoption
of new or more restrictive trade-related measures, could disrupt global supply chains, increase costs of
raw materials, components or technologies, reduce cross-border trade, investment and technology
exchange, and affect our business prospects, business partners, suppliers, customers and access to
capital. Such developments may also adversely affect global economic conditions, financial market
stability and the trading price of our H Shares.
In addition, on October 28, 2024, the U.S. Department of the Treasury issued a final rule on
outbound investment (the “ Final Rule ”) to implement the executive order of August 9, 2023, which
became effective on January 2, 2025. The Final Rule imposes investment prohibition and notification
requirements on U.S. persons (as defined in the Final Rule) for a wide range of investments in entities
associated with China (including Hong Kong and Macau), collectively defined as “covered foreign
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persons,” that are engaged in activities relating to three sectors: (i) semiconductors and
microelectronics, (ii) quantum information technologies, and (iii) AI systems. 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. However, the Final Rule contains exceptions for certain
investments, including the Publicly Traded Securities Exception (the “ PTSE”). The PTSE allows U.S.
persons to purchase our publicly traded securities, as long as the investment made does not afford a
U.S. person rights beyond standard minority shareholder protections.
As we are engaged in the development of AI systems used for the control of robotic systems, our
activities may be viewed as falling within the scope of activities relating to AI systems under the Final
Rule, and we may therefore be deemed a covered foreign person. Consequently, acquisition of our
equity interests by U.S. persons may constitute a notifiable transaction, which imposes an obligation on
U.S. persons to make a notification to the U.S. Department of the Treasury pursuant to the Final Rule.
Although investments in our publicly traded H Shares, including purchasing our H Shares in this Global
Offering, may fall within the PTSE, investors should consult their legal counsel regarding any potential
notification obligations or other obligations as required by the Final Rule.
The Final Rule and other U.S. policies and regulations relating to outbound investment may
continue to evolve, which may introduce new hurdles and uncertainties for cross-border collaborations,
investments and financing activities involving China-based issuers, including us. On February 21, 2025,
U.S. President Donald Trump issued a memorandum titled “America First Investment Policy,”
indicating that U.S. Executive Order 14105 is under review and that the U.S. administration will
consider new or expanded restrictions, including by broadening the scope of covered sectors. We cannot
rule out the possibility that the scope, interpretation or enforcement of the Final Rule or similar
regulations may be expanded or otherwise modified in the future, or that we may become subject to
additional restrictions or notification requirements as a result of such developments. Any such
developments could adversely affect our ability to attract U.S. investors, raise capital from the U.S.
market, pursue cross-border collaborations or strategic transactions involving U.S. persons, or otherwise
access international capital markets.
As of the Latest Practicable Date, escalating U.S.-China tensions had not had a material adverse
effect on our operations. However, given the rapidly evolving nature of relevant policies and regulatory
measures, we cannot assure you that such developments will not materially and adversely affect our
business, financial condition, results of operations, prospects or the trading price of our H Shares in the
future.
Confidentiality agreements and non-compete covenants with employees may not adequately
protect our proprietary rights.
We have taken multiple measures to protect our technology and know-how, including entering into
confidentiality agreements and non-compete covenants with employees. There is no assurance that these
agreements will not be breached, that we will have adequate remedies for any breach in time or at all,
or that our self-developed technology, know-how or other intellectual property will not otherwise
become known to third parties. In addition, others may independently discover trade secrets and
proprietary information, limiting our ability to assert any proprietary rights against such parties. Costly
and time-consuming litigation could be necessary to enforce and determine the scope of our trade
secrets and proprietary rights, and failure to obtain or maintain trade secret and proprietary information
protection could adversely affect our competitive position.
Our success relies on key management and other highly qualified personnel with specialized skills.
Attracting and retaining key individuals, such as key management, technical staff, qualified
executives and sales personnel, are critical to our business, research and development endeavors and the
successful commercialization of our products. The expertise of our senior leadership and management
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team plays a vital role in our achievements. Competition for highly skilled employees in our industry is
increasingly intense. Any changes in our management team could disrupt our operations, as we cannot
predict whether key personnel will leave or whether we will be able to find qualified replacements.
We intend to hire additional qualified employees to support our business operations and planned
expansion. Competition for qualified talent is intense. We compete with many other companies for
engineers and research and development professionals with meaningful experience in designing and
developing our products, as well as for skilled marketing, operations and support service professionals,
and we may not be successful in attracting and retaining the professionals, qualified staff or other
highly skilled employees to achieve our strategic objectives. If we fail to do so, our ability to achieve
our strategic objectives may be adversely impacted and our business, financial condition and results of
operations may be harmed.
If we are unable to maintain a diverse, inclusive and attractive working environment, or if our
compensation and culture cease to be seen as competitive, our ability to attract and retain talent could
be materially and adversely affected, which in turn would impact our business, financial conditions and
results of operations.
Our business and prospects depend on our ability to build our brand and reputation, which could
be harmed by negative publicity regarding our brand, Directors, employees, or products, whether
warranted or not.
We believe that maintaining and enhancing our brand is of significant importance to the success
of our business. Since we operate in a highly competitive market, brand maintenance and enhancement
directly affect our ability to maintain our market position. The successful promotion of our brand will
depend on the effectiveness of our marketing efforts and the number of word-of-mouth referrals we
receive from satisfied customers. We may 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. In addition, negative publicity about our brand, Directors, employees, or
products, whether warranted or not, may adversely affect our brand, reputation and business. Certain of
such negative publicity may come from malicious harassment or unfair competition acts by third
parties, either of which is beyond our control.
Our legal rights to some leased properties may be challenged.
We may not be able to successfully extend or renew our leases upon expiration of the current term
on commercially reasonable terms, or at all, and may therefore be forced to relocate our affected
operations. This could disrupt our operations and result in significant relocation expenses, which could
adversely affect our business, financial condition and results of operations. In addition, we compete
with other businesses for premises at certain locations or of desirable sizes. As a result, even though we
could extend or renew our leases, rental payments may significantly increase as a result of the high
demand for the leased properties. In addition, we may not be able to locate desirable alternative sites
for our facilities as our business continues to grow, and failure in relocating our affected operations
could adversely affect our business and results of operations.
As of the Latest Practicable Date, we were unable to file the lease agreements for registration
with respect to four of our leased properties in China due to the lessors’ failure to provide us with valid
property ownership certificates or other necessary documents required for the registration. 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.
Under the relevant PRC laws and regulations, the parties to a lease agreement have the obligation to
register and file the executed lease agreement. 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 agreement if we fail to comply. We estimate that the maximum penalty we may be
subject to for these unregistered lease agreements will be approximately RMB40,000, which we believe
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is immaterial. 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.
Additionally, if disputes or government actions due to title challenges arise, we may encounter
difficulties in continuing to lease such properties and may be required to relocate. 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. We cannot assure you that we will be able
to relocate such operations to suitable alternative premises, and any such relocation may result in
disruption to our business operations and result in loss of earnings. We also cannot assure you that we
will be able to effectively mitigate the possible adverse effects that may be caused by such disruption,
including loss and costs. Any such disruption, loss or costs could materially and adversely affect our
business, financial condition and results of operations.
We may incur additional expenses to detect fraudulent or illegal activities or other misconduct by
our employees, customers, suppliers or other third parties.
We are exposed to fraudulent or illegal activities or other misconduct by our employees,
customers, suppliers or other third parties, which could subject us to liabilities, fines and other penalties
imposed by government authorities and negative publicity. Monitoring and detecting such activities
could lead to considerable time and financial costs, which could have a material adverse effect on our
business, financial condition and operating results. Any illegal, fraudulent, corrupt or collusive activity
by our employees, customers, suppliers or other third parties, including, but not limited to, violations of
anti-corruption or anti-bribery laws, could subject us to negative publicity which could severely damage
our brand and reputation and, if conducted by our employees, further subject us to significant financial
and other liabilities to third parties and fines and other penalties imposed by government authorities.
We have granted, and may continue to grant, certain awards under our share incentive plans,
which may result in increased share-based compensation expenses.
We have established share incentive plans to grant awards to our employees and other designated
persons for the purpose of attracting and retaining suitable personnel to enhance our development. We
recorded share-based payments expenses of RMB26.8 million, RMB31.7 million and RMB28.8 million
in 2023, 2024 and 2025, respectively. We believe such share-based awards are important to our business
development, and we may continue to grant share-based awards in the future. As a result, our
share-based payment expenses may increase, which may further increase our share-based payments
expenses, adversely affect our financial performance, and dilute existing Shareholders’ stake. If we
reduce the amount of share-based compensation awards, we may not be able to attract or retain key
personnel by offering them incentives linked to the value of our Shares.
We are subject to the evolving regulatory requirements regarding the end markets of our
products.
The intelligent robot industry is subject to relevant regulatory landscape in the jurisdictions in
which we operate. These include, but are not limited to, regulations relating to product safety, data
privacy and cybersecurity, labor standards, export controls and environmental protection. As the
adoption of intelligent robotic products and solutions expands across industries and geographies,
regulatory authorities may introduce new standards or tighten existing requirements to address emerging
concerns regarding automation, human-robot interaction, or ethical and safety considerations.
Given the rapid development of the industry, applicable regulations may be evolving, we may
incur substantial costs to comply with new regulatory requirements, or face delays or barriers in
product development, certification or deployment. In particular, increased scrutiny of AI-related
technologies, cross-border data flows or autonomous system safety could affect the design, production
and sale of our products.
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Failure to timely adapt to or comply with evolving regulatory standards may result in penalties,
business interruptions, or reputational damage, which could in turn materially and adversely affect our
business, financial condition, results of operations and growth prospects.
Our business growth and results of operations may be affected by changes in global and regional
macroeconomic conditions, natural disasters, health epidemics and pandemics, and social
disruption and other outbreaks.
Uncertainties about global economic conditions and regulatory changes 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 disasters such as floods, earthquakes,
sandstorms, snowstorms, fire or drought, the outbreak of a widespread health epidemic or any severe
epidemic disease such as SARS, Ebola, Zika or COVID-19, acts of war, terrorism or other force
majeure events beyond our control may disrupt our research and development, manufacturing and
commercialization activities and business operations, all of which could adversely affect our business,
financial condition, results of operations and growth prospects.
We may be involved in legal proceedings and disputes, which could materially and adversely
affect our reputation, business, financial condition and results of operations.
We may be involved in legal proceedings and commercial or contractual disputes in the ordinary
course of our business. We cannot assure you that we will not be involved in various legal and other
disputes in the future, which may expose us to additional risks and losses. In addition, we may have to
pay legal costs associated with such disputes, including fees relating to appraisal, auction, execution
and legal advisory services. Litigation and other disputes may lead to inquiries, investigations and
proceedings by regulatory authorities and other governmental agencies and may result in damage to our
reputation, additional operating costs and diversion of resources and management’s attention from our
core business. The disruption of our business due to judgment, arbitration and legal proceedings against
us or adverse adjudications in proceedings against our Directors, senior management or key employees
may materially and adversely affect our reputation, business, financial condition and results of
operations.
We have limited insurance coverage, which could expose us to operational risks.
Any uninsured occurrence of business disruption, litigation or natural disaster, or significant
damages to our uninsured equipment or facilities could have a material adverse effect on our results of
operations. Our current insurance coverage may not be sufficient to prevent us from any loss and there
is no certainty that we will be able to successfully claim our losses under our current insurance policy
on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the
compensated amount is significantly less than our actual loss, our business, financial condition and
results of operations could be materially and adversely affected. If such risks materialize, we may also
suffer substantial losses.
Strategic alliances, investments or acquisitions may have a material and adverse effect on our
business, financial condition and results of operations.
We may in the future enter into strategic alliances with various third parties. Strategic alliances
with third parties could subject us to a number of risks, including risks associated with sharing
proprietary information, non-performance by the counterparty, and an increase in expenses incurred in
establishing new strategic alliances, any of which may materially and adversely affect our business. We
may have little ability to control or monitor their actions. To the extent strategic 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
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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 could result in the use of substantial amounts of
cash, dilutive issuances of equity securities, incurrence of debt, incurrence of significant goodwill
impairment charges, amortization expenses for other intangible assets and exposure to potential
unknown liabilities of the acquired business.
Our information technology networks and systems may encounter malfunctions, unexpected
system failure, interruption, insufficiency or security breaches which could materially and
adversely affect our reputation, business, financial condition and results of operations.
We rely on our information technology and software systems to effectively manage various
customers’ and suppliers’ data, research and development 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 may collect the business contact information from customers or suppliers,
or process other business information that does not contain personal information. Any security and
privacy breaches of customer information may damage our customer relations and our reputation and
may expose us to legal liability.
Our information technology and software systems may be subject to damage or interruption,
primarily due to unexpected emergency circumstances beyond our control, including power outages,
fire, natural disasters, systems failures, security breaches, unauthorized access to our 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. We may also encounter problems when upgrading our systems, which could disrupt our
operations and adversely affect our results of operations.
The data privacy and data security laws in the jurisdictions where we operate are subject to rapid
and evolving changes, imposing significant compliance requirements on us, and concerns about
our practices or policies with respect to the processing of data, could materially and adversely
affect our reputation, business, financial condition and results of operations.
During our business operation, we may possess business information and contact information from
our customers, suppliers and other business partners. As a result, our operations are subject to laws and
regulations on data privacy and security. Compliance with the evolving data protection laws in the PRC,
as well as data security and privacy laws in jurisdictions where we intend to operate, may increase our
compliance burden and require us to devote additional resources. Any actual or perceived inadequacy in
our data privacy and security practices, including concerns from our customers, suppliers and other
business partners with whom we conduct business, could damage our reputation and operating results.
If we were to expand our business globally, we would increasingly become subject to various laws,
regulations and standards, as well as contractual obligations relating to data privacy and security in the
jurisdictions in which we were to operate. The regulatory and legal frameworks regarding data privacy
and security issues in many jurisdictions are constantly evolving and developing and can be subject to
significant changes from time to time, including in ways that may result in conflicting requirements
among various jurisdictions. Interpretation and implementation standards and enforcement practices are
similarly in a state of flux and are likely to remain uncertain for the foreseeable future. As a result, we
may not be able to comprehensively assess the scope and extent of our compliance responsibility at a
global level, and may fail to fully comply with the applicable data privacy and security laws,
regulations and standards. Moreover, these laws, regulations and standards may be interpreted and
applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be
interpreted and applied in ways that may be inconsistent with our existing practices. We will need to
maintain heightened internal control and risk management policies to ensure sound compliance with
such evolving policies, which requires significant resources and efforts. The theft, loss, or misuse of
data to run our business or by our partners could result in significantly increased security costs, damage
to our reputation, regulatory proceedings, litigation, fines, investigations, remediation efforts,
indemnification expenditures, disruption of our business activities or other increased costs related to
defending legal claims.
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In recent years, government authorities across the world have been increasingly focusing on
privacy and data protection. Particularly in China, the substantial base of our business operations, the
PRC government has enacted a series of laws and regulations on the protection of data and personal
information. For instance, the PRC Cybersecurity Law () came into
effect on June 1, 2017, the Standing Committee of the National People’s Congress of China
promulgated the PRC Data Security Law () came into effect on
September 1, 2021, and the Measures on Data Export Security Assessment ()
came into effect on February 15, 2022. See “Regulatory Overview — Regulations on Information
Security and Privacy Protection” for details.
We may be subject to laws and regulations regarding privacy and data protection in China and
other areas and jurisdictions, if applicable. In addition, as our customers expand their footprints
globally, they may leverage our products in other countries or territories outside China and are thus
required to comply with laws and regulations regarding privacy and data protection in such
jurisdictions. As a result, we may be required to upgrade our products to help them comply with such
laws and regulations. As of the Latest Practicable Date, we had not been subject to any inspection,
action, compulsory administrative measure or penalty from the PRC authorities or any other relevant
regulatory bodies in relation to our compliance with privacy and data protection laws and regulations.
We have adopted various measures to ensure legal compliance. See “Business — Data Security
and Privacy” for details. We cannot assure you that our privacy and data protection measures are, and
will be, always considered sufficient under applicable laws and regulations.
In addition to government regulation, privacy advocates and industry groups have and may in the
future propose self-regulatory standards from time to time. These and other industry standards may
legally or contractually apply to us, or we may elect to comply with such standards. We expect that
there will continue to be new proposed laws and regulations concerning data privacy and security, and
we cannot yet determine the impact such future laws, regulations and standards may have on our
business. New laws, amendments to or reinterpretations of existing laws, regulations, standards and
other obligations may require us to incur additional costs and restrict our business operations. If so, in
addition to the possibility of fines, lawsuits, regulatory investigations, public censure, other claims and
penalties, and significant costs for remediation and damage to our reputation, we could be materially
and adversely affected if legislation or regulations are expanded to require changes in our data
processing practices and policies or if governing jurisdictions interpret or implement their legislation or
regulations in ways that negatively impact our business, financial condition and results of operations.
Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to
comply with applicable laws, regulations, standards and other obligations relating to data privacy and
security, could require significant resources and efforts, which can have a material effect on our
business, financial condition and results of operations.
While we strive to comply with our published privacy policy as well as all applicable data privacy
and security laws and regulations, and contractual obligations in respect of all data (including personal
data), there is no assurance that we are able to comply with these laws, regulations and contractual
obligations in all respects. Any actual or perceived failure by us, our customers or business partners to
comply may result in investigations, proceedings or actions against us, including fines and penalties or
enforcement orders (including orders to cease processing activities) being levied on us by government
agencies or proceedings or actions against us by our business partners or customers, including class
action litigation in certain jurisdictions, which could damage our reputation and discourage current and
future business partners and/or customers from using our products.
We are subject to cybersecurity risks to our products and customer data processed by us or
third-party vendors or suppliers, and any material weakness, interruption, cyber event, incident
or breach of security could prevent us from effectively operating our business.
Our products feature complex information systems. We have designed and implemented security
measures intended to prevent cybersecurity breaches and unauthorized access to our information
technology systems, and we intend to introduce additional security measures as needed. Nevertheless,
there is a possibility that hackers and other malicious actors might attempt to gain unauthorized access
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in the future, seeking to modify, alter or manipulate our products’ software or access data stored within
or generated by our products. Errors and vulnerabilities within our information technology systems may
be subject to probing by third parties and could be exposed and exploited in the future, and remediation
of such breaches may not be prompt or entirely successful.
Unauthorized access or control of our information systems, or any breach of data security, could
result in various risks including harm to our customers, unsafe operational conditions or product failure,
which could result in interruptions in our business, legal claims or proceedings that may not result in
our favor and could subject us to significant liability. Moreover, regardless of their veracity, reports of
unauthorized access to our information technology systems or data, as well as any perception that our
products or systems are vulnerable to hacking or lack adequate safety controls, could have a material
adverse effect on our business, financial condition, results of operations, growth prospects and cash
flows.
Our operating and financial results are subject to seasonal fluctuations.
Many of our customers formulate their annual procurement plans in the first quarter of each year.
Their actual purchases of our products usually generate revenue for us in the second half of each year.
The degree of seasonality may vary from year to year due to conditions in the industry and other
factors, which makes it difficult for us to predict the level of demand with precision. If seasonal
demand exceeds our expectation, we may not have sufficient stock or arrange for timely production and
delivery. If seasonal demand is lower than our expectation, we could be left with excess inventory,
higher working capital and liquidity requirements, as well as the risk of impairment losses on our
inventory. We expect to continue to experience seasonal fluctuations in our revenue, results of
operations and financial condition, which could result in volatility and adversely affect the price of our
H Shares.
The wide variety of payment methods that we accept subjects us to third-party payment
processing-related risks.
The number of customers who settled payments through third-party channels, referred to as
“Third-Party Settled Customers,” was two, three and one in 2023, 2024 and 2025. We have ceased
accepting any third-party payment as of August 31, 2025. See “Business — Third-party Payment
Arrangement” for details. We are subject to the risks relating to such third-party payments, including
potential money laundering risks as we have limited knowledge about the source and purpose of the
funds utilized by the third-party payers. In the event of any claims or legal actions, whether civil or
criminal, initiated against us by third-party payers or their liquidators regarding third-party payments or
for violation or non-compliance of laws and regulations, we would need to allocate significant financial
and managerial resources to defend ourselves, and we may be forced to comply with the court ruling
and return the payment for the products that we sold and services that we provided, and our business,
financial condition, results of operations, growth prospects and cash flows may be adversely affected.
We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could
adversely affect our financing arrangements, business, financial condition and results of
operations.
Fluctuations in the exchange rate of Renminbi against Hong Kong dollar, U.S. dollar, Euros and
other foreign currencies are affected by, among other things, the changes in China’s and international
political and economic conditions. The proceeds from the Global Offering will be denominated in Hong
Kong dollars. As a result, any appreciation of Renminbi against U.S. dollar, Hong Kong dollar or any
other foreign currencies may result in a decrease in the value of our foreign currency-denominated
assets and our proceeds from the Global Offering. Conversely, any depreciation of Renminbi may
adversely affect the value of, and any dividends payable on, our H Shares in foreign currencies. We
have not utilized, and may not in the future utilize, any instrument to reduce our foreign currency risk
exposure. All of these factors could affect our business, results of operations, financial condition and
prospects, and could affect the value of, and dividends payable on, our H Shares in foreign currencies.
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We are subject to changing laws and regulations regarding regulatory matters, corporate
governance and public disclosure that have increased both our costs and the risk of
non-compliance.
We are or will be subject to rules and regulations by various governing bodies, including, for
example, once we have become a public company, the Stock Exchange and the SFC, which are charged
with the protection of investors and the oversight of companies whose securities are publicly traded, as
well as the various regulatory authorities in China, and to new regulatory measures under applicable
law. Our efforts to comply with new laws and regulations have resulted in, and are likely to continue to
result in, increased general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities. Any difficulties or delays in
adapting to these regulations and any subsequent changes may increase our compliance costs, expose us
to regulatory inquiries or actions, and adversely affect our business.
Expectations relating to environmental, social and governance considerations and related
reporting obligations expose us to potential liabilities, increased costs, reputational harm, and
other adverse effects on our business.
To identify, manage, and mitigate ESG risks, we may incur additional costs and expenses which
could impact our financial performance. Given the nature of our business, we do not produce any
material amount of emissions and wastes and we do not cause heavy pollutions. Nonetheless, we
monitor environmental and climate-related risks that may impact our business, strategy and financial
performance and evaluate the magnitude of the resulting impact over the short-, medium- and long-term
horizons. We monitor a wide range of indicators such as power consumption, emission of greenhouse
gas, water consumption and waste generation to manage our environmental and climate-related risks
arising from our operations and are committed to providing adequate support to our employees to
nurture a friendly and inspirational corporate culture. This commitment may entail incurring substantial
additional costs and would potentially impact our profitability. See “Business — Environmental, Social
and Governance” for details.
In addition, the increasing ESG-related regulatory requirements, including various ESG disclosure
mandates in the jurisdictions where we operate, may lead to rising compliance costs. Failure to adapt to
new regulations or meet evolving industry expectations and standards could result in consumers
choosing products from other companies, which may materially and adversely affect our business,
financial condition and results of operations.
Failure to make adequate contributions to various employee benefit plans as required by
regulations may subject us to penalties.
In accordance with the PRC Social Insurance Law () and the
Regulations on the Administration of Housing Fund (၍ଣૢԷ) and other relevant laws
and regulations, China has established a social insurance system, including basic pension insurance,
basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance
and housing fund system. An employer is required to make contributions to the statutory social
insurance and housing fund for its employees in accordance with the rates provided under relevant
regulations and withhold the contribution amounts to be paid by the employees themselves. However,
during the Track Record Period and up to the Latest Practicable Date, we had not made social insurance
and housing provident fund contributions for some of our employees in full in accordance with the
relevant PRC laws and regulations. During the Track Record Period, the shortfall in social insurance
contributions amounted to approximately RMB1,392 thousand, RMB1,402 thousand and RMB1,234
thousand, and the shortfall in housing provident fund contributions amounted to approximately
RMB176 thousand, RMB432 thousand and RMB254 thousand. In addition, we engaged third-party
human resource agencies to pay social insurance and housing provident funds for certain of our
employees. Relevant PRC authorities might determine that we shall make up for social insurance and
housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure
to make social insurance and housing fund contributions in full for our employees. During the Track
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Record Period and up to the Latest Practicable Date, we had not been subject to any penalties for the
social insurance non-compliances and therefore did not incur any administrative penalties. See
“Business — Employees” for details.
On July 31, 2025, the Supreme People’s Court promulgated the Interpretation (II) of the Supreme
People’s Court on Issues Concerning the Application of Law in the Trial of Labor Dispute Cases ( ௰
༆ᙑ (ɚ)) (the “ Interpretation ”), which came
into effect on September 1, 2025, pursuant to which our employees may initiate litigations against us
for our failure to make full social insurance and housing provident fund contributions. Our Directors
believe that the Interpretation will not have a material adverse impact on our business or financial
performance, having considered that (i) as advised by our PRC Legal Advisor, the Interpretation does
not constitute a law or administrative regulation in the field of social insurance management, and
therefore social insurance authorities are not expected to proactively rely on it as a basis for imposing
administrative penalties, (ii) as further advised by our PRC Legal Advisor, the Interpretation does not
contain provisions relating to housing provident funds and does not impose additional obligations on
enterprises with respect to housing provident fund contributions, and (iii) our independent auditor and
PRC Legal Advisor are of the view that no provision is required to be made in respect of the
Interpretation. For our measures to fully comply with the Interpretation and relevant laws and
regulations, see “Business — Employees” for details.
However, we cannot assure you that the relevant government authorities will not require us to pay
the outstanding amount and impose late fees or fines on us. If we are otherwise subject to
investigations related to non-compliance with labor laws and are imposed severe penalties or incur
significant legal fees in connection with labor law disputes or investigations, our business, financial
condition, results of operations and cash flows may be adversely affected.
Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic
events, global pandemics and interruptions by man-made problems, such as network security
breaches, computer viruses or terrorism. Material disruptions of our business or information
systems resulting from these events could adversely affect our business, financial condition and
results of operations.
A significant natural disaster, such as an earthquake, fire, flood or pandemic, occurring at our
headquarters, at one of our local offices and facilities or where a business partner is located could
adversely affect our business, financial condition and results of operations. Further, if a natural disaster
or man-made problem were to affect our service providers, this could adversely affect the ability of our
customers to use our products. In addition, natural disasters and acts of terrorism could cause
disruptions in our or our customers’ businesses, national economies or the world economy as a whole,
as was the case with the COVID-19 pandemic. We also rely on our network and third-party
infrastructure and enterprise applications and internal technology systems for our engineering, sales and
marketing, and operations activities. In the event of a major disruption caused by a natural disaster or
man-made problem, we may be unable to continue our operations and may endure system interruptions,
reputational harm, delays in our development activities, lengthy interruptions in service, breaches of
data security and loss of critical data, any of which could adversely affect our business, financial
condition and results of operations.
In addition, computer malware, viruses and computer hacking, fraudulent use attempts and
phishing attacks have become more prevalent in our industry and may occur on our platform in the
future. Any failure to maintain performance, reliability, security, integrity and availability of our
products and services and technical infrastructure, including third-party infrastructure and services upon
which we rely, may expose us to significant consequences, including legal and financial exposure and
loss of customers, and give rise to litigation, consumer protection actions, or harm to our reputation,
and as a result, may hinder our ability to retain existing customers and attract new customers.
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RISKS RELATING TO DOING BUSINESS IN THE COUNTRIES AND REGIONS WHERE WE
OPERATE
Changes in the economic, political or social conditions or government policies in the countries and
regions where we operate could affect our business, financial condition and results of operations.
A vast majority of our revenue is derived from our businesses in the PRC during the Track Record
Period. Accordingly, our financial condition, results of operations and prospects are, to a material
extent, subject to economic, political, and legal developments in the PRC. Demand for our products and
our ability to maintain operations are subject to the influence of macroeconomic conditions in China.
China’s economy has experienced significant growth over the past decades since the
implementation of 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. The economic reform measures may be
adaptively adjusted from industry to industry or across different regions of the country in the future. If
the business environment changes, our business may also be materially and adversely affected.
Y ou may have limited resources in effecting services of legal process or enforcing overseas
judgments against us, our Directors and our senior management.
Substantially all of our business and operations are located in the PRC. In addition, substantially
all of our Directors and officers reside in China and substantially all of their assets are located in
China. It may be difficult for investors to effect service of process upon those persons residing in China
or to enforce against us or them in China any judgments obtained from non-PRC courts. The PRC does
not have treaties providing for the reciprocal recognition and enforcement of judgments of courts of
most other jurisdictions. As a result, recognition and enforcement in the PRC of judgments of a court in
any of these jurisdictions outside China may be difficult or even impossible.
On July 14, 2006, the Supreme People’s Court of the PRC and the Government of the Hong Kong
Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of
Judgments in Civil and Commercial Matters (ʝႩ̙
τર ) (the “ Arrangement ”). Under the Arrangement, a
party with an enforceable final court judgment rendered by any designated people’s court of China or
any designated Hong Kong court requiring payment of money in a civil and commercial case according
to a written choice of court agreement, may apply for recognition and enforcement of the judgment in
the relevant people’s court of China or Hong Kong court. A written choice of court agreement is
defined as any agreement in writing entered into between parties after the effective date of the
Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having
sole jurisdiction for the dispute. Therefore, it may not be possible to enforce a judgment rendered by a
Hong Kong court in China if the parties in the dispute did not agree to enter into a choice of court
agreement in writing. As a result, it may be difficult or impossible for investors to effect service of
process against certain of our assets or Directors in China in order to seek recognition and enforcement
of foreign judgments in China.
On January 18, 2019, the Supreme People’s Court of the PRC and Hong Kong entered into an
agreement regarding the scope of judgments which may be enforced between China and Hong Kong
(τર) (the “ New Arrangement ”).
The New Arrangement will broaden the scope of judgments that may be enforced between China and
Hong Kong under the Arrangement. Whereas a choice of jurisdiction needs to be agreed in writing in
the form of an agreement between the parties for the selected jurisdiction to have exclusive jurisdiction
over a matter under the Arrangement, the New Arrangement provides that the court where the judgment
was sought could apply jurisdiction in accordance with certain rules without the parties’ agreement. The
New Arrangement will replace the Arrangement when the former becomes effective. The New
Arrangement became effective on January 29, 2024, both in China and in Hong Kong. Under the New
Arrangement, any party concerned may apply to the relevant PRC court 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 New Arrangement.
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We may be subject to additional regulatory requirements relating to new laws and regulations in
connection with overseas securities offerings and listings.
On July 6, 2021, the relevant PRC government authorities issued the Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (ج
จԈ). These opinions emphasized the need to strengthen the administration over illegal
securities activities and the supervision on overseas listings by China-based companies and proposed to
take effective measures, such as promoting the construction of relevant regulatory systems to deal with
the risks and incidents faced by China-based overseas-listed companies. See “Regulatory Overview —
Regulations on Securities and Overseas Listings” for details.
On February 24, 2023, the CSRC and other relevant government authorities published the
Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities
Offering and Listing by Domestic Companies (੗ձᏦ
) (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
enterprises, either in direct or indirect form, such domestic enterprises, 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. Failure to comply with relevant rules may materially affect our
business, results of operations or financial conditions.
Policies regarding foreign currency conversion may affect our foreign exchange transactions and
our ability to pay dividends and meet other obligations.
The net proceeds from the Global Offering are expected to be deposited in currencies other than
Renminbi until we obtain necessary approvals from relevant PRC regulatory authorities to convert these
proceeds into onshore Renminbi. If we cannot convert the net proceeds into onshore Renminbi in a
timely manner, our ability to deploy these proceeds efficiently may be affected as we will not be able to
invest these proceeds in Renminbi-denominated assets onshore or deploy them in uses onshore where
Renminbi is required, which could affect our business, results of operations, financial condition and
prospects.
Payment of dividends or gains from the sale or other disposition of our H Shares is subject to
taxation under PRC law.
Non-Chinese resident individual holders of H Shares whose names appear on the register of
members of H Shares (“ Non-Chinese Resident Individual Holders ”) are subject to Chinese individual
income tax on dividends received from us. Pursuant to the Circular on Questions Concerning the
Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui
Han [2011] No. 348) (਷೼೯ [1993]045ٝ( ਷೼Ռ
[2011]348 ໮)) dated June 28, 2011, and issued by the State Tax Administration (the “ SAT”), the tax
rate applicable to dividends paid to Non-Chinese Resident Individual Holders of H Shares varies from
5% to 20% (usually 10%), depending on whether there is any applicable tax treaty between China and
the jurisdiction in which the Non-Chinese Resident Individual Holder of H Shares resides, as well as
the tax arrangement between China and Hong Kong. Non-Chinese Resident Individual Holders who
reside in jurisdictions that have not entered into tax treaties with the PRC are subject to a 20.0%
withholding tax on dividends received from us. See “Regulatory Overview — Regulations on Taxation”
for details. In addition, under the Individual Income Tax Law of the PRC (੻೼
جthe “ Individual Income Tax Law ”) and its implementation regulations, Non-Chinese 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 the Circular Declaring that
Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of Shares
(ٝissued by the Ministry of Finance and the
SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares of enterprises
may be exempt from individual income tax. As of the Latest Practicable Date, none of the aforesaid
provisions had expressly provided whether individual income tax shall be levied from non-Chinese
RISK FACTORS
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Mainland resident individual holders on the transfer of shares in Chinese Mainland resident enterprises
listed on overseas stock exchanges. To the best of our knowledge, the Chinese tax authorities have not
in practice sought to collect individual income tax on such gains. If such tax is collected in the future,
the value of such individual holders’ investments in H Shares may be materially and adversely affected.
Under the EIT Law and its implementation regulations, a non-Chinese resident enterprise is
generally subject to enterprise income tax at a rate of 10% with respect to its income sourced from
China, including dividends received from a Chinese company and gains derived from the
disposition of equity interests in a Chinese company. This rate may be reduced under any special
arrangement or applicable treaty between the China and the jurisdiction in which the non-Chinese
resident enterprise resides. Pursuant to the Circular on Questions Concerning Withholding of
Enterprise Income Tax for Dividends Distributed by Resident Enterprises in China to Non-resident
Enterprises Holding H-shares of the Enterprises (Guo Shui Han [2008] No. 897) (͏
ΆุΣྤ̮ Hٝ( ਷೼Ռ [2008]897 ໮))
promulgated by the SAT on November 6, 2008, we intend to withhold tax at 10% from dividends
payable to non-Chinese resident enterprise holders of H Shares (including HKSCC Nominees).
Non-Chinese 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 Chinese 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 Chinese tax authorities’ approval. See “Regulatory Overview — Regulations
on Taxation” for details. There are uncertainties as to the interpretation and implementation of the
EIT Law and its implementation rules by the Chinese tax authorities, including whether and how
enterprise income tax on gains derived upon the sale or other disposition of H Shares will be
collected from non-Chinese resident enterprise holders of H Shares. If such tax is collected in the
future, the value of such non-Chinese resident enterprise holders’ investments in H Shares may be
materially and adversely affected.
Any uncertainties embedded in the legal systems of certain geographic markets where we operate
could affect our business, financial condition and results of operations.
The legal systems of the jurisdictions where we operate vary significantly. Some jurisdictions
have a civil law system based on written statutes and others are largely based on common law. Unlike
common law systems where the case laws have binding effects, prior court decisions under civil law
systems may be cited for reference but have limited precedential value. We are based in China and our
business in China is governed by PRC laws and regulations. The PRC legal system is a civil law system
based on written statutes. Failure to comply with relevant rules may affect the legal protections and
remedies that are available to us and our investors.
Our payment of dividends is subject to restrictions under applicable laws and regulations.
Under PRC law, dividends may be paid only out of distributable profits. Distributable profits are
defined as our profits after taxes as determined under PRC GAAP 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 us to make dividend distributions to our
Shareholders in the future, including periods for which our 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 IFRSs in certain respects, our subsidiaries may not have distributable profits as
determined under PRC GAAP, even if they have profits for that year as determined under IFRSs, or
vice versa. Accordingly, we may not receive sufficient distributions from our subsidiaries. Failure by
our subsidiaries to pay dividends to us could have a negative impact on our cash flow and 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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Our operations are subject to, and may be affected by, development in tax laws and regulations in
the countries and regions where we operate.
We are subject to periodic examinations on fulfillment of our tax obligations under the PRC tax
laws and regulations by PRC tax authorities. We cannot assure you that we will maintain full
compliance with all applicable PRC tax laws and regulations in the future, nor can we guarantee that
our Directors, officers or employees will not be subject to any tax-related contingencies. If we or our
Directors, officers or employees fail to comply with relevant tax laws and regulations in the future, we
or the relevant persons may be subject to investigations by the PRC tax authorities in respect of the
non-compliance, which may result in fines, other penalties or action that could adversely affect our
business, financial condition and results of operations, as well as our reputation.
Under the Individual Income Tax Law, foreign nationals who have domiciles in the PRC, or have
no domicile in China but have resided in the PRC for one year or more, would be subject to PRC
individual income tax at progressive rates on their income gained within or outside the PRC. The
Standing Committee of NPC has approved the amendment of the Individual Income Tax Law, which
became effective on January 1, 2019. Under the Individual Income Tax Law, foreign nationals who have
no domicile in China but have resided in the PRC for a total of 183 days or more in a tax year would
be subject to PRC individual income tax on their income gained within or outside the PRC. Our
business, financial condition and results of operations may be affected by such evolving laws and
regulations.
Discontinuation of any government grants or preferential tax treatments could affect our business,
financial condition and results of operations.
The provision for corporate income tax in China is based on the statutory rate of 25% of the
taxable profits determined in accordance with the EIT Law. Our Company and one of our PRC
subsidiaries are qualified as High-tech Enterprise and were entitled to a preferential income tax rate of
15% during the Track Record Period. Certain of our PRC subsidiaries which are small- and micro-profit
enterprises with annual taxable income up to RMB1 million are entitled to a reduced corporate income
tax rate of 20% and are permitted to calculate their income tax based on 12.5% of their taxable income,
lowering their effective tax rate to 2.5%. See “Financial Information — Key Components of Our
Consolidated Statements of Profit or Loss — Income Tax Expense” for details. We cannot assure you
that the current preferential tax treatments we enjoy or will be entitled to enjoy will not be canceled.
Moreover, we cannot assure you that our PRC subsidiaries will be able to renew the same preferential
tax treatments upon expiration. If any such change, cancellation or discontinuation of preferential tax
treatment occurs, the relevant PRC subsidiaries will be subject to the PRC enterprise income tax, or
EIT, at a rate of 25% on taxable income. As a result, the increase in our tax charge could materially and
adversely affect our results of operations.
We are subject to regulatory requirements in labor-related laws and regulations.
Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in
January 2008 and was amended in December 2012, and its implementing rules that became effective in
September 2008, employers are subject to stricter requirements in terms of signing labor contracts,
minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally
terminating labor contracts. We believe our current practice complies with the Labor Contract Law and
its amendments. However, the relevant governmental authorities may take a different view and impose
fines on us.
In accordance with relevant PRC laws and regulations, an employer shall pay basic pension
insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity
insurance and housing provident fund (collectively, the “ Employee Benefits ”) for its employees in
accordance with the rates and bases provided under relevant regulations and shall withhold the
Employee Benefits that should be assumed by its employees. During the Track Record Period, we used
third-party service providers to pay the Employee Benefits for some of our employees. Under the
agreements between the third-party service providers and us, the third-party service providers have the
obligation to pay the Employee Benefits for our relevant employees.
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As advised by our PRC Legal Advisor, considering, among others, the facts stated above, based on
the compliance certificates we have obtained, as well as the fact that we have not received any notice
or inquiry from relevant government authorities, if the competent social insurance and housing
provident fund authorities order us or any of our subsidiaries to rectify their non-compliance with the
laws and regulations relating to social insurance and housing provident fund within a prescribed time
limit and pay the late payment fee (if any), and if such entities complete the rectification and pay the
late payment fee (if any) within the prescribed time limit as required by the competent social insurance
and housing provident fund authorities, the risk of us being fined by such authorities is remote. As
such, such matters would not have a material and adverse impact on our business, financial condition
and results of operations.
Our employment practices could inadvertently violate labor-related laws and regulations in China,
which may subject us to labor disputes or government investigations. If we are deemed to have violated
relevant labor laws and regulations, we could be required to provide additional compensation to our
employees and our business, financial condition and results of operations could be materially and
adversely affected.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and the liquidity and market price of our
H Shares may be volatile.
Prior to the Global Offering, there has been no public market for our H Shares. The Offer Price
for our H Shares was the result of negotiations between us and the Overall Coordinators on behalf of
the Underwriters, and the Offer Price may differ significantly from the market price for our H Shares
following the Global Offering. We have applied for listing of, and permission to deal in, our H Shares
on the Stock Exchange. A listing on the Stock Exchange, however, does not guarantee that an active
and liquid trading market for our H Shares will develop, or if it does develop, that it will be sustained
following the Global Offering or that the market price of our H Shares will not decline following the
Global Offering. Furthermore, the market price and trading volume of our H Shares may be volatile.
The following factors may affect the trading volume and market price of our H Shares: (i) actual or
anticipated fluctuations in our operating performance and revenue; (ii) our failure to execute our
strategies; (iii) an unexpected business interruption resulting from operational breakdowns, natural
disasters, or major changes in our key personnel or senior management; (iv) adverse market reaction to
any indebtedness that we may incur or securities that we may issue in the future; (v) announcements of
competitive developments, acquisitions or strategic alliances in our industry; (vi) potential litigation or
regulatory investigations; (vii) general market conditions or other developments affecting us or our
industry; (viii) changes or proposed changes in laws or regulations, or differing interpretations thereof,
affecting our ability to obtain or maintain regulatory approval for our products; (ix) inadequate
protection of our intellectual property rights or legal proceedings brought against us for infringement of
third parties’ intellectual property rights; (x) the operating and stock price performance of other
companies in our industry, and other events or factors beyond our control; and (xi) the release of
lock-up or other transfer restrictions on our outstanding H Shares or sales or perceived sales of H
Shares by us or other Shareholders.
Moreover, the capital market has from time to time experienced significant price and trading
volume fluctuations that were unrelated or not directly related to the operating performance of the
underlying companies in the market. These broad market and industry fluctuations may have a material
and adverse effect on the market price and trading volume of our H Shares.
An active and liquid trading market for our H Shares may not develop.
Prior to the Global Offering, our H Shares were not traded on any other market. We cannot assure
you that an active and liquid trading market for our H Shares will be developed or be maintained after
the Global Offering. Liquid and active trading markets usually result in less price volatility and more
efficiency in carrying out investors’ purchase and sale orders. The market price of our H Shares could
RISK FACTORS
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vary significantly as a result of a number of factors, some of which are beyond our control. In the event
of a drop in the market price of our H Shares, you could lose a substantial part or all of your
investment in our H Shares.
Because the Offer Price of our H Shares is substantially higher than the consolidated net tangible
book value per share, purchasers in the Global Offering may experience immediate dilution.
As the Offer Price of our H Shares is higher than the consolidated net tangible assets per H Share
immediately prior to the Global Offering, purchasers of our H Shares in the Global Offering will
experience an immediate dilution in pro forma adjusted consolidated net tangible assets. Our existing
Shareholders will receive an increase in the pro forma adjusted consolidated net tangible asset value per
share of their shares. See Appendix II to this prospectus for details. In addition, holders of our Shares
may experience further dilution of their interest if the Underwriters exercise the Offer Size Adjustment
Option or the Over-allotment Option or if we issue additional shares in the future to raise additional
capital.
The market price and trading volume of our H Shares may be volatile, which could result in
substantial losses for investors that purchase our H Shares in the Global Offering.
Factors such as fluctuations in our revenue, earnings, cash flows, new investments, regulatory
developments, additions or departures of key personnel, or actions taken by competitors could cause the
market price of our H Shares or the trading volume of our H Shares to change substantially and
unexpectedly. In addition, stock prices have been subject to significant volatility in recent years. Such
volatility has not always been directly related to the performance of the specific companies whose
shares are traded. Such volatility, as well as general economic conditions, may materially and adversely
affect the prices of shares, and as a result investors in our H Shares may incur substantial losses.
Future sales or perceived sales of substantial amounts of our H Shares in the public market could
have a material adverse effect on the prevailing market price of our H Shares and our ability to
raise additional capital in the future, or may result in dilution of your shareholding.
Future sales of substantial amounts of our H Shares or other securities relating to our H Shares in
the public market, or the issuance of new H Shares or other securities relating to our H Shares, or the
perception that such sales or issuances may occur could all cause a decline in the market price of our H
Shares. Future sales, or perceived sales, of substantial amounts of our securities or other securities
relating to our H Shares, including part of any future offerings, could also materially and adversely
affect the prevailing market price of our H Shares and our ability to raise capital in the future at a time
and at a price which we deem appropriate.
Although our existing shareholders are subject to restrictions on their sales of H Shares within 12
months from the Listing Date as described in “History, Development and Corporate Structure,” future
sales of a significant number of our H Shares by our Controlling Shareholders or other existing
shareholders in the public market after the Global Offering, or the perception that these sales could
occur, could cause the market price of our H Shares to decline and could materially impair our future
ability to raise capital through offerings of our H Shares. We cannot assure you that our Controlling
Shareholders, or other existing shareholders, will not dispose of H Shares held by them or that we will
not issue H Shares upon the expiration of restrictions set out above.
We cannot assure you when, if and in what form or size we will pay dividends in the future.
We cannot guarantee when and in what form dividends will be paid on our H Shares following the
Global Offering. The declaration of dividends is proposed by the Board and is based on, and limited by,
various factors, including without limitation, our business and financial performance, capital and
regulatory requirements, and general business conditions. We may not have sufficient or any profits to
enable us to make dividend distributions to our Shareholders in the future, even if our financial
statements indicate that our operations have been profitable. See “Financial Information — Dividends”
for details.
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If securities or industry analysts do not publish research reports about us, or if they adversely
change their recommendations regarding our H Shares, the market price and trading volume of
our H Shares may decline.
The trading market of our H Shares may be influenced by research reports that industry or
securities analysts publish about us or our business. If one or more analysts who cover us downgrade
our H Shares or publish negative opinions about us, the market price of our H Shares would likely
decline regardless of the accuracy of the information. If one or more of these analysts cease coverage
of 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 or trading volume of our H Shares to decline.
We cannot guarantee the accuracy of facts, forecasts and other statistics obtained from official
government sources contained in this prospectus.
This prospectus includes industry data and forecasts extracted from the report prepared by CIC,
which was commissioned by us, and from various official governmental publications. We have no
reason to believe that such information is false or misleading or that any fact has been omitted that
would render such information false or misleading. However, we cannot assure you of the accuracy or
completeness of information obtained from these sources. We have not independently verified any of
the data, forecasts and other statistics from such sources, nor have we ascertained the underlying
economic assumptions relied upon in those sources. The information from official government sources
has not been independently verified by us or any other parties involved in the Global Offering, or any
of our or their respective directors, senior management, representatives, advisers or any other persons
involved in the Global Offering and no representation is given as to its accuracy. Moreover, such facts,
forecasts and other statistics may not be prepared on the same basis or with the same degree of
accuracy (as the case may be) in other publications or jurisdictions. For these reasons, the information
from various government publications contained in this prospectus may not be accurate and should not
be given undue reliance as a basis for making your investment in our H Shares. You should therefore
not place undue reliance on such information. In addition, we cannot assure you that such information
is stated or compiled on the same basis or with the same degree of accuracy as similar statistics
presented elsewhere. In any event, you should consider carefully the importance placed on such
information or statistics.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains forward-looking statements with respect to our business strategies,
operating efficiencies, competitive positions, growth opportunities for existing operations, plans and
objectives of management, certain pro forma information and other matters.
The words “anticipate,” “believe,” “could,” “potential,” “continue,” “expect,” “intend,” “may,”
“plan,” “seek,” “will,” “would,” “should” and the negative of these terms and other similar expressions
identify a number of these forward-looking statements. These forward-looking statements, including,
among others, those relating to our future business prospects, capital expenditure, cash flows, working
capital, liquidity and capital resources, are necessary estimates reflecting the best judgment of our
Directors and senior management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the forward-looking statements. As a result,
these forward-looking statements should be considered in light of various important factors, including
those set out in “Risk Factors” in this prospectus. Accordingly, such statements are not a guarantee of
future performance, and you should not place undue reliance on any forward-looking information. All
forward-looking statements in this prospectus are qualified by reference to this cautionary statement.
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Y ou should read the entire prospectus carefully and we strongly caution you not to place any
reliance on the information in press articles or other media coverage regarding us and the Global
Offering.
Prior to the publication of this prospectus, there has been and there may also be, subsequent to the
date of this prospectus but prior to the completion of the Global Offering, press and media coverage
regarding us, our business, our industries and the Global Offering, which contained, among other
things, certain financial information, projections, valuations and other forward-looking information
about us and the Global Offering. We have not authorized the disclosure of any such information 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 such 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 investment 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 Listing, we have sought the following waivers from strict compliance with
the relevant provisions of the Listing Rules:
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 and Rule 19A.15 of the Listing Rules, a new applicant applying for a
primary listing on the Stock Exchange must have a sufficient management presence in Hong Kong. This
normally means that at least two of the new applicant’s executive directors must be ordinarily resident
in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 may
be waived by having regard to, among other considerations, the applicant’s arrangements for
maintaining regular communication with the Stock Exchange.
The Company’s headquarters, management, business operations and assets are primarily located in
the PRC. The executive Directors are based in the PRC as the Board believes it would be more
effective and efficient for its executive Directors to be based in a location where the Company’s
significant operations are located. The executive Directors are not or will not be ordinarily resident in
Hong Kong upon the proposed Listing. The Directors consider that relocation of the executive Directors
to Hong Kong will be burdensome and costly for the Company, and it may not be in the best interests
of the Company and the Shareholders as a whole to appoint additional executive Directors who are
ordinarily resident in Hong Kong.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, the Company has applied to the Stock
Exchange for, and the Stock Exchange has granted the Company, a waiver from strict compliance with
the requirements under Rule 8.12 and Rule 19A.15 of the Listing Rules, provided that the Company
implements the following arrangements:
(a) pursuant to Rule 3.05 of the Listing Rules, the Company has appointed and will continue to
maintain two authorized representatives (the “ Authorized Representatives ”), namely Ding
Xia ( ɕᒳ) and Au Yeung Lai Yee ( ᆄජᘆᄃ). The Authorized Representatives are
authorized to communicate on the Company’s behalf with the Stock Exchange. Each of the
Authorized Representatives will be available to meet with the Stock Exchange in Hong Kong
within a reasonable time frame upon the request of the Stock Exchange and will be readily
contactable by telephone and email. As and when the Stock Exchange wishes to contact the
Directors on any matters, each of the Authorized Representatives will have means to contact
all of the Directors promptly at all times. The Company will inform the Stock Exchange
promptly in respect of any change in the Authorized Representatives;
(b) the Company has provided the contact details of each Director (such as mobile phone
numbers, office phone numbers and email addresses) to each of the Authorized
Representatives and to the Stock Exchange. This will ensure that the Authorized
Representatives and the Stock Exchange will have the means to contact any of the Directors
(including the independent non-executive Directors) promptly as and when required,
including means to communicate with the Directors when they are travelling;
(c) the Company confirms and will ensure that all Directors who are not ordinarily resident in
Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be
able to meet with the Stock Exchange within a reasonable period of time when required; and
(d) the Company has appointed Gram Capital Limited as its Compliance Adviser, pursuant to
Rule 3A.19 of the Listing Rules. The Compliance Adviser will have access at all times to the
Authorized Representatives, Directors and senior management of the Company, and will act
as an additional channel of communication between the Stock Exchange and the Company
for the period commencing on the Listing Date and ending on the date on which the
Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for
the first full financial year commencing after the Listing Date. The Compliance Adviser will
maintain constant contact with the Authorized Representatives, Directors and senior
management of the Company through various means, including regular meetings and
telephone discussions whenever necessary. The Authorized Representatives, Directors and
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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other officers will provide promptly such information and assistance as the Compliance
Adviser may reasonably require in connection with the performance of the Compliance
Adviser’s duties as set forth in Chapter 3A of the Listing Rules.
JOINT COMPANY SECRETARIES
Rule 8.17 of the Listing Rules provides that the issuer must appoint a company secretary who
satisfies the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides
that the issuer must appoint as its company secretary an individual who, by virtue of his academic or
professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of
discharging the functions of company secretary.
Paragraph 13 of Chapter 3.10 of the Guide provides that the Stock Exchange will consider waiver
applications in relation to Rules 3.28 and 8.17 of the Listing Rules based on the specific facts and
circumstances. Factors that will be considered by the Stock Exchange include: (a) whether the applicant
has principal business activities primarily outside Hong Kong; (b) whether the applicant is able to
demonstrate the need to appoint a person who does not have the Acceptable Qualification (as defined
under paragraph 11 of Chapter 3.10 of the Guide) nor Relevant Experience (as defined under paragraph
11 of Chapter 3.10 of the Guide) as a company secretary; and (c) why the directors consider the
proposed company secretary to be suitable to act as the applicant’s company secretary.
Further, pursuant to Chapter 3.10 of the Guide, such waiver, if granted, will be for a fixed period
of time (the “ Waiver Period ”) and on the following conditions: (a) the proposed company secretary
must be assisted by a person who possesses the qualifications or experience as required under Rule 3.28
of the Listing Rules and is appointed as a joint company secretary throughout the Waiver Period; and
(b) the waiver can be revoked if there are material breaches of the Listing Rules by the issuer.
The Group’s principal business operations are in the PRC. The Company considers that apart from
being able to meet the professional qualification or the relevant experience requirements under the
Listing Rules, its company secretary also needs to have (i) experience relevant to the Company’s
operations; (ii) nexus to the Board; and (iii) close working relationship with the management of the
Company, in order to perform the function of a company secretary and to take the necessary actions in
the most effective and efficient manner. It is for the benefit of the Company to appoint a person who is
familiar with the Company’s business and affairs as a company secretary.
The Company has appointed Mr. Fan Siqi (ᄁ)( “ Mr. Fan ”), who is the secretary to the
Board, head of the security affairs and director of investment and financing department of the
Company, as one of its joint company secretaries. The Company believes that Mr. Fan has extensive
experience in business management and corporate governance matters, as well as a thorough
understanding of the daily operations, internal administration and financial management of the Group
accumulated since his joining the Group. However, Mr. Fan currently does not possess any of the
qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely fulfill the
requirements of the Listing Rules. Therefore, the Company has appointed Ms. Au Yeung Lai Yee ( ᆄජ
ᘆᄃ)( “ Ms. Au Y eung ”), a Chartered Secretary, a Chartered Governance Professional, an associate
member of both The Hong Kong Chartered Governance Institute and The Chartered Governance
Institute in the United Kingdom, and a full member of Hong Kong Investor Relations Association, who
fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as the
other joint company secretary and to provide assistance to Mr. Fan for an initial period of three years
from the Listing Date to enable Mr. Fan to acquire the “relevant experience” under Note 2 to Rule 3.28
of the Listing Rules so as to fully comply with the requirements set forth under Rules 3.28 and 8.17 of
the Listing Rules. For details on Mr. Fan’s and Ms. Au Yeung’s qualifications and experience, see
“Directors and Senior Management.”
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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Given Ms. Au Yeung’s professional qualification and experience, she will be able to explain to
both Mr. Fan and the Company the relevant requirements under the Listing Rules and other applicable
Hong Kong laws and regulations. Ms. Au Yeung will also assist Mr. Fan in organizing Board meetings
and Shareholders’ meetings of the Company as well as other matters of the Company which are
incidental to the duties of a company secretary. Ms. Au Yeung is expected to work closely with Mr. Fan
and will maintain regular contact with Mr. Fan, the Directors and the senior management of the
Company. In addition, Mr. Fan will comply with the annual professional training requirement under
Rule 3.29 of the Listing Rules to enhance his knowledge of the Listing Rules during the three-year
period from the Listing Date. Mr. Fan will also be assisted by the Company’s compliance adviser and
its legal advisors as to the Hong Kong laws on matters in relation to the Company’s ongoing
compliance with the Listing Rules and the applicable laws and regulations.
Since Mr. Fan does not possess the formal qualifications required of a company secretary under
Rule 3.28 of the Listing Rules, the Company has applied to the Stock Exchange for, and the Stock
Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17
of the Listing Rules such that Mr. Fan may be appointed as a joint company secretary of the Company.
The waiver is valid for an initial period of three years from the Listing Date on the conditions that (a)
Mr. Fan must be assisted by Ms. Au Yeung who possesses the qualifications and experience required
under Rule 3.28 of the Listing Rules and is appointed as a joint company secretary throughout the
Waiver Period; and (b) the waiver will be revoked immediately if and when Ms. Au Yeung ceases to
provide such assistance during the three-year period, and this waiver is subject to revocation in the
event of any material breaches of the Listing Rules by the Company. Prior to the end of the three-year
period, the Company will demonstrate and seek the confirmation from the Stock Exchange that Mr. Fan,
having had the benefit of Ms. Au Yeung during the three years, has attained the relevant experience and
is capable of discharging the functions of our company secretary.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which the 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 the Group. The 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 Trial Measures, we are required to complete the filing procedures with the CSRC
in connection with the proposed Listing. The Company has received a notification from the CSRC on
the Company’s completion of such filing on May 15, 2026. No other approvals from the CSRC are
required to be obtained for the Listing.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. The Global Offering comprises the Hong Kong Public Offering of
initially 524,900 Offer Shares and the International Offering of initially 9,972,400 Offer Shares (subject
to, in each case, reallocation on the basis as set out in “Structure of the Global Offering” and, in case
of the International Offering, any exercise of the Offer Size Adjustment Option and the Over-allotment
Option).
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 must not be relied upon as having been authorized by the Company, the Sole Sponsor,
the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of our
or their respective directors, officers, employees, advisors, agents or representatives, or any other
persons or parties involved in the Global Offering.
Neither the delivery of this prospectus nor any offering, sale, delivery subscription or acquisition
made in connection with the Offer Shares should, under any circumstances, constitute a representation
or create any implication that there has been no change or development in our affairs since the date of
this prospectus or that the information in this prospectus is correct as of any date subsequent to the date
of this prospectus.
Details of the structure of the Global Offering, including its conditions, are set out in “Structure
of the Global Offering”, and the procedures for applying for Hong Kong Offer Shares are set out in
“How to Apply for Hong Kong Offer Shares.”
INFORMATION ON THE CONVERSION OF DOMESTIC SHARES INTO H SHARES
The Company has applied for the conversion of 100,000,000 Domestic Shares held by 17
Shareholders into H Shares and see “History, Development and Corporate Structure” and “Share
Capital” in this prospectus for details of their interests in the Company and relevant procedures for the
conversion of Domestic Shares into H Shares. Such H Shares to be converted from Domestic Shares are
restricted from trading for a period of one year after the Listing. The Company has filed with the CSRC
for the conversion of Domestic Shares into H Shares on May 29, 2025 and has received a notification
from the CSRC on the Company’s completion of such filing on May 15, 2026.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be
required to, or be deemed by his/her/its acquisition of the Hong Kong Offer Shares to, confirm that
he/she/it is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in
this prospectus and that he/she/it is not acquiring, and has not been offered, any Offer Shares in
circumstances that contravene any such restrictions.
No action has been taken to permit a public offering of the Offer Shares outside Hong Kong or
the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and 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 where such an offer or invitation is not
authorized or to any person to whom it is unlawful to make such an offer or invitation for subscription.
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. In particular, the Offer Shares have not been offered and sold,
and will not be offered and sold, directly or indirectly, in the PRC.
Potential investors for Offer Shares should consult their financial advisors and take legal advice,
as appropriate, to inform themselves of, and to observe, all applicable laws and regulations of any
relevant jurisdiction. Potential investors for the Offer Shares should inform themselves as to the
relevant legal requirements of applying for the Offer Shares and any applicable exchange control
regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.
UNDERWRITING
The Listing is sponsored by the Sole Sponsor 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 and conditions of the Hong Kong
Underwriting Agreement. The International Offering is expected to be fully underwritten by the
International Underwriters and subject to the terms and conditions of the International Underwriting
Agreement. For further details on the Underwriters and the underwriting arrangements, see
“Underwriting.”
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
The Company has applied to the Stock Exchange for the granting of the listing of, and permission
to deal in, the H Shares to be issued by us pursuant to the Global Offering (including any H Shares
which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the
Over-allotment Option) and the H Shares to be converted from the Domestic Shares.
Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday, June
24, 2026. No part of our Shares is listed or dealt in on any other stock exchange, and no such listing or
permission to list is being or proposed to be sought on any other stock exchange as of the date of this
prospectus.
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 pursuant to this prospectus has been 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 the Company by or on behalf
of the Stock Exchange.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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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 on any other
date as determined by HKSCC. 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. All necessary arrangements have been made enabling the H Shares to be
admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional
advisors for details of the settlement arrangements as such arrangements may affect their rights and
interests.
H SHARE REGISTER AND STAMP DUTY
All H Shares issued pursuant to applications made in the Global Offering and converted from
Domestic Shares will be registered on our H Share register of members to be maintained in Hong Kong
by our H Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register
of members will be maintained by us at our head office in the PRC.
Dealings in the H Shares registered in our H Share register will be subject to Hong Kong stamp
duty.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by the Company, dividends payable in Hong Kong dollars in respect
of our H Shares will be paid to the Shareholders as recorded on our H Share register of members in
Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered address of each
Shareholder. Cash dividends to domestic investors of H-share “full circulation” shall be distributed
through CSDC. An H-share listed company shall transfer RMB cash dividends to the designated bank
account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash dividends by
distributing the cash dividends to investors through domestic securities companies.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed our H Share Registrar, and it has agreed not to register the subscription,
purchase or transfer of any H Shares in the name of any particular holder unless and until the holder
delivers a signed form to our H Share Registrar in respect of those H Shares bearing statements to the
effect that the holder:
 agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe
and comply with the PRC Company Law and our Articles of Association;
 agrees with us and each of our Shareholders that the H Shares are freely transferable by the
holders thereof; and
 authorizes us to enter into a contract on his or her behalf with each of the Directors,
managers and officers whereby such Directors, managers and officers undertake to observe
and comply with their obligations to our Shareholders as stipulated in our Articles of
Association.
Persons applying for or purchasing H Shares under the Global Offering are deemed, by their
making an application or purchase, to have represented that they are not close associates of any of the
Directors, or an existing Shareholder or a nominee of any of the foregoing.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of any rights
in relation to the H Shares. None of the Company, the Sole Sponsor, the Sponsor-Overall Coordinator,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries, the Underwriters, any of our or their respective directors,
officers, employees, advisors, agents or representatives, or any other persons or parties involved in the
Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from
the subscription, purchase, holding, disposal of, dealing in, or the exercise of any rights in relation to,
the H Shares.
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 the
English prospectus that are not in the English language and are English translations, the names in their
respective original languages shall prevail. For ease of reference, the names of the Chinese laws and
regulations, government authorities, institutions, natural persons or other entities (including certain of
our subsidiaries) have been included in this prospectus in both the Chinese and English languages.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data, included in
this prospectus may have been subject to rounding adjustments. Accordingly, figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures preceding them.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.
Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of Renminbi into
U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this prospectus was made at
the following rates:
RMB0.8705 to HK$1.00
RMB6.8198 to US$1.00
HK$7.8345 to US$1.00
The RMB to HK$ and US$ to RMB exchange rates are quoted by the PBOC for foreign exchange
transactions prevailing on the Latest Practicable Date. No representation is made that any amounts in
RMB or Hong Kong dollars can be or could have been at the relevant dates converted at the above rate
or any other rates or at all.
OTHER
Unless otherwise specified, all references to any shareholdings in the Company following the
completion of the Global Offering assume that the Offer Size Adjustment Option and the
Over-allotment Option are not exercised.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Zhao Yue ( Ⴛ൳) Room 701, 7/F, Unit 17, Huizhi-Yunjing,
Pudong New Area, Shanghai, PRC
Chinese
Ding Xia ( ɕᒳ) Room 701, 7/F, Unit 17, Huizhi-Yunjing,
Pudong New Area, Shanghai, PRC
Chinese
Ye Yangsheng ( ໢เ୍) Room 702, Building 18, Zhangshengyuan, Lane
738, Shengxia Road, Pudong New Area,
Shanghai, PRC
Chinese
Wang Qun ( ˮ໊) Room 901, Unit 2, Building 3, Shoukai Longhu
Yunzhu Phase III, No. 811, Yuyan Road,
Shuangliu District, Chengdu, Sichuan Province,
PRC
Chinese
Independent Non-executive Directors
Cheng Lin (؍Room 1001, Building 11, No. 777, Biyun Road,
Pudong New Area, Shanghai, PRC
Canadian
Liu Yong (ۇNo. 506, Unit 3, Building 1, Qiushi New
Village, Xihu District, Hangzhou, Zhejiang
Province, PRC
Chinese
Chen Fei (࠭Room F, 15/F, Block 10, Park Avenue Tower, 18
Hoi Ting Road, Kowloon, Hong Kong
Chinese (Hong
Kong)
For more information on the Directors, see “Directors and Senior Management.”
PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor and Sponsor-Overall
Coordinator
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Overall Coordinators China International Capital Corporation Hong
Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Global Coordinator, Bookrunner,
Lead Manager and Capital Market
Intermediaries
China International Capital Corporation Hong
Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Soochow Securities International Brokerage
Limited
Level 17, Three Pacific Place,
1 Queen’s Road East,
Hong Kong
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
China International Capital Corporation Hong
Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Soochow Securities International Brokerage
Limited
Level 17, Three Pacific Place,
1 Queen’s Road East,
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower,
1 Garden 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
Zheshang International Financial Holdings Co.,
Limited
Room 1703−06, 17th floor Infinitus Plaza
199 Des V oeux Road Central
Sheung Wan
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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ABCI Capital Limited
(in the capacity as a Joint Bookrunner only)
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
ABCI Securities Company Limited
(in the capacity as a Joint Lead Manager only)
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
Legal Advisors to the Company As to Hong Kong and United States law:
Cooley HK
35/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC law:
AllBright Law Offices
11, 12/F, Shanghai Tower
No. 501, Yincheng Middle Road
Pudong New Area
Shanghai
PRC
As to International Sanctions law:
Hogan Lovells
11th Floor, One Pacific Place
88 Queensway
Hong Kong
Legal Advisors to the Sole Sponsor and
the Underwriters
As to Hong Kong and United States law:
DLA Piper Hong Kong
25/F, Three Exchange Square
8 Connaught Place
Central
Hong Kong
As to PRC law:
Fangda Partners
24/F, HKRI Centre Two
HKRI Taikoo Hui
288 Shi Men Yi Road
Shanghai
PRC
Reporting Accountants and Independent
Auditor
Certified Public Accountants
Registered Public Interest Entity Auditor
Ernst & Y oung
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Industry Consultant China Insights Industry Consultancy Limited
10F, Block B, Jing’an International Center
88 Puji Road
Jing’an District
Shanghai
PRC
Compliance Adviser Gram Capital Limited
Room 1209, 12/F, Nan Fung Tower
88 Connaught Road Central/
173 Des V oeux Road Central
Central
Hong Kong
Receiving Banks CMB Wing Lung Bank Limited
14/F, CMB Wing Lung Bank Building
45 Des V oeux Road
Central
Hong Kong
Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office No. 11, Lane 2777, Jinxiu East Road
Pilot Free Trade Zone
Shanghai
PRC
Headquarters and Principal Place of
Business in the PRC
Building 3, 799 Dan Gui Road
Pudong New Area
Shanghai
PRC
Principal Place of Business in
Hong Kong
40/F, Dah Sing Financial Centre,
248 Queen’s Road East, Wanchai, Hong Kong
Company’s Website www.seer-robotics.ai
(The information contained on this website does not
form part of this prospectus)
Joint Company Secretaries Fan Siqi (ᄁ)
No. 11, Lane 2777, Jinxiu East Road
Pilot Free Trade Zone
Shanghai
PRC
Au Y eung Lai Y ee ( ᆄජᘆᄃ )
An associate member of both The Hong Kong
Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Ding Xia ( ɕᒳ)
No. 11, Lane 2777, Jinxiu East Road
Pilot Free Trade Zone
Shanghai
PRC
Au Y eung Lai Y ee ( ᆄජᘆᄃ )
40/F, Dah Sing Financial Centre
248 Queen’s Road East
Wanchai
Hong Kong
Audit Committee Cheng Lin (؍)Chairman)
Liu Yong (ۇ)
Chen Fei (࠭)
Nomination Committee Zhao Yue ( Ⴛ൳) (Chairman)
Ding Xia ( ɕᒳ)
Cheng Lin (؍)
Liu Yong (ۇ)
Chen Fei (࠭)
Remuneration Committee Liu Yong (ۇ)Chairman)
Zhao Yue ( Ⴛ൳)
Cheng Lin (؍)
CORPORATE INFORMATION
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H Share Registrar Computershare Hong Kong Investor Services
Limited
Shops 1712−1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wan Chai, Hong Kong
Principal Bank China Merchants Bank Corporation Shanghai
Pilot Free Trade Zone Branch
No. 56, Bohang Road
Pudong New Area
Shanghai
PRC
CORPORATE INFORMATION
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OVERVIEW
The Group’s history can be traced back to the establishment of Company’s predecessor, Shanghai
Seer Intelligent Technology Limited Corporation (ʮ̡ )( “ Shanghai Seer Ltd. ”)
in April 2020 under the PRC Company Law. On March 24, 2025, the Company was converted from a
limited liability company into a joint stock limited company with its corporate name changed to
Shanghai Seer Intelligent Technology Co., Ltd. (ʮ̡ ). As of the Latest
Practicable Date, the registered capital of the Company was RMB100,000,000, divided into
100,000,000 Shares, with a nominal value of RMB1.00 each.
MILESTONES
The following sets out a summary of our key development milestones:
Y ear Milestone(s)
2020 The predecessor of the Company, Shanghai Seer Ltd., was established
Launched lifting robot, robot controller SRC-2000 and intelligent forklifts
2021 Officially launched our overseas operations at scale
Full range of software hit the market, completing the software product matrix layout
2022 Drove commercialization of 3D SLAM technology
2023 Launched the SRC-3000FS (Forklift Edition) and SRC-2000-F(S) robot controllers, and
the SRC-880 robot controller; introduced new carton transfer and cleaning robots;
launched the 3D robot visualization software Meta-Map Pro, setting a benchmark in
robot visualization
2024 Introduced the all-in-one M4 smart scheduling and management system, which greatly
enhances the convenience of robot operation
Launched the Nebula system, an innovative robot configuration model that
significantly lowers the barrier to robot adoption
Released the controller integrating embodied AI, SRC–5000, marking the industry’s
first achievement of whole-body-control
2025 We ranked first globally in terms of robotic controller sales volume for three
consecutive years, according to CIC
First applied VLA and end-to-end navigation models to both intelligent forklifts and
wheeled humanoid robots
Introduced a new line of embodied intelligent robots based on the SRC-5000
controllers; introduced the SRC-1000 series robot controllers to cover more robot types
such as legged robots
Accredited as a National-Level Specialized and New Key “Little Giant” Enterprise ( ਷
ᓃʃ̶ɛΆุ)
OUR MAJOR SUBSIDIARY
Shanghai Seer Soft Information Technology Co., Ltd. (ʮ̡ )( “ Shanghai
Seer Soft ”) is our major subsidiary. Incorporated in Shanghai, PRC on April 28, 2018, Shanghai Seer
Soft is a wholly-owned subsidiary of the Company, with a registered capital of RMB1,000,000.
Shanghai Seer Soft primarily engages in the development and sales of robots and software for robot
controllers. For details of other subsidiaries, see Note 1 of the Accountants’ Report set out in Appendix
I to this prospectus.
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ESTABLISHMENT AND CORPORATE DEVELOPMENT
Establishment and Early-stage Developments
On April 22, 2020, the predecessor of the Company, Shanghai Seer Ltd. was established under
the laws of the PRC with a registered capital of RMB1,000,000 by Shanghai Xianban Enterprise
Management Partnership (Limited Partnership) ( ɪऎ̀फΆุ၍ଣΥྫΆุ (Υྫ ))
(“Shanghai Xianban ”) (an entity controlled by Mr. Zhao), Mr. Zhao, Mr. Dai Xiaohe ( ᏖጽО ), Mr.
Ye Yangsheng ( ໢เ୍ ) and Mr. Wang Qun ( ˮ໊), holding approximately 56.20%, 25.03%, 6.26%,
6.26% and 6.26% of the Company’s then registered capital, respectively. On July 13, 2020, the
Company’s registered capital was increased from RMB1,000,000 to RMB2,000,000 and the
increased amount was subscribed by our founding Shareholders proportionally at nominal value.
Our co-founders possessed substantial prior industry experience and technical expertise in
robotics, and had identified clear development directions and key R&D priorities prior to the
Company’s establishment, enabling the Group to commence product development immediately upon
incorporation.
The Group has also benefited from favorable industry developments since 2020, including
increasing demand for automation and supportive government policies, such as the “14th Five-Year
Plan” for Robot Industry Development encouraging the applications of the robots in manufacturing
sectors, which has accelerated the adoption of our products and supported our growth and market
positioning.
Series A Financing
The Company underwent series A financing through capital increases and equity transfers (the
“Series A Financing ”).
Pursuant to the capital contribution agreement (“ Series A Financing Agreement ”) dated
September 16, 2020, entered into among the Company, the Series A Financing investors set forth below
and our then Shareholders, the Series A Financing investors agreed to subscribe the increased registered
capital of the Company and acquire certain registered capital of the Company from Shanghai Xianban
(“Shanghai Xianban Transfers ”):
Subscribers/Transferees
Registered capital
subscribed for
Consideration paid
for subscription
Registered capital
acquired from
Shanghai Xianban
Consideration paid
for share transfer (1)
(RMB) (RMB) (RMB) (RMB)
Zhuhai Yinshan Modern Logistics Industry Equity Investment
Fund (Limited Partnership) (ᛆҳ
ږ(Υྫ)) (“ Zhuhai Yinshan ”)
245,734 (2) 28,998,130 203,799 24,049,634
Ningbo Meishan Bonded Port Area Huilidaoqin Investment
Management Center (Limited Partnership) (೼ಥ
ਜිл༸ාҳ༟၍ଣʕː (Υྫ)) (“ Ningbo
Huilidaoqin ”)
166,493 (2) 19,647,273 138,081 16,294,489
Ecovacs (Hainan) Investment Co., Ltd. (Ӝ౶(ی)ࠢ
ʮ̡)( “ Ecovacs Investment Hainan ”) (formerly known as
Ecovacs Robotics (Suzhou) Co., Ltd. (Ӝ౶ዚኜɛ (ᘽ
ψ)ʮ̡))
87,638 (3) 10,341,936 115,739 13,657,940
Pingtan Huiyin Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ))
(“Huiyin Investment ”)
/ / 98,204 11,588,721
Suzhou Hanhai Haoxing Investment Management Co., Ltd. ( ᘽ
ʮ̡ )( “ Suzhou Hanhai ”)
42,371 (4) 5,000,000 / /
(1) The consideration of Shanghai Xianban Transfers was fully settled on November 30, 2020.
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(2) Included Zhuhai Yinshan’s and Ningbo Huilidaoqin’s subscriptions by way of converting their respective loans to the
Company of RMB19,486,729 and RMB13,202,958 to the Company’s increased registered capital of RMB165,133 and
RMB111,883, respectively, at the price based on Company’s valuation in Series A Financing pursuant to a convertible bond
agreement entered among Zhuhai Yinshan, Ningbo Huilidaoqin, the Company and its then shareholders dated April 26,
2020 and the Series A Financing Agreement.
(3) Included Ecovacs Investment Hainan’s subscription by way of converting its loan to the Company of RMB4,852,769 to the
Company’s increased registered capital of RMB41,123, at the price based on Company’s valuation in Series A Financing
pursuant to a convertible bond agreement entered among Ecovacs Investment Hainan, the Company and its then
shareholders dated April 30, 2020 and the Series A Financing Agreement.
(4) Included Suzhou Hanhai’s subscription by way of converting its loan to the Company of RMB1,836,715 to the Company’s
increased registered capital of RMB15,565, at the price based on Company’s valuation in Series A Financing pursuant to a
convertible bond agreement entered among Suzhou Hanhai, the Company and its then shareholders dated April 23, 2020
and the Series A Financing Agreement.
Capitalization of capital reserve in 2020
On November 23, 2020, the registered capital of the Company was increased from RMB2,542,236
to RMB10,000,000 as a result of capitalization of RMB7,457,764 from Company’s capital reserve.
Share Transfers prior to Series A+ Financing
Pursuant to an equity transfer agreement dated November 25, 2020, Mr. Dai Xiaohe transferred all
of his equity interests in the Company to Shanghai Xianban, at a consideration of RMB14,567,200 and
ceased to be a Shareholder. The consideration was determined with reference to the Company’s
valuation in its Series A Financing and was fully settled on December 7, 2020.
In December 2020, Shanghai Xianyi was established as an employee incentive platform of the
Company and Shanghai Xiansan was established as a holding vehicle for the co-founders (i.e. Mr. Zhao,
Mr. Ye Yangsheng and Mr. Wang Qun), with Mr. Zhao being the general partner of each. Pursuant to an
equity transfer agreement dated December 30, 2020, Shanghai Xianban transferred its approximately
18.27% and 9.00% equity interests in the Company to Shanghai Xianyi and Shanghai Xiansan, at a
consideration of RMB5,481,802 and RMB2,700,026, respectively, and ceased to be a Shareholder. The
consideration was determined with reference to Company’s valuation in its Series A Financing, taking
into account the fact that such transfers were conducted for employees incentive purpose and in
recognition of the co-founders’ contributions to the Company, and the consideration was fully settled on
March 31, 2021.
In February 2021, Shanghai Xianliu and Shanghai Xianqi were established as holding vehicles for
Mr. Wang Qun and Mr. Ye Yangsheng, respectively, with Mr. Zhao being the general partner of each.
Pursuant to equity transfer agreements dated March 1, 2021 and supplemental agreements thereto dated
December 1, 2022, Mr. Wang Qun and Mr. Ye Yangsheng transferred all of their respective equity
interests in the Company to Shanghai Xianliu and Shanghai Xianqi for a consideration of
RMB2,386,224.31 each. The consideration was determined with reference to Company’s then net assets.
Shanghai Xianliu and Shanghai Xianqi Restructuring was undertaken for the wealth planning purposes
of Mr. Wang Qun and Mr. Ye Yangsheng.
Series A+ Financing
Pursuant to the investment agreement dated March 31, 2021, entered into among the Company,
Tianjin Dehui Investment Management Partnership (Limited Partnership) (ᅃሾҳ༟၍ଣΥྫΆ
ุ(Υྫ)) (“ Tianjin Dehui ”) and our then Shareholders, Tianjin Dehui agreed to acquire
RMB105,263 of the Company’s registered capital held by Shanghai Xianliu for a consideration of
RMB4,000,000 (“ Shanghai Xianliu Transfer ”), and to subscribe for RMB526,316 of increased
registered capital of the Company for a consideration of RMB32,000,000 (the “ Series A+ Financing ”).
The consideration of Shanghai Xianliu Transfer was fully settled on April 7, 2021.
Series B Financing
The Company underwent series B financing through capital increases and equity transfers (the
“Series B Financing ”).
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Subscription of increased registered capital in Series B Financing
Pursuant to the capital contribution agreement dated December 22, 2021, entered into among the
Company, the Series B Financing investors set forth below and our then Shareholders, the following
Series B Financing investors agreed to subscribe the increased registered capital of the Company:
Subscribers
Registered capital
subscribed for Consideration
(RMB) (RMB)
Nanjing SAIF Equity Investment Fund (L.P.) (ږ( Υ
ྫ)) (“ Nanjing SAIF ”) 212,985 44,000,000
Jiaxing Tengyuan Investment Partnership (Limited Partnership) ( ྗጳᙜʩҳ༟Υ
ྫΆุ(Υྫ)) (“ Jiaxing Tengyuan ”) 29,043 6,000,000
Hangzhou Fuyang SAIF Yi’an Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ SAIF
Yi’an”) 96,811 20,000,000
Nanjing SAIF Yulin Equity Investment Partnership Enterprise (Limited
Partnership) (ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ SAIF Yulin ”) 48,406 10,000,000
Hangzhou Xiaoshan Haolan Equity Investment Fund Partnership Enterprise
(Limited Partnership) (ΥྫΆุ (Υྫ))
(“Hangzhou Haolan ”) 145,217 30,000,000
Tianjin Dehui 32,270 6,666,667
Equity Transfers in Series B Financing
Pursuant to the equity transfer agreement dated March 8, 2023, entered into among SAIF Yi’an,
the Company, our co-founders and their holding vehicles, our employee incentive platforms, and
relevant transferors set forth below, SAIF Yi’an agreed to acquire registered capital of the Company,
and the consideration was fully settled on April 12, 2023:
Transferors Transferee
Registered capital
acquired Consideration Basis of consideration
(RMB) (RMB)
Mr. Zhao SAIF Yi’an 43,275 8,940,000 Determined based on arm’s length
negotiations among the relevant parties
with reference to Company’s valuation
in its Series B Financing
Shanghai Xianliu SAIF Yi’an 11,617 2,400,000
Shanghai Xianqi SAIF Yi’an 10,456 2,160,000
Capital Increase in June 2022
In October 2021, Shanghai Xianwu was established as an employee incentive platform of the
Company. For employees incentive purpose and in recognition of the co-founders’ contributions to the
Company, on June 23, 2022, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu,
Shanghai Xianqi and Mr. Zhao subscribed for RMB91,363, RMB45,000, RMB247,542, RMB19,349,
RMB24,612 and RMB98,450 of the increased registered capital of the Company, respectively, all at
nominal value (“ Capital Increase in June 2022 ”).
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Yuanqiao Transfers in January 2024
Pursuant to the equity transfer agreements dated January 29, 2024 entered into between
Hangzhou Yuanqiao Zhixing Venture Capital Partnership Enterprise (Limited Partnership) (ψჃ
዗౽Б௴ุҳ༟ΥྫΆุ (Υྫ )) (“ Hangzhou Yuanqiao ”) and relevant transferors set forth
below, Hangzhou Yuanqiao agreed to acquire registered capital of the Company from Huiyin
Investment and Suzhou Hanhai:
Transferors Transferee
Registered
capital acquired Consideration Basis of consideration
(RMB) (RMB)
Suzhou Hanhai Hangzhou
Yuanqiao
166,667 21,519,554 Determined based on arm’s length negotiations
among the relevant parties taking into account
the timing of the transfers and exit plan of
Suzhou Hanhai and Huiyin Investment
Huiyin Investment Hangzhou
Yuanqiao
386,290 49,876,500
The consideration was fully settled on May 23, 2024 and upon completion of the Yuanqiao
Transfers, Suzhou Hanhai and Huiyin Investment ceased to be Shareholders.
Conversion into a Joint Stock Company
On March 24, 2025, the Company was converted into a joint stock company with its corporate
name changed to Shanghai Seer Intelligent Technology Co., Ltd. (ʮ̡ ).
Upon the completion of the conversion, the registered capital of the Company became RMB11,617,364,
divided into 11,617,364 Shares with a nominal value of RMB1.00 each.
Series C Financing
Pursuant to the capital contribution agreement dated April 20, 2025 entered into among the
Company, our then Shareholders and the series C financing investors set forth below, the following
series C financing investors agreed to subscribe for newly issued Shares (the “ Series C Financing ”):
Subscribers
Number of Shares
subscribed for Consideration
(RMB)
Wuxi Liangxi Science and Technology City Hongtai Xinzhi Investment
Partnership Enterprise (Limited Partnership)
(इอ౽ҳ༟ΥྫΆุ (Υྫ)) (“ Hongtai
Investment ”) 189,745 50,000,000
Nanjing SAIF 75,898 20,000,000
Capital Increase in May 2025
On May 6, 2025, Shanghai Xiansan, Shanghai Xianwu, Mr. Zhao, Shanghai Xianqi and Shanghai
Xianliu subscribed for RMB42,815, RMB350,977, RMB91,700, RMB22,943 and RMB17,881 of the
increased registered capital of the Company, respectively, all at nominal value (“ Capital Increase in
May 2025 ”) for employees incentive purpose and in recognition of the co-founders’ contributions to the
Company.
Capitalization of capital reserve in 2025
On May 6, 2025, the registered capital of the Company was increased to RMB100,000,000 as a
results of capitalization of RMB87,590,677 from the Company’s capital reserve.
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Tax Payment for Historical Equity Transfers
In 2021 and 2023, our Company underwent equity changes in its share capital (“ Historical
Equity Transfers ”). During the Historical Equity Transfers, our Company’s staff in charge of tax
filings who assisted Mr. Zhao, Mr. Ye Yangsheng and Mr. Wang Qun (the “ Relevant Directors ”) in
their tax affairs miscalculated the personal income taxes required to be paid by the Relevant Directors
due to their unfamiliarity with PRC tax regulations. As a result, the Relevant Directors underpaid a
portion of their individual income taxes. In preparation for the proposed Listing, the Relevant Directors
conducted a review of their tax compliance and identified the underpayment of individual income taxes
derived from the Historical Equity Transfers. Despite the fact that no relevant tax authority has issued
notifications to demand payment of the aforementioned outstanding taxes, each of Mr. Zhao, Mr. Ye
Yangsheng and Mr. Wang Qun, on a voluntary basis, paid the outstanding taxes and late payment
surcharges to the relevant tax authority in May 2025, in the aggregate amount of RMB40.36,
RMB685,139.91 and RMB2,006,134.84, respectively.
The Company has adopted and implemented enhanced internal control measures based on the
internal control consultant’s advice, including formulating and implementing the Policy for Tax
Management, stipulating the requirements on tax registration, filing, payments, planning and record
keeping.
The Directors are of the view that the late payments by Mr. Zhao, Mr. Ye Yangsheng and Mr.
Wang Qun in connection with the Historical Equity Transfers (the “ Incident ”) have not negatively
impugned the suitability of the Relevant Directors under Rules 3.08 and 3.09 based on the following
reasons:
(a) The late payments of the relevant taxes in the Incident were inadvertent as a result that the
relevant personnel who assisted the Relevant Directors with their tax affairs miscalculated
their personal income taxes required to be paid in connection with Historical Equity
Transfers;
(b) The Relevant Directors had paid the outstanding taxes and late payment surcharges to the
competent tax authority on May 23, 2025 which is evident by tax payment receipts issued by
the Shanghai Pudong New Area Taxation Bureau of State Taxation Administration (the
“Bureau ”) to the Relevant Directors in connection with the tax payments;
(c) The Company and its PRC Legal Advisor consulted with a staff representative from the
Bureau, a competent authority as confirmed by the Company’s PRC Legal Advisor and the
staff representative is authorized to accept the consultation on behalf of the competent
authority. The staff representative confirmed that no administrative penalties have been or
would be imposed on the Relevant Directors in connection with the Historical Equity
Transfers;
(d) The Company’s PRC Legal Advisor is of the view that, based on the opinion issued by the
tax advisor and taking into account the consultation with the Bureau and given the Relevant
Directors’ voluntary payments of the aforementioned taxes and late payment surcharges, the
risk of the Relevant Directors being subject to administrative penalties by PRC tax
authorities is remote;
(e) After consulting with our internal control consultant, our directors believe that the enhanced
internal control measures are adequate and effective to prevent recurrence of similar
incidents; and
(f) None of the Relevant Directors has any record of violating laws and no tax authority has
concluded that their late tax payments in the Incident constituted violation of PRC tax laws.
Based on the consultation with the Bureau, the view of the Company’s PRC Legal Advisor, and
the Sole Sponsor’s independent due diligence, nothing has come to the Sole Sponsor’s attention that
would cause it to reasonably cast doubt on the Directors’ view as stated above.
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MAJOR ACQUISITIONS, DISPOSALS AND MERGERS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any
acquisitions, disposals and mergers that we consider to be material to us.
PRE-IPO INVESTMENTS
Summary of Pre-IPO Investments
The following table sets forth a summary of the details of the Pre-IPO Investments:
Series A Financing Series A+ Financing Series B Financing Series C Financing
Amount of registered capital or number of Shares subscribed for RMB542,236 RMB526,316 RMB564,732 265,643 Shares
Amount of consideration paid RMB63,987,339 RMB32,000,000 RMB116,666,667 RMB70,000,000
Pre-money valuation of the Company RMB236,012,661 RMB568,000,000 RMB2,283,333,333 RMB3,200,000,000
Post-money valuation of the Company RMB300,000,000 RMB600,000,000 RMB2,400,000,000 RMB3,270,000,000
Date of payment of full consideration November 26, 2020 April 7, 2021 January 18, 2022 April 30, 2025
Cost per Share paid under the Pre-IPO Investment (approximate) RMB118.01 (1) RMB60.80 (1)(2) RMB206.59 (1) RMB263.51
Adjusted cost per Share paid under
the Pre-IPO Investment (3) (approximate)
RMB3.72 (1) RMB7.18 (1) RMB25.64 (1) RMB32.70
Discount to the Offer Price (4) 95.79% 91.88% 71.01% 63.03%
Basis of consideration The consideration for each round of the Pre-IPO Investments were determined based on arm’s length negotiations among the relevant parties taking
into consideration the timing of the investments and the Company’s development stage.
Use of proceeds and whether they have been fully utilized We utilized the proceeds from the Pre-IPO Investments for our principal business, including but not limited to the growth and expansion of our
Company’s business and general working capital purposes. As of the Latest Practicable Date, all net proceeds from the Pre-IPO Investments had
been utilized.
Reasons for fluctuations in valuation in the Pre-IPO Investments The increase in valuation from the Series A Financing to the Series A+ Financing was mainly due to our launch of lifting robot, robot controller
SRC-2000 and intelligent forklifts, which raised our market visibility.
The increase in valuation from the Series A+ Financing to the Series B Financing was mainly due to (i) official launch of our overseas operations on
a significant scale; (ii) our full range of software (including MWMS Smart Logistics Management System, RDS and Meta Series Visualization
Software) hitting the market, completing our software product matrix layout; and (iii) our rapid growth of revenue during the stage of Series B
Financing, indicating our commercialization potential.
The increase in valuation from the Series B Financing to the Series C Financing was mainly due to (i) expansion of our product portfolio, including
but not limited to, launch of SRC-3000FS (Forklift Edition) and SRC-2000-F(S) robot controllers for forklifts, the SRC-880 robot controller for
lifting robots, new carton transfer and cleaning robots and the 3D robot visualization software Meta-Map Pro; and (ii) our rapid growth of revenue
during the stage of Series C Financing, indicating our commercialization potential.
The increase in valuation upon the Listing from the Series C Financing was mainly due to further business expansion we made, alongside achieving
further key business milestones including, among others, (i) release of the controller integrating embodied AI, SRC-5000, which, through its
gradual commercialization, marked the industry’s first achievement of whole-body-control; (ii) first application of advanced end-to-end naviga tion
model and VLA to both intelligent forklifts and wheeled humanoid robots; and (iii) introduction of a new line of embodied intelligent robots
including wheeled humanoid robots based on the SRC-5000 controllers and the SRC-1000 series robot controllers to cover more robot types such
as legged robots, reflecting our efforts to further grow our business and commercialize our services.
Strategic benefits At the time of the Pre-IPO Investments, the Directors were of the view that (i) the Company would benefit from the additional capital provided by
the Pre-IPO Investors and their market influence, knowledge and experience and (ii) the Pre-IPO Investments demonstrated the Pre-IPO Investors’
confidence in our operation and development.
(1) Taking into account of the Company’s conversion into a joint stock limited company on March 24, 2025.
(2) The decrease in the cost per Share in the Series A+ Financing, despite an increase in the Company’s valuation, was due to
the capitalization of capital reserve prior to the Series A+ Financing, which significantly increased the Company’s
registered capital. See “— Establishment and Corporate Development — Capitalization of capital reserve in 2020” for
details.
(3) The adjusted cost per Share is adjusted with reference to the capitalization of capital reserve of the Company in 2020 and
2025 as set out in the section headed “ Establishment and Corporate Development” above.
(4) Calculated based on the Offer Price of HK$101.60, as compared with the adjusted cost per Share.
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Rights of the Pre-IPO Investors
The Pre-IPO Investors were granted certain special rights, including but not limited to redemption
rights, pre-emptive rights, director nomination rights, rights to be consented prior to certain corporate
actions, anti-dilution rights and information right. All special rights granted to our Pre-IPO Investors
have been terminated in compliance with Chapter 4.2 of the Guide. No Pre-IPO investor exercised
redemption rights during the Track Record Period. For details, please refer to note 30 of the
Accountants’ Report.
Except for the redemption rights, anti-dilution rights and liquidation preference granted by the
Company, all the other special rights shall be restored if the Listing does not take place, including but
not limited to any such failure as a result of the withdrawal, rejection, return or lapse of a listing
application.
Article 143 of the Civil Code stipulates that a civil legal act is valid if it is conducted by parties
with the requisite capacity for civil conduct, is based on genuine intent, and does not contravene
mandatory provisions of laws, administrative regulations, or public order and morals. Adhering to the
principle of autonomy of will, the supplemental agreement dated May 19, 2025, pursuant to which all
parties agreed that the redemption rights previously granted by the Company have been irrevocably
terminated and shall be void ab initio , represents a consensual rescission arrangement among all
relevant parties. Such retrospective termination arrangement does not contravene any mandatory
provisions under PRC laws or administrative regulations, and should be legally binding on the parties.
Based on the above, the PRC Legal Advisor is of the view that the redemption rights agreed upon by
the Company and the Pre-IPO Investors have been irrevocably terminated and shall be deemed void ab
initio .
Sole Sponsor’s Confirmation
On the basis that (i) the consideration for the Pre-IPO Investments was irrevocably settled no less
than 120 clear days before the Listing Date, and (ii) all the special rights granted to the Pre-IPO
Investors as set out above have been terminated prior to the date of first filing of the listing application
with the Stock Exchange and no special rights of the Pre-IPO Investors will exist after the Listing, the
Sole Sponsor confirms that the Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide.
The Sole Sponsor has conducted the following due diligence on the accounting treatment of the
redemption rights adopted by the Reporting Accountants:
(i) the Sole Sponsor reviewed the Pre-IPO Investment Agreements and the supplemental
agreement for termination of Pre-IPO Investors’ special rights and noted that all the
redemption rights granted by the Company to the relevant Pre-IPO Investors have been
irrevocably terminated and shall not be restored;
(ii) the Sole Sponsor reviewed Note 30 to the Accountants’ Report to assess the rationale for and
reasonableness of presenting the redemption rights as equity instead of financial liabilities;
(iii) the Sole Sponsor conducted expert due diligence interview with the Reporting Accountants
to evaluate the knowledge, skill and experience of the Reporting Accountants, the adequacy
of the underlying bases for its opinions, and the reasonableness of the assumptions and
qualifications adopted;
(iv) the Sole Sponsor discussed with our Company’s PRC Legal Advisor, which confirmed that
the redemption rights had been terminated irrevocably pursuant to the supplemental
agreement for termination of Pre-IPO Investors’ special rights; and
(v) the Sole Sponsor discussed this matter with its own PRC legal advisor, who concurs with the
view of our Company’s PRC Legal Advisor as stated above.
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Information about our Pre-IPO Investors
The background information of our Pre-IPO Investors (including Sophisticated Independent
Investors (all being Pathfinder SIIs)) is set out below.
Our Pathfinder SIIs and Sophisticated Independent Investors
Zhuhai Yinshan
Zhuhai Yinshan is a limited partnership established in the PRC, primarily engaged in equity
investment, investment management and asset management. It has two general partners, namely GLP
(Zhuhai) Equity Investment Management Co., Ltd. (౶(मऎ)ʮ̡ )( “ GLP
(Zhuhai) ”) and Zhuhai Puyou Investment Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai
Puyou ”). GLP (Zhuhai) is wholly-owned by Unity CMC Holdings Limited (“ Unity CMC ”), which is
indirectly controlled by GLP Pte. Ltd. (“ GLP”), a leading global thematic investor and business builder
focusing on sectors with large addressable markets and strong secular growth drivers, including
logistics, digital infrastructure, and renewable energy. Zhuhai Puyou is wholly-owned by Shanghai
Yinshan Puheng Enterprise Management Co., Ltd. (ʮ̡ )( “ Shanghai
Yinshan ”), which is in turn owned as to 65.00% by Unity CMC and 35.00% by Zhuhai Yinshan
Lingchuang Investment Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai Yinshan
Lingchuang ”), respectively. Zhuhai Yinshan Lingchuang is owned as to 40.00% by Dong Zhonglang
(໨ʕई), who has extensive experience in logistics investment, and 40.00% by Zhuhai Dongfang Zeyu
Business Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai Dongfang Zeyu ”),
respectively. Zhuhai Dongfang Zeyu is wholly-owned by HIGASHI MICHIHIRO (˙ख), an
experienced industry expert with extensive experience in logistics and strategy consulting. Zhuhai
Yinshan has 32 limited partners, with its largest limited partner, Zhuhai Puyin Logistics Industry Equity
Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ))
(“Zhuhai Puyin ”), holding approximately 34.19% of the partnership interests. Zhuhai Puyin is managed
by its general partner Shanghai Yinyuan Enterprise Management Co., Ltd. (ʮ
̡), which is wholly-owned by Shanghai Yinshan and in turn ultimately controlled by GLP as
mentioned above. None of the other 31 limited partners directly holds more than 13.10% of the
partnership interests.
The Company established a relationship with Zhuhai Yinshan through its financing activities, with
Zhuhai Yinshan initiating contact for potential investment opportunities. Zhuhai Yinshan will be a
substantial shareholder of the Company upon the Listing, and therefore a connected person of the
Company under the Listing Rules.
The assets under management (“ AUM”) of GLP was over US$89 billion and US$120 billion as of
June 30, 2020
(1) and December 31, 2024 (2), respectively. As the general managers that manage Zhuhai
Yinshan are ultimately controlled by GLP, whose AUM meets the threshold set out in Chapter 2.5 of the
Guide, and the investment decisions of Zhuhai Yinshan are ultimately controlled and managed by GLP
through the investment committee, where GLP representatives hold all the seats in the investment
committees of Zhuhai Yinshan and the resolutions can be passed by a simple majority of the committee
members, Zhuhai Yinshan qualifies as a Sophisticated Independent Investor. In compliance with Rule
18C.05 of the Listing Rules, Zhuhai Yinshan held approximately 14.25% and 15.22% of the total issued
share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first
listing application) and throughout the pre-application 12-month period, respectively.
Ecovacs Investment Hainan
Ecovacs Investment Hainan is a limited liability company established in the PRC, primarily
engaged in investments, and is wholly owned by Ecovacs Robotics Co., Ltd. (ʮ
̡)( “ Ecovacs ”, a company listed on the Shanghai Stock Exchange (stock code: 603486)). Ecovacs
stands as a leader and pioneer in the service robot and high-end smart appliances industries with a
strong focus on independent research and development towards robot and AI innovation.
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The Company established a relationship with Ecovacs Investment Hainan through its financing
activities, with Ecovacs Investment Hainan initiating contact for potential investment opportunities. To
the best knowledge of the Directors, each of Ecovacs Investment Hainan and its ultimate beneficial
owners is an independent third party and has no relationship with any connected persons of the
Company.
According to CIC, in terms of gross merchandise volume from home service robots sales in the
PRC, Ecovacs ranked first in the first half of 2020 and in 2024, and was a key participant in the
downstream service robot industry of the Company as of June 30, 2020
(1) and December 31, 2024 (2),
respectively, with the top three players collectively accounting for approximately 70.0% market share in
2024 and market size reaching approximately RMB19 billion. In compliance with Rule 18C.05 of the
Listing Rules, Ecovacs Investment Hainan held approximately 6.45% and 6.89% of the total issued
share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first
listing application) and throughout the pre-application 12-month period, respectively.
SAIF SIIs
Nanjing SAIF, SAIF Yi’an, SAIF Yulin and Jiaxing Tengyuan (collectively, “ SAIF SIIs ”) are
limited partnerships established in the PRC, primarily engaged in equity investment and venture capital.
Nanjing SAIF is managed by Nanjing SAIF Equity Investment Management Center (Limited
Partnership) (ᛆҳ༟၍ଣʕː (Υྫ)), which is in turn managed by Tianjin SAIF
Shengyuan Investment Management Center (Limited Partnership) (ᒄబସʩҳ༟၍ଣʕː (Υ
ྫ)) (“ Tianjin SAIF ”), which is mainly engaged in private equity investment management. Nanjing
SAIF has 12 limited partners with none of them holding more than 19.61% of the partnership interests.
SAIF Yi’an is managed by Hangzhou Fuyang SAIF Jiayuan Equity Investment Partnership
Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)), which is in turn
managed by Tianjin SAIF. SAIF Yi’an has two limited partners, being Hangzhou Fuyang Xinmingjian
Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Ϟ
Υྫ)) (“ Hangzhou Fuyang Xinmingjian ”) and Hangzhou Fuyang Bitwang Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ Fuyang
Bitwang ”), holding approximately 69.44% and 27.78% of the partnership interests, respectively.
Hangzhou Fuyang Xinmingjian is managed by its general partner Gongqingcheng Xinmingjian
Investment Co., Ltd. (ʮ̡ ), which is in turn ultimately controlled by Li
Xiaoming (׼Fuyang Bitwang is managed by its general partner, Qingtian Wangte Enterprise
Management Partnership (Limited Partnership) (तΆุ၍ଣΥྫΆุ (Υྫ)), which is in
turn managed by its general partner, Shan Erte ( ఊဧत).
SAIF Yulin is managed by Nanjing SAIF Yulin Equity Investment Management Center (Limited
Partnership) (ᛆҳ༟၍ଣʕː (Υྫ)) (“ Nanjing SAIF Yulin ”), which is in turn
managed by Tianjin SAIF. SAIF Yulin has two limited partners, being Nanjing SAIF Jinfu Equity
Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ))
(“Nanjing SAIF Jinfu ”) and Nanjing Qilin Entrepreneurship Investment Co., Ltd. (ԯᘅ᜝௴ุҳ༟
ʮ̡)( “ Nanjing Qilin Entrepreneurship ”), holding 65.00% and 30.00% of the partnership
interests, respectively. Nanjing SAIF Jinfu is managed by its general partner Nanjing SAIF Yulin, which
is in turn managed by Tianjin SAIF. Nanjing Qilin Entrepreneurship is ultimately controlled by Nanjing
Municipal People’s Government State-owned Assets Supervision and Administration Commission (ԯ
ึ ).
Jiaxing Tengyuan is managed by Tianjin SAIF and has one limited partner, being Andrew Y . Yan
(ᎅ⇴), holding approximately 98.94% of the partnership interests. Tianjin SAIF is managed by Tianjin
Xima Laya Investment Co., Ltd. (ʮ̡ ), which is in turn owned as to
50.00% and 50.00% by Zhao Jun ( Ⴛඓ) and Li Jia ( ҽԳ), respectively.
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The Company established a relationship with SAIF SIIs through its financing activities, with SAIF
SIIs initiating contact for potential investment opportunities. To the best knowledge of the Directors,
each of SAIF SIIs and their ultimate beneficial owners is an independent third party and has no
relationship with any connected persons of the Company.
The AUM of Tianjin SAIF was over RMB17.79 billion and RMB18.55 billion as of June 30,
2021
(1) and December 31, 2024 (2), respectively. Each of the SAIF SIIs is ultimately managed by Tianjin
SAIF, which directs the investment decisions of such funds through their respective investment
committees or as the executive partner. To be specific, (i) Tianjin SAIF representatives hold all the
seats in the investment committees of Nanjing SAIF and SAIF Yi’an; (ii) Yulin SAIF’s investment
decisions shall be approved by three or more (out of five) of the investment committee members in
accordance with its partnership agreement, where Tianjin SAIF representatives hold three seats and the
resolutions can be passed by a simple majority of the committee members; and (iii) Jiaxing Tengyuan’s
investment decisions are entirely directed by Tianjin SAIF as its executive partner. As a result, the
different shareholding entities are purely different funds managed by the same fund manager and should
be aggregated as one Pathfinder SII pursuant to Chapter 2.5 of the Guide. In compliance with Rule
18C.05 of the Listing Rules, the SAIF SIIs held approximately 4.26% and 3.90% of the total issued
share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first
listing application) and throughout the pre-application 12-month period, respectively.
(1) Being a date not more than six months prior to the date of signing of the first definitive agreement for their investment in
the Company.
(2) Being a date not more than six months prior to the first listing application of the Company.
Our other Pre-IPO Investors
Ningbo Huilidaoqin
Ningbo Huilidaoqin is a limited partnership established in the PRC, primarily engaged in
investment management and consulting, and is managed by its general partners Ningbo Meishan
Bonded Port Area Minheng Qizhi Investment Management Center (Limited Partnership) (೼
ಥਜ͏㛬䥊౽ҳ༟၍ଣʕː (Υྫ)) (“ Ningbo Minheng Qizhi ”) and Ningbo Meishan Bonded Port
Hengmin Information Consulting Co., Ltd. (ʮ̡ )( “ Ningbo
Hengmin ”). Ningbo Minheng Qizhi is managed by Xizang Dazi Zhiyuan Huicai Investment
Management Co., Ltd. (ʮ̡ )( “ Xizang Zhiyuan Huicai ”). Xizang
Zhiyuan Huicai is owned as to 51.00% and 49.00% by Wu Haiyan ( юऎዲ) and Wang Daoping ( ˮ༸
̻), respectively. Ningbo Hengmin is owned as to 90.00% by Li Lianzhu ( ҽᑌम). Ningbo Huilidaoqin
has 48 limited partners, with its largest limited partner, Ningbo Meishan Bonded Port Area Ruizhao
Mingyuan Investment Management Center (Limited Partnership) (Ⴣҳ༟၍ଣ
ʕː(Υྫ)) (“ Ningbo Ruizhao Mingyuan ”), holding approximately 89.65% of the partnership
interests. Ningbo Ruizhao Mingyuan is managed by its general partner Ningbo Minheng Qizhi.
To the best knowledge of the Directors, each of Ningbo Huilidaoqin and its ultimate beneficial
owners is an independent third party and has no relationship with any connected persons of the
Company.
Tianjin Dehui
Tianjin Dehui is a limited partnership established under the laws of the PRC, primarily engaged in
investment management, with Shenzhen Yueqi Enterprise Management Partnership (Limited
Partnership) ( ଉέ൳փΆุ၍ଣΥྫΆุ (Υྫ)) (“ Shenzhen Yueqi ”) being its general partner.
The general partner of Shenzhen Yueqi is Xizang Yueqi Enterprise Management Co., Ltd. ( Гᔛ൳փΆ
ʮ̡ )( “ Xizang Yueqi ”). The ultimate beneficial owners of Xizang Yueqi are Niu Kuiguang
(Έ), Li Jianguang (Έ) and Wang Jingbo (تTianjin Dehui has two limited partners,
being Suzhou Hexie Chaoyue Phase II Investment Center (Limited Partnership) ( ᘽψձፓ൴൳ɚಂҳ
༟ʕː(Υྫ)) (“ Suzhou Hexie Chaoyue Phase II Center ”) and Shenzhen Hexie Chaoyue Phase
II Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆ
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ุ(Υྫ)) (“ Shenzhen Hexie Chaoyue Phase II Fund ”), holding approximately 60.39% and
39.61% of the partnership interests, respectively. Both of Suzhou Hexie Chaoyue Phase II Center and
Shenzhen Hexie Chaoyue Phase II Fund are managed by their respective general partner Shenzhen
Yueqi.
To the best knowledge of the Directors, each of Tianjin Dehui and its ultimate beneficial owners
is an independent third party and has no relationship with any connected persons of the Company or
other Pre-IPO Investors.
Hangzhou Yuanqiao
Hangzhou Yuanqiao is a limited partnership established in the PRC, primarily engaged in venture
capital, and is managed by Hangzhou Yuanqiao Zhengming Private Fund Management Co., Ltd. (ψ
ʮ̡ )( “ Hangzhou Yuanqiao Zhengming ”). Hangzhou Yuanqiao
Zhengming is respectively owned as to approximately 51.00% and 36.38% by Zhou Xiaole ( մወᆀ)
and Yuanqiao Investment (Suzhou) Co., Ltd. ( Ⴣ዗ҳ༟(ᘽψ)ʮ̡), which is ultimately controlled
by Zhou Xiaole. Hangzhou Yuanqiao has six limited partners, with its largest limited partner, Jiaxing
Zhiyu Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ))
(“Jiaxing Zhiyu ”), holding approximately 55.25% of the partnership interests. Jiaxing Zhiyu is
managed by its general partner Hangzhou Yuanqiao Zhengming. None of the other five limited partners
holds more than 21.75% of the partnership interests.
To the best knowledge of the Directors, each of Hangzhou Yuanqiao and its ultimate beneficial
owners is an independent third party and has no relationship with any connected persons of the
Company or other Pre-IPO Investors.
Hangzhou Haolan
Hangzhou Haolan is a limited partnership established in the PRC, primarily engaged in equity
investment, and is managed by Shanghai Senrui Investment Management Co., Ltd. ( ɪऎಌቚҳ༟၍ଣ
ʮ̡)( “ Shanghai Senrui ”). Shanghai Senrui is owned as to 40.00% by Shanghai Shiyu Enterprise
Management Partnership (Limited Partnership) (๬Άุ၍ଣΥྫΆุ (Υྫ)) and as to
60.00% by two other shareholders each holding not more than 30.00% of the equity interests. Shanghai
Shiyu Enterprise Management Partnership (Limited Partnership) is managed by Chen Yu ( ௓ᝨ).
Hangzhou Haolan has nine limited partners, with its largest limited partner, Zhuji Haoyue Equity
Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ))
(“Zhuji Haoyue ”), holding approximately 35.20% of the partnership interests. Zhuji Haoyue is
managed by its general partner Shanghai Senrui. None of the other eight limited partners holds more
than 16.81% of the partnership interests.
To the best knowledge of the Directors, each of Hangzhou Haolan and its ultimate beneficial
owners is an independent third party and has no relationship with any connected persons of the
Company or other Pre-IPO Investors.
Hongtai Investment
Hongtai Investment is a limited partnership established in the PRC, primarily engaged in venture
capital, and is managed by Wuxi Xingxin Co Creation Investment Co., Ltd. (ࠢ
ʮ̡), which is in turn wholly-owned by Qingdao Xinchen Science and Technology Innovation Industry
Co., Ltd. (ʮ̡ ). Qingdao Xinchen Science and Technology Innovation Industry
Co., Ltd. is directly owned as to 60.00% by Sheng Xitai ( ସҎइ) and as to 40.00% by four other
shareholders each holding not more than 20.00% of the equity interests. Hongtai Investment has two
limited partners, being Wuxi Keyi Investment Development Group Co., Ltd. (ණྠ
ʮ̡)( “ Wuxi Keyi Investment ”), and Wuxi Liangxi Science and Technology City Innovation
Investment Co., Ltd. (ʮ̡ )( “ Wuxi Liangxi Technology ”), each
holding approximately 49.92% of the partnership interests. Wuxi Keyi Investment is ultimately
controlled by Wuxi Liangxi District People’s Government State-owned Assets Supervision and
Administration Office (܃“() Wuxi Liangxi SASAO ”).
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Wuxi Liangxi Technology is ultimately owned as to approximately 38.54% by Wuxi Liangxi SASAO
and as to approximately 28.90% by Wuxi Municipal People’s Government State-owned Assets
Supervision and Administration Commission (ึ ), respectively.
To the best knowledge of the Directors, each of Hongtai Investment and its ultimate beneficial
owners is an independent third party and has no relationship with any connected persons of the
Company or other Pre-IPO Investors.
Meaningful Investment from Sophisticated Independent Investors
We have received meaningful investments from three Sophisticated Independent Investors (all
being Pathfinder SIIs), each having invested in the Group for at least 12 months prior to the first
submission of our listing application to the Stock Exchange. In accordance with Chapter 2.5 of the
Guide, each of the Pathfinder SIIs held more than 3%, and in aggregate more than 10%, of the issued
share capital of the Company as of the date of our listing application and throughout the pre-application
12-months period.
As of the Latest Practicable Date, our Sophisticated Independent Investors held, in aggregate,
approximately 24.95% in the total issued share capital of the Company. Upon the Listing, such
Sophisticated Independent Investors will hold, in aggregate, no less than 20% in the total issued share
capital of the Company.
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.
The following Shares will also be subject to disposal restrictions pursuant to Rules 18C.13 and
18C.14 of the Listing Rules at the time of the Listing:
Name Capacity
Aggregate number of
Shares held
immediately following
the completion of the
Global Offering (1)
Aggregate shareholding
in the total issued share
capital of our Company
following the
completion of the
Global Offering (1)
Lock-up period for a
Commercial Company
Key persons (2) and their close associates/Controlling Shareholders Group
Mr. Zhao Founder, chairman of the Board, executive
Director and chief executive officer of the
Company
17,050,617 15.43% Commencing on the date of
this prospectus and ending
on expiry of 12 months
from the Listing Date
Shanghai Xianyi Employee Incentive Platform managed by Mr.
Zhao where the Company’s senior management
and core R&D team members hold limited
partnership interest
15,461,117 13.99%
Shanghai Xiansan Holding vehicle controlled and managed by Mr.
Zhao where Mr. Ye Yangsheng and Mr. Wang
Qun hold limited partnership interest
7,960,265 7.20%
Shanghai
Xianwu
(3)
Employee Incentive Platform managed by Mr.
Zhao where the Company’s senior management
and core R&D team members hold limited
partnership interest
4,823,140 4.36%
Shanghai Xianliu Holding vehicle controlled and managed by Mr.
Zhao where Mr. Wang Qun hold limited
partnership interest
3,324,871 3.01%
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Name Capacity
Aggregate number of
Shares held
immediately following
the completion of the
Global Offering (1)
Aggregate shareholding
in the total issued share
capital of our Company
following the
completion of the
Global Offering (1)
Lock-up period for a
Commercial Company
Shanghai Xianqi Holding vehicle controlled and managed by Mr.
Zhao where Mr. Ye Yangsheng hold limited
partnership interest
4,265,688 3.86%
Pathfinder SIIs
Zhuhai Yinshan Pathfinder SII 14,249,432 12.90% Commencing on the date of
this prospectus and ending
on expiry of six months
from the Listing Date
Ecovacs
Investment
Hainan
Pathfinder SII 6,446,709 5.83%
SAIF SIIs Pathfinder SII 4,258,822 3.85%
(1) Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
(2) The Company determined the key personnel, namely Mr. Zhao, Mr. Wang Qun, Mr. Ye Yangsheng, Dr. Huang Qiangsheng
and Dr. Zhang Tengyu, based on their roles and expertise in leading the development of our core technologies in relation to
the Specialist Technology Products and their seniority within the R&D department of the Company. These key personnel
play critical roles in driving the Company’s product innovation and overall business development. See “Business —
Research and Development — R&D Team and Core Members” for further details of their biographies. The key personnel
directly or indirectly hold the Shares through Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu,
Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, and all the respective ultimate beneficial interests in
these platforms held by the key personnel shall be subject to disposal restrictions pursuant to Rules 18C.14 of the Listing
Rules at the time of the Listing.
(3) Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2 are two limited partners of Shanghai Xianwu, and Mr. Zhao acted as the
general partner of each of them.
PREVIOUS ENTREPRENEURIAL ENDEA VOR BY OUR CO-FOUNDERS
Establishment and Deregistration of Shanghai Seer Robotics
Before the Company’s establishment in April 2020, our co-founders (i.e. Mr. Zhao, Mr. Ye
Yangsheng and Mr. Wang Qun), together with other two business partners, started up business in the
robot industry by founding Shanghai Seer Robotics Co., Ltd. (ʮ̡ )
(“Shanghai Seer Robotics ”) in 2015 as first entrepreneurial endeavor. Shanghai Seer Robotics focused
on robot and robot controller R&D and only recorded sales on no significant scale.
During the development of Shanghai Seer Robotics, differences and disagreements gradually
developed among founders over the corporate management and development philosophy, which is not
uncommon for startup teams. Such differences and disagreements affected the pace of Shanghai Seer
Robotics’ business development and reduced the efficiency of its internal operations and management.
In addition, it also led to difficulties for Shanghai Seer Robotics to secure financing, which became
even more pressing given Shanghai Seer Robotics’ precarious financial condition. As a result, the
shareholders of Shanghai Seer Robotics resolved to liquidate and deregister the company at a
shareholders’ meeting held in March 2020. Subsequently, our co-founders decided to embark on a new
business venture by launching the Company in April 2020.
During the deregistration process of Shanghai Seer Robotics, to maximize shareholders value,
Shanghai Seer Robotics transferred all its intangible assets (primarily being intellectual properties,
including 46 trademarks, 24 patents, 11 copyrights and one domain name, some of which were pending
registration) and fixed assets (primarily being office equipment such as computers) and a portion of
inventories (primarily being spare parts) to its subsidiary, Shanghai Seer Soft, for cash consideration of
approximately RMB6.6 million. The cash was later distributed to the then shareholders of Shanghai
Seer Robotics. The consideration for such transfer was determined with reference to a valuation report
prepared by an independent valuer for the purpose of deregistration.
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Shanghai Seer Soft was later acquired and became a subsidiary of the Company. However, the
material granted patents for our core technologies in relation to our Specialist Technology Products
were independently developed by the Company, none of which were derived from Shanghai Seer Soft’s
existing intellectual properties. Our co-founders all come from professional backgrounds relevant to the
Company’s practice. See “Directors and Senior Management.” Leveraging the accumulated experience,
expertise and know-how in the robotics industry, the development of the Company as a new venture has
progressed smoothly since its establishment, with product development and commercialization
advancing in an orderly manner. In addition, the rapid growth of the robotics industry in recent years
has further fueled the Company’s expansion, enabling it to reach its current scale.
Save as disclosed below, there were no other relationships (including business, financing or
otherwise) between the Group and Shanghai Seer Robotics:
(a) Certain historical investors of Shanghai Seer Robotics (i.e., Huiyin Investment and Ecovacs
Investment Hainan) demonstrated strong confidence in our co-founders and subsequently
invested in the Company;
(b) There was a certain degree of personnel overlap between Shanghai Seer Robotics and the
Company. Such overlap arose from employees voluntarily joining the new venture based on
their professional trust in our co-founders, rather than as a result of any coordinated transfer
or planned continuation of employment between the two entities;
(c) There was a certain degree of overlap in customers and/or suppliers between Shanghai Seer
Robotics and the Company. This overlap is attributable to the fact that both companies
operate in the same industry segment, resulting in some common upstream and downstream
counterparties. However, unlike the Company, which serves over 2,000 downstream
integrators and end customers, Shanghai Seer Robotics primarily provided customized,
project-based services with much smaller customer base. Therefore, the Company’s
customers overlap with Shanghai Seer Robotics is limited; and
(d) As mentioned above, during the deregistration process, Shanghai Seer Robotics transferred
all its intangible assets and fixed assets and a portion of inventories to Shanghai Seer Soft.
Tax Incidents of Shanghai Seer Robotics
Shanghai Seer Robotics has been involved in certain tax incidents as set out below (the “ Tax
Incidents ”). The Tax Incidents were not attributable to our co-founders, nor did it arise from any
willful intent to commit tax evasion.
(a) Underpaid Individual Income Tax: From March 2016 to December 2018, to alleviate the
personal income tax burden for employees and at their request, Shanghai Seer Robotics’
human resources department adopted a salary-splitting arrangement under which a portion of
employee compensation was paid through a third-party agency. This arrangement was
implemented without knowledge of its non-compliance. Such tax underpayment occurred
multiple times in small amounts within about three years. Our co-founders were not involved
in or aware of such arrangements in respect of such small amounts in any capacity.
(b) Underpaid VAT: In 2019, an individual customer purchased products from Shanghai Seer
Robotics and, without prior communication, made payment of RMB100,000 directly to Mr.
Zhao Yue (Shanghai Seer Robotics’s general manager at that time), who, in good faith,
passed the amount to personnel in the sales and project departments, believing they would
properly handle the funds. Unfortunately, such personnel erroneously used the amount as a
contingency fund, and as a result, such funds were not recognized as revenue and
consequently, the company failed to declare and pay the applicable V AT.
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In October 2020, the Shanghai Tax Bureau issued a tax treatment decision and an administrative
penalty decision to Shanghai Seer Robotics, ordering it to (i) make up the underpaid individual income
tax of RMB558,062.47 and the associated late payment interest; (ii) pay the underpaid V AT of
RMB16,000 and V AT surcharge, along with the corresponding late payment interest; and (iii) pay a fine
of RMB287,111.24 (representing 50% of the aforesaid underpaid tax). As of October 16, 2020, all the
relevant taxes and late payment fees in the total amount of RMB866,393.47 had been fully settled.
As confirmed by our PRC Legal Advisor, (i) the making up of underpaid taxes and the associated
late payment interest required in the tax treatment decision do not constitute an administrative penalty;
and (ii) the fine imposed on Shanghai Seer Robotics in the administrative penalty decision was at the
minimum level of the statutory penalty range.
PUBLIC FLOAT
Pursuant to Rule 19A.13A(1) of the Listing Rules, assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised, based on the Offer Price of HK$101.60 per
Offer Share, our expected market capitalization upon the Listing is HK$11.23 billion, and the minimum
prescribed public float percentage applicable to our Shares is 15.0%.
Apart from 67,135,130 H Shares held by Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai
Xianwu, Shanghai Xianliu, Shanghai Xianqi and Zhuhai Yinshan to be converted from the Domestic
Shares, all the H Shares will be counted towards the public float for the purpose of Rule 8.08 of the
Listing Rules upon completion of the Global Offering and conversion of the Domestic Shares into H
Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
Upon completion of the Global Offering and conversion of the Domestic Shares into H Shares,
assuming that (i) 10,497,300 H Shares being issued in the Global Offering; (ii) the Offer Size
Adjustment Option and the Over-allotment Option are not exercised; (iii) 100,000,000 Domestic Shares
being converted to H Shares; and (iv) 110,497,300 Shares are issued and outstanding in the share
capital of the Company upon completion of the Global Offering, 43,362,170 Shares, representing
approximately 39.24% of the total issued Shares, will be counted towards the public float and is in
compliance with the requirement under Rule 19A.13A(1) of the Listing Rules.
FREE FLOAT
Rule 19A.13C 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$50,000,000; or (b) have an expected market value at the time of listing of not less than
HK$600,000,000.
Take into consideration the number of issued share capital of the Company, Offer Shares to be
issued under the Global Offering, the Shares held by the existing Shareholders subject to lock-up
requirement under the PRC laws and regulations, and the Shares to be allocated to cornerstone
investors, the expected market value of the H Shares being 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 would amount to approximately HK$604.31 million (on the basis of the Offer Price of
HK$101.60 per Offer Share, and the Offer Size Adjustment Option and the Over-allotment Option are
not exercised). Accordingly, our Company will comply with the free float requirement under Rule
19A.13C of the Listing Rules at the time of the Listing.
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CAPITALIZATION OF THE COMPANY
The following table is a summary of the capitalization of the Company:
Shareholder
As at the
Latest Practicable Date
Immediately following the completion of the Global Offering and conversion of the Domestic Shares into H
Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised)
Number of
Shares
Shareholding in
the Shares
Number of
Domestic
Shares
Shareholding in
the Domestic
Shares
Number of H
Shares
Shareholding in
the H Shares
Number of
Total Shares
Shareholding in
the Total Issued
Share Capital
Mr. Zhao 17,050,617 17.05% — — 17,050,617 15.43% 17,050,617 15.43%
Shanghai Xianyi 15,461,117 15.46% — — 15,461,117 13.99% 15,461,117 13.99%
Shanghai Xiansan 7,960,265 7.96% — — 7,960,265 7.20% 7,960,265 7.20%
Shanghai Xianwu 4,823,140 4.82% — — 4,823,140 4.36% 4,823,140 4.36%
Shanghai Xianliu 3,324,871 3.32% — — 3,324,871 3.01% 3,324,871 3.01%
Shanghai Xianqi 4,265,688 4.27% — — 4,265,688 3.86% 4,265,688 3.86%
Sub-total 52,885,698 52.89% — — 52,885,698 47.86% 52,885,698 47.86%
Zhuhai Yinshan 14,249,432 14.25% — — 14,249,432 12.90% 14,249,432 12.90%
Ningbo Huilidaoqin 9,654,483 9.65% — — 9,654,483 8.74% 9,654,483 8.74%
Ecovacs Investment Hainan 6,446,709 6.45% — — 6,446,709 5.83% 6,446,709 5.83%
Tianjin Dehui 5,349,599 5.35% — — 5,349,599 4.84% 5,349,599 4.84%
Hangzhou Yuanqiao 4,455,980 4.46% — — 4,455,980 4.03% 4,455,980 4.03%
Nanjing SAIF 2,327,951 2.33% — — 2,327,951 2.11% 2,327,951 2.11%
SAIF Yi’an 1,306,751 1.31% — — 1,306,751 1.18% 1,306,751 1.18%
Hangzhou Haolan 1,170,225 1.17% — — 1,170,225 1.06% 1,170,225 1.06%
SAIF Yulin 390,078 0.39% — — 390,078 0.35% 390,078 0.35%
Jiaxing Tengyuan 234,042 0.23% — — 234,042 0.21% 234,042 0.21%
Hongtai Investment 1,529,052 1.53% — — 1,529,052 1.38% 1,529,052 1.38%
Sub-total 47,114,302 47.11% — — 47,114,302 90.50% 47,114,302 90.50%
Investors taking part in the Global Offering ———— 1 0 , 4 97,300 9.50% 10,497,300 9.50%
Total 100,000,000 100% — — 110,497,300 100% 110,497,300 100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE
Corporate Structure Immediately before Completion of the Global Offering
The following chart illustrates the shareholding structure and simplified corporate structure of the
Group immediately prior to the completion of the Global Offering and conversion of the Domestic
Shares into H Shares:
Controlling Shareholders: 52.89%
Mr. Zhao(1)
Shanghai(1)
Xianyi
(PRC)
Our Company
(PRC)
17.05% 15.46% 7.96% 4.82% 3.32% 4.27% 47.11%
100%
Other
Subsidiaries(2)
Shanghai
Seer Soft
(PRC)
Shanghai(1)
Xiansan
(PRC)
Shanghai(1)
Xianwu
(PRC)
Shanghai(1)
Xianliu
(PRC)
Shanghai(1)
Xianqi
(PRC)
Other
Pre-IPO
Investors
(1) Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No.
1 and Suzhou Xianwu No. 2 are a group of Controlling Shareholders. Shanghai Xianyi and Shanghai Xianwu are employee
incentive platforms of our Group with Mr. Zhao being the general partner of each. None of limited partners holds more
than 10% limited partnership interests in Shanghai Xianyi. Shanghai Xianwu has three limited partners, namely Mr. Ye
Yangsheng, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, holding approximately 0.02%, 37.36% and 49.34% limited
partnership interests, respectively. Mr. Zhao is the general partner of Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2,
respectively.
Shanghai Xiansan, Shanghai Xianliu and Shanghai Xianqi are holding vehicles for Mr. Zhao, Mr. Wang Qun and Mr. Ye
Yangsheng, with Mr. Zhao as their respective general partner holding approximately 55.56%, 0.01% and 0.01% partnership
interest, respectively. Shanghai Xiansan has two limited partners, namely Mr. Ye Yangsheng and Mr. Wang Qun, holding
approximately 22.22% limited partnership interests, respectively. Shanghai Xianliu has one limited partner, namely Mr.
Wang Qun, holding approximately 99.99% limited partnership interests. Shanghai Xianqi has one limited partner, namely
Mr. Ye Yangsheng, holding approximately 99.99% limited partnership interests.
Pursuant to the respective partnership agreements of Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai
Xianliu and Shanghai Xianqi, Mr. Zhao, as the general partner of each of these partnerships, has full authority to control
and direct their decision-making processes. None of the limited partners has any authority to participate in the management
of the partnerships, nor are the limited partners involved in the execution of partnership affairs.
(2) We also have other seven wholly-owned subsidiaries including two operating subsidiaries engaged in robot sales business
and five subsidiaries with no actual business operation.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Corporate Structure Immediately Following Completion of the Global Offering
The following chart illustrates the shareholding structure and simplified corporate structure of the
Group immediately following the completion of the Global Offering and conversion of the Domestic
Shares into H Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are
not exercised):
Controlling Shareholders: 47.86%
Mr. Zhao(1)
Shanghai(1)
Xianyi
(PRC)
Our Company
(PRC)
15.43% 13.99% 7.20% 4.36% 3.01% 3.86% 42.64% 9.50%
100%
Other
Subsidiaries(2)
Shanghai
Seer Soft
(PRC)
Shanghai(1)
Xiansan
(PRC)
Shanghai(1)
Xianwu
(PRC)
Shanghai(1)
Xianliu
(PRC)
Shanghai(1)
Xianqi
(PRC)
Other
Pre-IPO
Investors
Global
Offering
Investors
(1)–(2) Please see the details contained in the preceding pages.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The information and statistics set out in this section and other sections of this prospectus were
extracted from different official government publications, available sources from public market
research and other sources from independent suppliers, and the independent industry report
prepared by CIC. We engaged CIC to prepare an independent industry report in connection with the
Global Offering (the “ CIC Report ”). The information from official government sources has not been
independently verified by us, the Sole Sponsor , Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, Joint Lead Managers, any of the Underwriters, any of their respective directors
and advisers, or any other persons or parties involved in the Global Offering, and no representation
is given as to its accuracy.
OVERVIEW OF THE INTELLIGENT ROBOT INDUSTRY
Introduction of Robots
A robot refers to a programmable machine built with mechanical components that allow
movement across two or more axes. Starting from the 2010s, the robot industry has been rapidly
progressing from fixed-function machines to intelligent robots capable of perception and
decision-making, driven by advances in AI, machine learning and large-scale data processing. The
evolution of robots is categorized into four generations, each of which is defined by the progression of
software-hardware integration and contextualization.
Key
Technical
Characteristic
Typical
Products
Fixed-Function Task Automation
Intelligence-Enhanced Robots
Advanced Intelligence
Generalized Intelligence
R1.0 — Software-Hardware
Products Integration
R2.0 — Contextualized
Software and Hardware
R3.0 — Generalized Software
and Contextualized Hardware
R4.0 — Generalized
Software and Hardware
No Sensors
Fixed Navigation
SLAM
AI Algorithms
Multimodal Large Models
VLA models &
Reinforcement Learning etc.
AGI
High Degree of Autonomy
• Mobile robots using magnetic or
QR code-based navigation
 Traditional industrial robots and
cobots with 4 axes
 Intelligent mobile robots
 Cobots with 6 or more axis
 Mobile manipulators
 Wheeled humanoid robots
 Embodied AI forklifts
 General-purpose humanoid robot
capable of handling a wide range of
tasks in both production and daily
life
Evolution of Global Robot Industry
Source: CIC
The table below sets forth the characteristics of robots from each generation:
R1.0 — Software-Hardware Products
Integration
R2.0 — Contextualized Software and
Hardware
R3.0 — Generalized Software and
Contextualized Hardware
R4.0 — Generalized Software and
Hardware
Technical
Characteristics ..
Relied entirely on rigid programming,
following hardcoded instructions with no
ability to adjust behavior after
deployment and with no sensors,
perception, or learning ability.
Navigation followed predetermined
routes, and their execution logic was
mechanical and inflexible, making them
incapable of handling variability,
complexity, or irregular inputs.
Introduced sensors and basic AI algorithms
to perceive and respond to their
surroundings. The ability to detect
environmental changes and adjust
movements improved accordingly. They
gained basic decision-making capabilities
and could vary their responses based on
context.
Marked a shift toward cross-task
adaptability by leveraging knowledge
acquired from prior experiences in other
settings. With large-scale multimodal
data, including inputs from vision,
speech, touch and movement, robots
gained deeper environmental
understanding. VLA and end-to-end
navigation models enable perception,
decision-making and execution to operate
within a single AI framework, advancing
cross-task learning and task transfer in
embodied AI.
R4.0 represents a forward-looking phase of
technological evolution in which robots
are envisioned to achieve full
autonomous reasoning, continuous
self-optimization, and generalized
adaptability in both software and
hardware.
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R1.0 — Software-Hardware Products
Integration
R2.0 — Contextualized Software and
Hardware
R3.0 — Generalized Software and
Contextualized Hardware
R4.0 — Generalized Software and
Hardware
Application
Scenarios ....
Limited to controlled environments and
highly repetitive, low-complexity tasks.
Incapable of adapting beyond predefined
instructions.
Deployed in a wider range of commercial,
industrial and public service
environments. Capable of operating
autonomously in specific scenarios and
managing moderately complex tasks
within trained parameters.
Capable of handling diverse tasks across
structured and unstructured settings, from
factories and warehouses to healthcare
facilities and outdoor service
environments. Robots can support more
specialized workflows by adapting to
specific user preferences, organizational
requirements or localized environmental
conditions, enabling autonomous
operation with enhanced generalization
across varied real-world scenarios.
In this future stage, such robots are
expected to exhibit universal
applicability across nearly all business
and consumer-facing contexts, enabling
collaboration with humans and real-time
adaptation to diverse scenarios.
The global robot market has seen significant growth as it transitions from R2.0 to R3.0. In terms
of revenue, the size of the global robot market increased from RMB267.6 billion in 2021 to RMB456.6
billion in 2025, representing a CAGR of 14.3% from 2021 to 2025, and is projected to reach
RMB1,037.3 billion by 2030, representing a CAGR of 19.4% from 2026 to 2030. In terms of sales
volume, the size of the global robot market grew from 1,180 thousand units in 2021 to 2,084 thousand
units in 2025, representing a CAGR of 15.3% from 2021 to 2025. The market is projected to expand
further to reach 5,214 thousand units by 2029, representing a CAGR of 21.4% from 2026 to 2030.
Introduction of Intelligent Robots
Intelligent robots emerged during what is referred to as the R2.0 generation, where hardware and
software are developed in close alignment to create intelligence-enabled robotic systems. An intelligent
robot refers to a robot that exhibits intelligent behavior by using technologies such as AI, machine
learning and computer vision to simulate human cognition and physical coordination, according to the
2023 White Paper on Intelligent Robot Technology and Industry Development .
Intelligent robots can be categorized by functionality and use case into several types, including (i)
AMRs, which are primarily used for indoor transport of goods, (ii) cobots with six or more axes, which
are designed to work safely alongside humans, (iii) humanoid robots, which are built to replicate human
movement and interaction, (iv) commercial service robots, which assist with tasks such as customer
service, delivery, cleaning or healthcare tasks in public settings, and (v) others, which mainly refer to
specialized robots.
Intelligent robots are typically equipped with advanced technologies such as SLAM, multi-modal
sensing and decision-making algorithms, enabling them to navigate complex spaces, make real-time
operational decisions and collaborate with humans. Representative examples include AMRs used in
smart factories and logistics centers, which can dynamically plan routes and avoid obstacles in real
time, as well as six-axis or seven-axis collaborative robotic arms that work alongside human operators
in assembly or inspection tasks without the need for physical barriers.
In contrast, non-intelligent robots rely on predefined rules and fixed navigation systems and
typically lack environmental awareness or adaptive decision-making capabilities. For example, mobile
robots that use magnetic strips or QR codes for moving along fixed tracks using visual markers, or
four-axis robotic arms used for repetitive sorting tasks, fall into this category. These robots are suitable
for structured environments with limited variability but cannot respond autonomously to changes in
surroundings or task requirements.
As AI technologies mature, particularly in the areas of perception, motion planning and
autonomous decision-making, robots are increasingly capable of operating in complex, unstructured
environments. The global penetration rate of intelligent robots increased from 43% in 2021 to 64% in
2025, and is projected to reach 81% by 2030, reflecting the growing demand for robots that can
perform complex, dynamic tasks beyond repetitive, pre-programmed operations.
Driven by advancements in AI and rising demand for automation across sectors, which is
primarily fueled by increasing labor costs, continued shortages of skilled workers, and the heightened
need among enterprises to improve operational efficiency, productivity, and process reliability, the
global intelligent robot industry has entered a period of rapid growth. In terms of revenue, the size of
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the global intelligent robot market increased from RMB130.2 billion in 2021 to RMB307.4 billion in
2025, representing a CAGR of 24.0% from 2021 to 2025, and is projected to reach RMB850.0 billion
by 2030, representing a CAGR of 24.6% from 2026 to 2030. In terms of sales volume, the size of the
global intelligent robot market grew from 506.2 thousand units in 2021 to 1,341.1 thousand units in
2025, representing a CAGR of 27.6% from 2021 to 2025. The market is projected to expand further to
reach 4,237.9 thousand units by 2030, representing a CAGR of 27.4% from 2026 to 2030.
Global Robot Market Size, by Intelligent Robots and Non-Intelligent Robots, in Terms of Sales Revenue, 2021–2030E
137.4 152.8 148.3 141.0 149.3 158.4 167.4 176.2 183.4 187.3
130.2
172.6 208.9 277.8 307.4 352.4
416.3
513.3
639.7
850.0
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E
267.6
325.4 357.2
418.8
456.6
510.7
583.7
689.4
823.1
1,037.3
2030E
CAGR CAGR
2021–2025 2026–2030E
Intelligent Robots 24.0% 24.6%
Non-Intelligent Robots 2.1% 4.3%
Total 14.3% 19.4%
Billion RMB
Sources: IFR, Mobile Robot and AGV/AMR Industry Alliance, CIC
Introduction of Industrial Intelligent Robots
Industrial scenarios have now become one of the key application scenarios for intelligent robots.
Typical industrial sectors where intelligent robots are widely deployed include, among others, (i) 3C,
(ii) automotive, (iii) automation equipment, (iv) new energy, (v) semiconductors, (vi) construction
machinery, and (vii) biopharmaceuticals.
Industrial intelligent robots refer to intelligent robots applied in the industrial scenarios. Industrial
intelligent robots, primarily AMRs and cobots, are increasingly deployed in manufacturing
environments to support functions such as precision assembly and quality inspection. The projected
growth of the industrial intelligent robot market is supported by both supply-side advancements and
demand-side momentum. On the supply side, for example, according to China’s National Bureau of
Statistics, the production volume of industrial robots in China increased by 28.0% from 2024 to 2025,
reflecting strong manufacturing activity and rising automation penetration. On the demand side, sectors
such as 3C electronics and automotive manufacturing are driving adoption. In 2025, global 3C product
sales (including smartphones, tablets, and computers) exceeded 1.7 billion units, and are projected to
grow to over 1.8 billion units by 2030, propelled by continued innovation and replacement cycles.
As these industries continue to integrate robotic solutions, industrial intelligent robots are playing
a crucial role in streamlining operations and improving precision. In terms of revenue, the size of the
global industrial intelligent robot market increased from RMB10.0 billion in 2021 to RMB28.6 billion
in 2025, representing a CAGR of 29.9% from 2021 to 2025, and is projected to reach RMB198.5 billion
by 2030, representing a CAGR of 48.6% from 2026 to 2030. In terms of sales volume, the size of the
industrial intelligent robot market grew from 51.2 thousand units in 2021 to 160.9 thousand units in
2025, representing a CAGR of 33.1% from 2021 to 2025. The market is projected to expand further to
reach 994.8 thousand units by 2030, representing a CAGR of 44.9% from 2026 to 2030. The growth of
the global industrial intelligent robot market has outpaced that of the non-industrial segment, which
recorded a CAGR of 26.9% from 2021 to 2025 and is projected to be 23.8% from 2026 to 2030
respectively.
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Industrial and non-industrial application scenarios for intelligent robots differ primarily in terms
of application environments, operational objectives, performance requirements and safety standards.
 Industrial application scenarios refer to manufacturing environments such as automotive,
electronics and machinery, where intelligent robots, such as AMRs and cobots, are deployed
to execute tasks autonomously. For example, in an automotive plant, AMRs navigate factory
floors to transport components between welding and assembly stations, replacing manual
carts and improving workflow efficiency. Cobots are deployed on electronic production lines
to assist in high-precision screw fastening, component insertion or visual inspection,
working alongside human operators while meeting safety standards. As for application
scenarios in 2025, 3C, automotive, semiconductor and new energy application scenarios hold
dominant positions. 3C accounted for around 30% of the global industrial intelligent robot
market. In terms of the sales revenue, the global market for 3C industrial intelligent robots
reached RMB9.3 billion in 2025 and is projected to grow to RMB61.4 billion by 2030,
representing a CAGR of 50.2% from 2026 to 2030. Automotive represents another major
application scenario, accounting for over 15% of the global market share in 2025. The global
market for automotive industrial intelligent robots reached RMB4.5 billion in 2025 and is
expected to grow to RMB44.6 billion by 2030, with a CAGR of 64.5% from 2026 to 2030.
Semiconductor and new energy are emerging as key growth drivers, demonstrating
substantial application potential. Their respective market sizes in 2025 were RMB3.0 billion
and RMB2.5 billion, and they are projected to reach RMB31.6 billion and RMB15.3 billion
by 2030.
 Non-industrial application scenarios refer to logistics and commercial environments,
including distribution centers, hotels, hospitals and other public spaces. Intelligent robots in
these environments focus on service delivery, dynamic navigation and frequent interaction
with humans. For instance, in an e-commerce fulfillment center, AMRs autonomously
retrieve inventory bins and deliver them to picking stations. In hotels or office buildings,
delivery robots are used to carry items between floors, using elevators, avoiding obstacles
and interacting with users via voice or touchscreen interfaces. In terms of sales revenue, the
global market for business and hospitality service intelligent robots reached RMB13.1 billion
in 2025 and is projected to grow to RMB124.3 billion by 2030. Driven by continuous growth
in e-commerce penetration and the intelligent transformation of new retail and third-party
logistics, the warehouse logistics
1 sector has maintained steady growth. The global market
for intelligent robots in this segment reached RMB16.3 billion in 2025 and is expected to
expand to RMB72.2 billion by 2030. Furthermore, supported by accelerated
industry−academia collaboration and increased R&D investment in cutting-edge technologies
such as humanoid robots, the scientific research and education sector also demonstrates
strong demand. Its market size reached RMB8.8 billion in 2025 and is anticipated to grow to
RMB70.4 billion by 2030. Driven by accelerated digital transformation, rising labor costs,
and the growing demand for service quality and operational efficiency, intelligent robots are
increasingly penetrating non-industrial domains.
1. Warehouse logistics focus on managing the distribution pipeline for goods, primarily encompassing warehouse scenarios in
industries such as e-commerce, apparel and footwear, FMCG, and third-party logistics.
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Global Industrial Intelligent Robot Market Size, in Terms of Sales Volume, by China and Overseas, 2021–2030E
25.4 46.6 54.4 61.2 81.0 108.9 151.9 227.1
343.1
549.8
31.2 45.9 56.6 79.9
117.0
167.6
240.7
326.6
445.0
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
51.2 77.8 100.3 117.9
160.9
225.8
319.6
467.8
669.7
994.8
25.8
CAGR CAGR
2021-2025 2026-2030E
32.6% 39.7%
33.6% 49.9%
Total 33.1% 44.9%
Thousand Units
10.1% 12.1% 12.7% 10.9% 12.0% 14.1% 16.3% 18.8% 21.2% 23.5%
Proportion of global sales volume of industrial intelligent robots as of total intelligent robots, %
Overseas
China
Sources: IFR, Mobile Robot and AGV/AMR Industry Alliance, CIC
China represents a critical hub for the global intelligent robot industry. In terms of sales revenue,
the Chinese intelligent robot market reached RMB114.3 billion in 2025 and is projected to grow to
RMB287.2 billion by 2030, reflecting a CAGR of 21.7% from 2026 to 2030. During this period, China
accounted for over 30% of the global intelligent robot market. Particularly in the industrial intelligent
robot sector, China’s market demonstrates even stronger growth momentum. The market size reached
RMB9.8 billion in 2025 and is expected to expand to RMB67.4 billion by 2030, representing a CAGR
of 43.7% from 2026 to 2030, leading global growth in this sector. This expansion is driven by the
accelerated intelligent transformation of China’s industrial industry, supportive government policies for
advanced manufacturing, and the continuous enhancement of industrial chain synergies. China will
maintain approximately 34% of the global industrial intelligent robot market during the next five years.
Entry Barriers for Industrial Intelligent Robots
 Proprietary core technologies and continuous innovation. Industrial intelligent robots are complex
integrated systems involving mechanical design, AI algorithms, and software engineering. Leading
companies must possess end-to-end capabilities, from core algorithms to hardware design, to
enable precise motion control, dynamic perception, and multi-modal interaction.
 High reliability and system intelligence. Industrial environments demand long-term, high-intensity
operations under complex and diverse conditions. Robots must be dust-proof, shock-resistant, and
capable of sustained high-load performance with minimal downtime. Through long-term
deployment, market players accumulate a hybrid real-simulation dataset for continuous algorithm
training, driving system-level intelligence and adaptability.
 Comprehensive product portfolio and market responsiveness. Industrial application scenarios are
highly fragmented, and a single product type cannot meet the diverse needs of all use cases. Robot
companies must therefore build a diverse product matrix encompassing multiple types and
specifications to address various industries and application settings. Companies need to adopt a
modular design approach to create standardized hardware platforms and reusable functional
modules, enabling fast adaptation to customer-specific requirements and continuous product
upgrades.
 Trust forged by brand equity and industry certification. End customers are extremely cautious
when selecting suppliers and typically favor those with strong industry reputations and proven
deployment success. By obtaining quality and safety certifications, leading companies gradually
build a trusted professional image and technological.
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Threats and Challenges for Industrial Intelligent Robots
Industrial intelligent robots present a high degree of complexity and development challenges,
rendering it likely that technological advancements will not proceed as anticipated. Small and
medium-sized enterprises, with limited funds, may worry about an overly long payback period or not
achieving expected returns, which in turn affects the development progress of this field to certain
extent.
Value Chain of the Intelligent Robot Industry
The intelligent robot industry can be broken down into three primary segments within the value
chain: (i) the development of components, encompassing controllers, sensors and chips; (ii) the design
and development, manufacturing, assembly and integration of complete robotic systems; and (iii) the
application of robotic systems into specific industries and end customers. These segments are
underpinned by a range of algorithms and software which drive iterative progress across the value
chain.
The intelligent robot industry is undergoing rapid transformation driven by both technological
advancement and evolving market needs. In this shifting landscape, industry players are no longer
confined to narrowly defined roles. Many players participate across multiple segments of the value
chain, and such convergence has introduced additional complexity and diversity into the robotics supply
chain, leading to the emergence of differentiated and personalized applications.
Pain Points in the Intelligent Robot Industry
The intelligent robot industry is experiencing rapid growth but continues to face structural
challenges, including fragmented customer demand, complex application environments and limited
interoperability between hardware and software systems. These challenges increase integration costs,
lengthen development cycles and constrain cross-platform collaboration. Moreover, the need for
significant multidisciplinary capabilities and capital investment creates high entry barriers, particularly
for smaller integrators, thereby slowing broader industry adoption and technological diffusion.
Key Drivers for the Intelligent Robot Industry
 Advancements in AI. The rapid development of AI is revolutionizing the intelligent robot
industry. By integrating deep learning, reinforcement learning, natural language processing
and computer vision, AI has significantly enhanced robot autonomy, learning and
decision-making capabilities, enabling intelligent robots to transition from specialized robots
to general-purpose robots.
 Mature Supply Chains and Cost Savings. With the localization of hardware and the scale-up
of production, hardware costs have significantly decreased, and lead times have shortened.
On the software side, the rapid iteration of algorithms and the rise of open-source
ecosystems have improved the stability of intelligent robots and lowered development costs.
 Upgraded Demand for Customization. As the demand for intelligent robots grows,
integrators and end customers are shifting from seeking single-function machines to
full-scale, customizable solutions. Integrators nowadays require more efficient tools to
streamline deployment and maintenance processes, while end customers seek highly
intelligent and bespoke services.
 Government Support. Governments worldwide are providing significant support to the
intelligent robot industry through favorable policies and initiatives. For instance, China’s
“14th Five-Year Plan” prioritizes intelligent manufacturing, the United States promotes
robotics innovation through the “National Robotics Initiative,” and the European Union’s
“Horizon 2020” program provides substantial funding for robotics research. The “14th
Five-Year Plan” for Intelligent Manufacturing, jointly issued by eight ministries, including
the Ministry of Industry and Information Technology (“ MIIT”), emphasizes accelerating
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innovation and achieving technological breakthroughs in industrial robotics and other smart
equipment. Similarly, the “14th Five-Year Plan” for Robot Industry Development, sets clear
targets to double the robot density in China’s manufacturing sector by 2025 and cultivate a
number of internationally competitive leading enterprises. The “Robot+” Application Action
Plan, introduced by seventeen departments, focuses on ten key sectors, including
manufacturing, healthcare, and logistics. It aims to develop over 200 typical application
scenarios, achieve breakthroughs in over 100 innovative robotic application technologies and
solutions, support foundation of model robotic enterprises, establish application experience
centers, and pilot verification centers to accelerate the commercialization.
OVERVIEW OF ROBOTIC CONTROL SYSTEM INDUSTRY
Introduction of Robotic Control System
The control system is the core of an intelligent robot, often referred to as its “brain.” It consists of
two key parts: the embedded controller inside the robot and cloud-based software that manages
coordination and task assignment, which together enable the robot to operate autonomously and adapt
to its environment. From perception to execution, the control system underpins every major function,
making it a critical component in the development of intelligent robots. The embedded controller
integrates essential algorithms for motion control, localization (such as SLAM) and sensor management,
allowing the robot to perceive its surroundings and move with accuracy. The cloud-based software uses
intelligent scheduling and optimization to distribute tasks and coordinate multiple robots as a fleet.
Such hybrid architecture supports both individual autonomy and collaborative efficiency.
Evolution of Robotic Control System
Early robotic control systems used simple technologies such as microcontrollers and
programmable logic controllers (“ PLCs”) for basic industrial tasks. In the 1970s, first-generation ACC
series vehicle controllers enabled magnetically guided robots to operate in more structured
environments. Around 2016, SLAM-based control systems were introduced to allow robots to perceive
and localize themselves in dynamic environments with improved autonomy. Since 2024, advancements
in AI have led to control systems that incorporate foundation models and advanced reasoning
capabilities, moving robots toward cognitive-level autonomy where they can understand goals, adapt to
changing conditions and collaborate with other systems.
Global Market of Robotic Controller
As robots become more autonomous and widespread, global demand for high-performance control
systems has been rising and is expected to continue growing. The global total addressable market for
robotic control systems is estimated to be RMB100.0 billion in 2025, based on the assumption that
robotic control systems comprise 10% to 20% of a robot’s total bill of materials (“ BoM”). Controllers,
as the physical components of robotic control systems, are offered by providers through two sales
models: (i) embedded within robots and (ii) sold as standalone products. Under the second sales model,
controller providers typically generate revenue through providing integrated robotic solutions
(combining hardware, software and controllers, all of which are integral to a bundled package) rather
than individual controller sales (functioning as a separate revenue stream).
The market’s expansion is primarily driven by two structural forces: (i) the increased deployment
of intelligent robots across industrial and non-industrial sectors and (ii) the growing complexity and
intelligence requirements of robotic tasks. The penetration rate of global robotic controllers, defined as
the aggregate amount of commercially sold robotic controllers by providers engaged in standalone
robotic controller sales, has increased from 1.2% in 2021 to 3.7% in 2025, and is projected to reach
7.3% by 2030. This shift reflects the growing importance of control systems not just as enablers of
basic functionality, but as differentiators in terms of intelligence and reliability.
In the global robotic controller market, the number of controllers supplied by providers engaged
in standalone controller sales increased from 6.0 thousand units in 2021 to 49.7 thousand units in 2025,
with a CAGR of 69.8% from 2021 to 2025, and is expected to reach 308.3 thousand units by 2030, with
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a CAGR of 41.6% from 2026 to 2030. In terms of revenue, the market size of global robotic controllers
increased from RMB0.7 billion in 2021 to RMB2.4 billion in 2025, with a CAGR of 36.8% from 2021
to 2025, and is expected to reach RMB8.4 billion by 2030, with a CAGR of 28.8% from 2026 to 2030.
China stands at the forefront of the global robotic controller market, demonstrating leadership in terms
of market adoption. The number of controllers supplied by providers engaged in standalone controller
sales in China increased from 25.7 thousand units in 2025 and is projected to grow to 151.0 thousand
units by 2030, reflecting a CAGR of 40.2% from 2026 to 2030. Throughout this period of rapid growth,
China has consistently maintained a dominant position in the global market, accounting for
approximately 50% of the total robotic controller market share.
Note: The robotic control system market size includes only commercially sold controller units by third -party providers, excluding controllers used internally by robot manufacturers.
Global Robotic Controller Market Size, in Terms of Sales Revenue, 2021–2030E
0.7
1.2
1.8 2.0 2.4
3.1
4.0
5.2
6.6
8.4
2022 2023 2024 2025 2026E 2027E 2028E 2029E2021 2030E
CAGR CAGR
2021–2025 2026–2030E
Robotic Controller 36.8% 28.8%
Billion RMB
Note:
(1) Represents the aggregate sales of (a) controllers installed on robots and (b) robotic controllers sold as standalone products,
which are sold by providers engaged in standalone controller sales. The robotic controller market size includes only
revenue generated from commercially sold controller units by providers engaged in standalone controllers, excluding
controllers used internally by robot manufacturers.
Sources: Mobile Robot and AGV/AMR Industry Alliance, CIC
Entry Barriers for Robotic Controllers
 Advanced algorithm capabilities and system-level technical barriers. Leading players must
possess sustained R&D capabilities in key algorithm domains, including dynamic path planning,
multi-sensor fusion, and adaptive decision-making, enabling robots to operate reliably in complex,
changing environments. Furthermore, the development of proprietary real-time operating systems
and control frameworks is essential to ensure overall system stability and performance.
 Ecosystem interoperability. Robotic controllers must support a broad range of communication
protocols and hardware interfaces to ensure compatibility with a wide array of sensors, actuators,
and automation components.
Threats and Challenges for Robotic Controllers
The robotic controller market faces challenges in keeping pace with the evolving demands of
intelligent robotics, particularly due to technical rigidity and fragmented ecosystems. In addition, the
absence of unified development frameworks across different robot types may increase integration
complexity and, to some extent, constrain the market’s development potential.
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Key Drivers and Trends for the Robotic Controller Industry
 Decentralization of Application Scenarios. The diverse demands across a variety of
industries make it difficult for a single company to develop customized control systems that
cater to all these varying needs. Many manufacturers are opting to purchase mature
controllers and control systems from external suppliers, which allows for faster product
iteration and easier adaptation to different application scenarios.
 Maturity of Supply Chain and Breakthroughs in Core Technologies. With the stabilization
of raw material costs and ongoing advancements in production processes, the hardware
manufacturing costs of controllers are expected to continue declining. Additionally,
breakthroughs in core technologies, particularly the integration of AGI into control system
algorithms, have significantly enhanced the intelligence and collaborative capabilities of
robots.
COMPETITIVE LANDSCAPE OF INDUSTRIAL INTELLIGENT ROBOT AND ROBOTIC
CONTROLLER INDUSTRIES
The global robot market remains fragmented. Industrial scenarios have now become one of the
key application scenarios for intelligent robots. In terms of revenue from sales of industrial intelligent
robots in 2025, the Company ranked seventh globally in 2025, according to CIC. In terms of the
number of industrial intelligent robots equipped with their controllers in 2025, the Company ranked
second globally among the industrial intelligent robotic enterprises, according to CIC. In the robotic
controller industry, the Company ranked first globally in terms of robotic controller sales volume in
2025, according to CIC.
Rank Company
Revenue from sales of
industrial intelligent
robots in 2025, Global
(Hundred million RMB)
Market share
1 Company A (1) 13.0 4.6%
2 Company B (2) 11.8 4.1%
3 Company C (3) 4.0 1.4%
4 Company D (4) 3.7 1.3%
5 Company E (5) 3.4 1.2%
Subtotal of Top 5 12.6%
7 The Company 3.0 1.1%
Notes:
(1) Founded in 2005 and headquartered in Denmark, Company A, a subsidiary of a company listed on the New York Stock
Exchange, is a global leader in collaborative robots, used across a wide range of industries.
(2) Founded in 2016 and headquartered in China, Company B, a subsidiary of a company listed on the Shenzhen Stock
Exchange, is a global leader in machine vision and mobile robot products and solutions, primarily serving industrial
applications.
(3) Founded in 2017 and headquartered in China, Company C, a privately owned company, is a global leader in autonomous
mobile robotic solutions, primarily serving photovoltaic sector.
(4) Founded in 2015 and headquartered in Taiwan, Company D, is a subsidiary of a company listed on the Emerging Stock
Market in Taiwan, is a global leader in cobots with embedded visual systems, software and application-based solutions to
the market.
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(5) Founded in 2015 and headquartered in China, Company E, a privately owned company, is a global leader in collaborative
robots, used across a wide range of industries.
Sources: Mobile Robot and AGV/AMR Industry Alliance, annual reports of industry players, expert interviews, and CIC
The Company, Company B and Company C mainly focus on AMRs within the industrial
intelligent robot industry, whereas other competitors predominantly focus on collaborative robots. In
2025, the Company achieved ±2mm SLAM positioning accuracy with its robots and maintained a
38.4% gross product margin. By comparison, Company B reached ±5mm SLAM accuracy and an
approximate 35.0% gross margin for its robotic offerings.
The table below sets forth the top five robotics enterprises in the global industrial intelligent robot
industry, ranked by the number of industrial intelligent robots equipped with their controllers, according
to CIC. The number of industrial intelligent robots equipped with controllers supplied by these five
enterprises accounted for approximately 32.3% of all industrial intelligent robots in 2025.
Rank Company
Number of industrial
intelligent robots in 2025(1),
Global
(units in thousands)
Market share(2)
1 Company B 15.0 9.3%
2 The Company (3) 12.3 7.7%
3 Company A 8.7 5.4%
4 Company F
(4) 8.5 5.3%
5 Company C 7.4 4.6%
Subtotal 52.0 32.3%
Notes:
(1) Represents the total number of industrial intelligent robots equipped with controllers supplied by the respective enterprises.
(2) The market share is calculated based on the total number of industrial intelligent robots globally, being 160.9 thousand
units in 2025.
(3) Represents 7,924 of standalone robotic controllers and 4,421 of robotic controllers integrated into robots and robotic
chargers, which generated a total revenue of RMB385.1 million in 2025.
(4) Founded in 2019 and headquartered in China, Company F, a privately owned company, is a global leader in collaborative
robots, primarily serving industrial applications.
Sources: Annual reports of industry players, expert interviews, and CIC
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The table below sets forth the top five providers of industrial intelligent robots in the industrial
intelligent robot industry in China. According to CIC, in China, the Company ranked third in terms of
revenue from sales of industrial intelligent robots in 2025, and second in terms of the number of
industrial intelligent robots equipped with controllers supplied by the respective enterprises in 2025.
Rank Company
Revenue from sales of
industrial intelligent
robots in 2025, China
(Hundred million RMB)
Market share
1 Company B 7.8 8.0%
2 Company C 3.8 3.9%
3 The Company 2.5 2.5%
4 Company E 2.4 2.4%
5 Company G(1) 2.2 2.3%
Note:
(1) Founded in 2014 and headquartered in China, Company G, a privately owned company, is a global leader in collaborative
robots, used across a wide range of industries.
Rank Company
Number of industrial
intelligent robots in 2025(1),
China
(units in thousands)
Market share(2)
1 Company B 13.5 16.9%
2 The Company 11.6 14.6%
3 Company F 7.4 9.2%
4 Company C 7.2 9.0%
5 Company E 4.8 6.0%
Notes:
(1) Represents the total number of industrial intelligent robots equipped with controllers supplied by the respective enterprises.
(2) The market share is calculated based on the total number of industrial intelligent robots in China, being 79.9 thousand
units in 2025.
Sources: Annual reports of industry players, expert interviews, and CIC.
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The table below sets forth the top five providers of robotic controllers in the global robotic
control system industry, who engage in standalone robotic controller sales, according to CIC. In terms
of sales volume of controllers for industrial intelligent robots in 2025, the Company ranked first both
globally and in China, according to CIC.
Rank Company
Sales volume of
controllers for intelligent
robots in 2025(1)
(units in thousands)
Market share(2)
1 The Company 12.3 24.8%
2 Company H(3) 9.2 18.5%
3 Company I(4) 4.5 9.1%
4 Company J(5) 1.5 3.0%
5 Company K(6) 1.0 2.0%
Subtotal 28.5 57.4%
Notes:
(1) Represents the aggregate amount of (a) controllers installed on intelligent robots, and (b) robotic controllers sold as
standalone products.
(2) The market share is calculated based on total robotic controller sales volume of providers engaged in standalone controller
sales, being 49.7 thousand units in 2025.
(3) Founded in 1916 and headquartered in the U.S., Company H, a subsidiary of a company listed on the New York Stock
Exchange, is a global leader in motion control systems and components, providing robotic controllers for mobile robots.
(4) Founded in 2020 and headquartered in China, Company I, a privately owned company, is a global leader in robotic
controllers and integrated solution.
(5) Founded in 2001 and headquartered in Switzerland, Company J, a privately owned company, is a global leader in robotic
controllers, specializing in the development of natural feature navigation technology for mobile robots.
(6) Founded in 2005 and headquartered in France, Company K, a privately owned company, is a global leader in intelligent
robots, specializing in logistics and warehouse automation solutions.
Sources: Annual reports of industry players, expert interviews, and CIC
The Company’s robotic controller leads the industry as the first to achieve functional safety
certification, and its controllers offer compatibility with over 400 component types, around four times
the capacity of competitors such as Companies H, I, J and K, which support no more than 100
component types.
The following table
(1) illustrates the key performance parameters of the top five players:
SLAM positioning
accuracy (2)
Functional safety
certifications (3)
Number of compatible
component types (4)
The Company ............ ±2 mm ~ ±5 mm Yes 400+
Company H ............. ±2 mm ~ ±10 mm No N/A
Company I .............. ±5 mm ~ ±10 mm Yes 100+
Company J ............. ±10 mm N/A N/A
Company K ............. N/A N/A N/A
Notes:
(1) The above information is based on the release of the companies as of December 31, 2025. N/A refers to not available or
not applicable for public release, whereas no indicates the absence of such a configuration.
(2) The positioning accuracy of SLAM technology is of vital importance to the autonomy and reliability of robots. It directly
determines whether robots can safely and efficiently complete tasks in unknown environments. High-precision positioning
ensures that robots can accurately perceive their real-time positions and postures in the environment. This not only relates
to the accuracy of the robot’s navigation path, avoiding collisions or getting lost, but is also the foundation for its
execution of all advanced tasks.
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(3) Functional safety certification serves as a key metric for robotic reliability and safety, representing a systematic,
internationally standardized safety assurance framework. This certification proves that the robot’s design and control
system can automatically enter a predefined safe state in the event of a malfunction, thereby minimizing the risk of harm
to personnel, equipment, or the environment.
(4) The number of compatible component types directly determines the integration capability and application scope of the
system. A wide range of compatibility means that the controller can interact with more types of sensors, actuators, and
peripheral devices, thereby significantly enhancing the flexibility of system construction and reducing the complexity of
integration. This not only reduces the need for customized development for specific components, but also facilitates future
system expansion and upgrade. Therefore, the number of compatible types is a key technical indicator for evaluating the
universality, scalability, and overall value of the controller. The information of the Company is as of December 31, 2025.
Sources: Public information, expert interviews, and CIC
COST ANALYSIS OF MAJOR COMPONENTS OF INTELLIGENT ROBOTS
The rapid growth of the intelligent robot industry is closely related to the capabilities and
development of its component supply chain. The cost structure of industrial intelligent robots can be
categorized into perception systems, control systems, actuation systems, power systems, and other
components. Taking AMRs as a representative example, the combined cost of perception, control,
actuation, and power systems accounts for over 70% of the total. As component technologies advance,
the supply chain for industrial intelligent robots has been significantly strengthened. The cost of key
components, such as navigation LiDAR, has continued to decline, with the average price dropping from
RMB10.6 thousand in 2021 to RMB5.7 thousand in 2025, and is expected to continue to decline to
RMB3.8 thousand by 2030. This downward trend is largely driven by mature technology,
well-established and standardized production processes, highly integrated modules and scaled domestic
production.
Cost Structure of AMR’s Core
Components, 2025
28%
20%
16%
10%
26%
Perception System
Control System
Actuation System
Power System
Others
%
Note: Others include structural components, communication modules, and other parts.
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Historical and Projected Trends of the Average Price of the Core Components in Intelligent Robot Industry,
2021–2030E (Taking AMR as an example)
CAGR 2021–2025 CAGR 2026–2030E
-14.3% -7.2%
-6.7% -0.9%
-5.8% -3.5%
10.6
2021
5.7
2025
3.8
2030E
Navigation LiDAR
Thousand RMB
1.7
2021
1.1
2025
0.8
2030E
1.7
2021
1.3
2025
1.0
2030E
Reducer
Servo Motor
Sources: Mobile Robot and AGV/AMR Industry Alliance, CIC
The robotic control system serves as the “brain” of intelligent robots, and every robot is equipped
with a control system as an essential component. The control system accounts for 10% to 20% of the
robot’s total BoM cost. Robotic control systems depend on a wide array of electronic components, such
as printed circuit boards (“ PCB”), integrated circuit (“ IC”) chips, transistors, resistors and capacitors.
In the cost structure of controllers, the PCB accounts for over 30% of the BoM cost, making it one of
the key raw materials. Chinese Mainland, as the world’s largest PCB production base, contributes more
than 50% of the global output value. The product range is comprehensive, and prices vary significantly
depending on the technical complexity, material costs, and process requirements of different PCB types.
Technological advancements have led to improvements in production efficiency and reductions in unit
material costs, further creating room for price decreases. The average unit price of PCB in China has
declined from RMB913 per square meter in 2021 to RMB738 per square meter in 2025. The
fluctuations in the average price of PCB between 2021 and 2026 were primarily driven by volatility in
raw materials due to pandemic, and expansion of demand from downstream applications such as
embodied intelligence, AI servers, automotive electronics among others. Looking ahead, the average
PCB price is expected to stabilize and decline steadily as demand and supply normalize, supplemented
by expanded production capacity, and is expected to further decrease to RMB641 per square meter by
2030.
Historical and Projected Trends of
the Average Price of the Core Components in Robotic Controller Industry, 2021–2030E
(Using PCB as an Example)
913
851
702 689
738 750 721 693 666 641
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
RMB per square meter CAGR CAGR
2021–2025 2026–2030E
PCB -5.2% -3.9%
Sources: Prismark, CIC
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SOURCE OF THE INDUSTRY INFORMATION
CIC was commissioned to conduct an analysis of, and to report on the global robot industry at a
fee of RMB750,000. The commissioned report has been prepared by CIC, independent of the influence
of the Company and other interested parties. CIC’s services include, among others, industry consulting,
commercial due diligence and strategic consulting.
CIC conducted both primary and secondary research using a variety of resources. Primary
research involved conducting consumer surveys and interviewing key industry experts and leading
industry participants. Secondary research involved analyzing data from various publicly available data
sources, such as the National Bureau of Statistics of China, information released by other Chinese
government authorities, annual reports published by industry participants, industry organizations, as
well as CIC’s internal database.
The market projections in the commissioned report are based on the following key assumptions:
(i) that the overall global social, economic and political environment is expected to maintain a stable
trend over the next decade; (ii) that related key industry drivers are likely to continue driving growth in
the industry during the forecast period; and (iii) that there is no extreme force majeure or set of
industry regulations in which the market situation may be affected either dramatically or fundamentally.
Our Directors confirm that, after making reasonable enquiries, there is no material adverse change
in the market information since the date of the CIC Report which may qualify, contradict or have an
impact on the information in this section.
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This section provides an overview of the major PRC laws, regulations and rules relevant to our
business. The information contained herein shall not be interpreted as a comprehensive summary of all
laws and regulations applicable to us.
REGULATIONS AND POLICIES ON ROBOTS
In accordance with the “14th Five-Year Plan” for Robot Industry Development (“ɤ̬ʞ”ዚኜɛ
஝ྌ) promulgated by the Ministry of Industry and Information Technology (the “ MIIT”) on
December 21, 2021 and came into effect on the same date, the strategic objectives for robotics
development aim to establish China as a global hub for robotics innovation, a high-end manufacturing
cluster, and a new frontier for integrated applications by 2025. The plan emphasizes coordinated efforts
across industry regulators, science and technology, fiscal, and financial authorities to pool resources and
strengthen policy support for the innovative advancement of the robotics industry.
The MIIT promulgated the Industrial Robot Industry Specification Standards (2024 Edition) (ʈ
ุዚኜɛБุ஝ᇍૢ΁ (2024و)) (the “ Specification Standards ”) and the Implementation Measures
for the Management of Industrial Robot Industry Specification Standards (2024 Edition) (ʈุዚኜɛ
ج2024و)) (the “ Implementation Measures ”) on July 29, 2024, with an
effective date of August 1, 2024. The Specification Standards focus on raising industry entry thresholds,
clarifying basic requirements for enterprises in technological R&D, product quality, and safety
management. The Implementation Measures stipulate that MIIT will implement announcement-based
management for qualified industrial robot enterprises, with applications processed on a voluntary basis,
while refining application procedures, dynamic evaluations, and exit mechanisms to ensure compliance.
The Specification Standards and the Implementation Measures are industry guidance documents aimed
at promoting technological advancement and standardized development within the sector. They do not
serve as a precondition for administrative approval nor carry mandatory force. Enterprises may
voluntarily apply for compliance announcements based on these provisions. We are in the process of
proactively seeking recognition of our products under the Specification Standards.
Among the national standards applicable to the robotics industry, there are two categories:
Recommended National Standards (GB/T) and Mandatory National Standards (GB). Recommended
standards are not mandatory for compliance. We meet all applicable mandatory national standards,
including: Robots for industrial environments — Safety requirements — Part 1: Robot ( ʈุᐑྤ͜ዚ
ኜɛ —Ӌ — ୋ 1 ௅ʱjዚኜɛ ) and Electromagnetic compatibility
(EMC) — Generic standards — Part 4: Emission for industrial environments (࢙ࡒ— ஷ͜ᅺ๟
— ୋ4).
In accordance with the Guiding Catalogue for Industrial Structure Adjustment (2024 Edition) (ପ
ኬͦ፽ (2024 ϋ͉)) promulgated by the National Development and Reform Commission
on December 27, 2023 and came into effect on February 1, 2024, robots and integrated systems are
under the encouraged category.
REGULATIONS ON INFORMATION SECURITY AND PRIV ACY PROTECTION
In accordance with the State Security Law of the PRC ()
promulgated by the SCNPC on July 1, 2015 and came into effect on the same date, the PRC
government shall safeguard the sovereignty, security and development interests of the state cyberspace,
and shall establish a review and regulation system and mechanism for State security, and carry out State
security review against foreign investment, specific items and key technologies and network
information technology products and services that affect or may affect State security, projects relating
to State security matters and other material matters and events.
On November 7, 2016, the SCNPC promulgated the PRC Cybersecurity Law ( ʕശɛ͏΍ձ਷ၣ
) which was amended on October 28, 2025 and became effective on January 1, 2026 and
applies to the construction, operation, maintenance and use of networks as well as the supervision and
administration of cybersecurity in the PRC.
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In accordance with the Data Security Law of the PRC () (the
“Data Security Law ”) promulgated by the SCNPC on June 10, 2021 and came into effect on
September 1, 2021, any data processing activities and security supervision and regulation of such
activities within the territory of the PRC shall be governed by the Data Security Law. The Data
Security Law mainly sets forth regulations on the establishment of data security systems, including
categorized and classified system, risk assessment system, monitoring and early warning system, and
emergency disposal system.
In accordance with the Measures for Cybersecurity Review () promulgated
and revised by the Cyberspace Administration of China (the “ CAC”) and other twelve PRC regulatory
authorities on December 28, 2021 and came into effect on February 15, 2022, (i) a CIIO procurement of
any network product and service or a network platform operator that engages in data processing
activities that affect or may affect national security shall be subject to the cybersecurity reviews applied
by the Cybersecurity Review Office, the department which is responsible for the implementation of
cybersecurity review under the CAC; (ii) a network platform operator with personal information of
more than one million users which seek to list in a foreign country is obliged to apply for a
cybersecurity review by the Cybersecurity Review Office; and (iii) the relevant regulatory authorities
may initiate cybersecurity review if such regulatory authorities determine that the issuer’s network
products or services, or data processing activities affect or may affect national security.
In accordance with the Administrative Measures for Data Security in the Industrial and
Information Technology Field (for Trial Implementation) (ج( ༊
Б)) (the “ MIIT Data Security Measures ”), which was promulgated by the MIIT on December 8,
2022 and came into effect on January 1, 2023, data processing activities in the industrial and
information technology fields within the territory of the PRC are subject to these measures. These
activities include data collected and generated during the processes of research and development,
production and manufacturing, operation and management, operation and maintenance, and platform
operation in the industrial sector.
REGULATIONS ON FOREIGN INVESTMENT
In accordance with the Foreign Investment Law of the PRC ()
promulgated by the National People’s Congress on March 15, 2019 and taking effect on January 1,
2020, and the Implementation Rules for the Foreign Investment Law of the PRC (ʕശɛ͏΍ձ਷̮ਠ
ૢԷ) promulgated by the State Council on December 26, 2019 and taking effect on
January 1, 2020, the “foreign investment” refers to the investment activities in China carried out
directly or indirectly by foreign natural persons, enterprises or other organizations.
Investments activities in China by foreign investors are principally governed by the Encouraged
Industries Catalog for Foreign Investment (Catalog 2025 version) (ོᎸ̮ਠҳ༟ପุͦ፽ (2025 ϋ
و)) which was promulgated by the Ministry of Commerce and the National Development and Reform
Commission on December 15, 2025 and became effective on February 1, 2026, and the Special
Administrative Measures for Foreign Investment Access (Negative List 2024) (ɝतй၍ଣ
݄(૶ఊ)(2024و)) which were promulgated by the Ministry of Commerce and the National
Development and Reform Commission on September 6, 2024 and became effective on November 1,
2024. This catalog and negative list set forth the industries in which foreign investments are
encouraged, restricted and prohibited. Industries that are not listed in any of these three categories are
generally open to foreign investment unless otherwise specifically restricted by other PRC rules and
regulations. The Research and Development and application of artificial intelligence technologies, such
as intelligent devices and robotics, fall within the scope of the Catalog 2022 version , so the foreign
investors are encouraged to invest in our Group’s business. Our business does not fall within the
Negative List 2024 where foreign investment is restricted or prohibited.
In accordance with the Measures on Reporting of Foreign Investment Information (ڦ
), which was promulgated by the Ministry of Commerce and State Administration for
Market Regulation on December 30, 2019 and came into effect on January 1, 2020, foreign investors or
foreign investment enterprises shall submit investment information to the commerce administrative
authorities through the Enterprise Registration System and the National Enterprise Credit Information
REGULATORY OVERVIEW
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Publicity System. In accordance with the Measures for the Security Review of Foreign Investments (̮
), which was promulgated by the National Development and Reform Commission
and Ministry of Commerce on December 19, 2020 and came into effect on January 18, 2021, the office
of the working mechanism for the security review of foreign investments is set up under the National
Development and Reform Commission, which is led by the National Development and Reform
Commission and the Ministry of Commerce to undertake he routine work of the security review of
foreign investments.
REGULATIONS ON LEASING
In accordance with the Civil Code , an owner of immovable or movable property is entitled to
possession, use, earnings, and disposal of such property in accordance with the law. Subject to the
consent of the lessor, the lessee may sublease the leased premises to a third party. Where a lessee
subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is
entitled to terminate the lease if the lessee subleases the premises without the consent of the lessor. In
addition, if the ownership of the leased premises changes during the lessee’s possession in accordance
with the terms of the lease contract, the validity of the lease contract shall not be affected. Moreover,
pursuant to the Civil Code, if the mortgaged property has been leased and transferred for occupation
prior to the establishment of the mortgage right, the original tenancy shall not be affected by such
mortgage right.
In accordance with the Administrative Measures on Leasing of Commodity Housing (ॡ
) promulgated by the Ministry of Housing and Urban-Rural Development on December 1,
2010 and became effective on February 1, 2011, the lessor and the lessee are required to complete
property leasing registration and filing formalities within 30 days from execution of the property lease
contract with the development authorities or real estate authorities of the municipality or county where
the leased property is located. If a company fails to do as aforesaid, it may be ordered to rectify within
a stipulated period, and if such company fails to rectify, a fine ranging from RMB1,000 to RMB10,000
may be imposed on each lease agreement.
In accordance with the Interpretation of the Supreme People’ s Court on Several Issues concerning
the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings
(2020 version) (༆
ᙑ(2020͍)), which took effect on January 1, 2021, if the ownership of the leased premises changes
during lessee’s possession in accordance with the terms of the lease contract, and the lessee requests the
assignee to continue to perform the original lease contract, the PRC court shall support it, except that
the mortgage right has been established before the lease of the leased premises and the ownership
changes due to the mortgagee’s realization of the mortgage right.
REGULATIONS ON INTELLECTUAL PROPERTY
Trademark
In accordance with the Trademark Law of the PRC () promulgated by
SCNPC on August 23, 1982, most recently amended on April 23, 2019 and effective from November 1,
2019, and the Implementation Regulation of the Trademark Law of the PRC (ج
ૢԷ) promulgated by the State Council on August 3, 2002, later amended on April 29, 2014 and
effective from May 1, 2014, registered trademarks are granted a term of ten years which may be
renewed for consecutive ten-year periods upon request by the trademark owner.
Copyright
In accordance with the Copyright Law of the PRC () promulgated by
the SCNPC, which was latest amended in November 2020, and its related Implementing Regulations,
Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in
their works, which include, among others, works of literature, art, natural science, social science,
engineering technology and computer software. Copyright owners of protected works enjoy personal
rights and property rights with respect to publication, authorship, alteration, integrity, reproduction,
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distribution, lease, exhibition, performance, projection, broadcasting, dissemination via information
network, production, adaptation, translation, compilation, and other rights shall be enjoyed by the
copyright owners.
In accordance with the Regulations on Computer Software Protection (ᚐૢԷ)
promulgated by the State Council on June 4, 1991 and latest amended on January 30, 2013, with the
latest revision effective on March 1, 2013, Chinese citizens, legal entities or other organizations enjoy
copyright in the software which they have developed, including the right of divulgation, the right of
developership, the right of alteration, the right of reproduction, the right of distribution, the right of
rental, the right of communication through information network, the right of translation and other rights
which shall be enjoyed by software copyright owners, regardless of whether such software has been
published.
Patent
In accordance with the Patent Law of the PRC (), promulgated by the
SCNPC, which was latest amended in October 17, 2020 and became effective on June 1, 2021, and its
Implementation Rule, patent is divided in to 3 categories, i.e., invention patent, design patent and utility
model patent. The duration of invention patent right, design patent right and utility model patent right
shall be 20 years, 15 years and 10 years, respectively, which all calculated from the date of application.
Implementation of a patent without the authorization of the patent holder shall constitute an
infringement of patent rights, and shall be held liable for compensation to the patent holder and may be
imposed a fine, or even subject to criminal liabilities.
Domain Names
The Measures on Administration of Internet Domain Names () was
promulgated by the MIIT in 2017, which adopts “first to file” rule to allocate domain names to
applicants, and provide that the MIIT shall supervise the domain names services nationwide and
publicize the PRC domain name system. After completion of the registration procedures, the applicant
will become the holder of the relevant domain name.
REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Employment
The major PRC laws and regulations that govern employment relationship are the Labor Law of
the PRC (), 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 July 1, 2013, 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.
Social Insurance
The Social Insurance Law of the PRC () (the “ Social Insurance
Law”) issued by the SCNPC in 2010 and latest amended on December 29, 2018, has 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
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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, 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.
The “Interpretation (II) of the Supreme People’s Court on Issues Concerning the Application of
Law in the Trial of Labor Dispute Cases” (༆
ᙑ(ɚ)) was promulgated by the Supreme People’s Court on July 31, 2025, and came into effect on
September 1, 2025. This Interpretation addresses common practices such as subcontracting, labor
outsourcing, nominal affiliation, mixed employment arrangements, and failure to contribute to social
insurance schemes. It aims to regulate unlawful behaviors whereby contractors, affiliated entities, or
nominally associated parties evade responsibilities by shifting liabilities to each other or to entities
without actual solvency. The interpretation safeguards workers’ fundamental rights, including
remuneration, occupational safety and health, and social insurance benefits, in accordance with the law.
Housing Provident Fund
In accordance with the Regulations on the Administration of Housing Provident Funds (ʮ
၍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. 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
Regulations relating to Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange
Administration Regulations of the PRC (ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), most recently amended in
August 5, 2008. Under the PRC foreign exchange regulations, payments of current account items, such
as profit distributions, interest payments and trade and service-related foreign exchange transactions,
can be made in foreign currencies without prior approval from the SAFE, by complying with certain
procedural requirements. By contrast, approval from or registration with appropriate government
authorities is required where Renminbi is to be converted into foreign currency and remitted out of
China to pay capital account items, such as direct investments, repayment of foreign
currency-denominated loans, repatriation of investments and investments in securities outside of China.
The SAFE issued the Circular on Reforming of the Management Method of the Settlement of
Foreign Currency Capital of Foreign-Invested Enterprises (̮ਠҳ༟Άุ̮
) (the “ SAFE Circular 19 ”) on March 30, 2015, and it became
effective on June 1, 2015, which was partially repealed on December 30, 2019, and latest amended on
March 23, 2023. The SAFE Circular 19 expands a pilot reform of the administration of the settlement
of the foreign exchange capitals of foreign-invested enterprises nationwide. In June 2016, SAFE further
promulgated the Circular on the State Administration of Foreign Exchange on Reforming and
Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (̮ි၍
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 ) (the “ SAFE Circular 16 ”), which, among other
things, amends certain provisions of SAFE Circular 19. Pursuant to SAFE Circular 19 and SAFE
Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated
registered capital of a foreign-invested company is regulated such that Renminbi capital may not be
used for business beyond its business scope or to provide loans to persons other than affiliates unless
otherwise permitted under its business scope.
According to the Circular on Optimizing Administration of Foreign Exchange to Support the
Development of Foreign-related Business (ஷ
) (the “ SAFE Circular 8 ”), issued by SAFE in April 2020, under the prerequisite of ensuring true
and compliant use of funds and compliance with the prevailing administrative provisions on use of
income under the capital account, eligible enterprises are allowed to make domestic payments by using
their capital funds, foreign credits and the income under capital accounts of overseas listing, without
prior provision of the evidentiary materials concerning authenticity to the bank for each transaction.
The handling banks shall conduct spot checks afterwards in accordance with the relevant requirements.
The interpretation and implementation in practice of SAFE Circular 28 and SAFE Circular 8 are still
subject to substantial uncertainties given they are newly issued regulations.
REGULATIONS ON TAXATION
Enterprise Income Tax
In accordance with the Enterprise Income Tax Law of the PRC (੻೼
), which was promulgated by the SCNPC and was latest amended on December 29, 2018, and the
Regulation on the Implementation of the Enterprise Income Tax Law of the PRC (ʕശɛ͏΍ձ਷Ά
ૢԷ), which was promulgated by the State Council and was latest amended in
December 2024, collectively referred to as the Enterprise Income Tax Law, a uniform 25% enterprise
income tax rate is imposed to both foreign invested enterprises and domestic enterprises, except where
tax incentives are granted to special industries and projects. The enterprise income tax rate is reduced
to 20% for qualifying small low-profit enterprises. The high-tech enterprises that need full support from
the PRC’s government will enjoy a reduced tax rate of 15% for Enterprise Income Tax.
Value-added Tax
According to the PRC Value-Added Tax Law (), which was
promulgated by the SCNPC on December 25, 2024 and effective on January 1, 2026, all entities and
individuals engaged in sale of goods or provision of processing, repair and maintenance services or
importation of goods in Chinese Mainland are subject to the Value-Added Tax (the “ VAT”). Unless
otherwise specified, the V AT rate is generally 13% in respect of the sale or importation of goods by
taxpayers.
Dividends Distribution
The principal laws, rules and regulations governing dividend distributions by foreign-invested
enterprises in the PRC are the Company Law, promulgated in 1993 and latest amended in 2023, and the
Foreign Investment Law and its Implementing Regulations. Under these requirements, foreign-invested
enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance
with PRC accounting standards and regulations. A PRC company is required to allocate at least 10% of
their respective accumulated after-tax profits each year, if any, to fund certain capital reserve funds
until the aggregate amount of these reserve funds have reached 50% of the registered capital of the
enterprises. A PRC company is not permitted to distribute any profits until any losses from prior fiscal
years have been offset. Profits retained from prior fiscal years may be distributed together with
distributable profits from the current fiscal year.
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Preferential Tax Policy for Software Industry
For taxpayers of the value-added tax who sell self-developed software products, the Ministry of
Finance and the State Taxation Administration issued the Notice of the Ministry of Finance and the
State Administration of Taxation on V alue-added Tax Policies for Software Products (೼
 ), effective on January 1, 2011, which sets forth that the
refund-upon collection policy is applied to self-developed software products, which is typically the
portion of the taxpayers of the value-added tax actually paid that exceeds 3% of the taxpayers of the
value-added tax taxable income.
REGULATIONS ON SECURITIES AND OVERSEAS LISTINGS
Securities Laws and Regulations
The Securities Law of the PRC (), which was promulgated by the
SCNPC on December 29, 1998, and was latest amended on December 28, 2019 and took effect on
March 1, 2020, comprehensively regulating activities in the PRC securities market including issuance
and trading of securities, takeovers by listed companies, securities exchanges, securities companies and
the duties and responsibilities of securities regulatory authorities, etc. The Securities Law further
regulates that a domestic enterprise issuing securities overseas directly or indirectly or listing their
securities overseas shall comply with the relevant provisions of the State Council and for subscription
and trading of shares of domestic companies using foreign currencies, detailed measures shall be
stipulated by the State Council separately. The CSRC is the securities regulatory body set up by the
State Council to supervise and administer the securities market according to law, maintain order in the
market, and ensure the market operates in a lawful manner. Currently, the issue and trading of H shares
are principally governed by the regulations and rules promulgated by the State Council and the CSRC.
Overseas Listings
On February 17, 2023, the CSRC released several regulations regarding the management of filings
for overseas offerings and listings by domestic companies, including the Overseas Listing Trial
Measures together with 5 supporting guidelines (together with the Overseas Listing Trial Measures,
collectively referred to as the “ Overseas Listing Regulations ”). Under Overseas Listing Regulations,
PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or
indirect means, are required to file the required documents with the CSRC within three working days
after its application for overseas listing is submitted.
The Overseas Listing Regulations provides that no overseas offering and listing shall be made
under any of the following circumstances: (i) such securities offering and listing is explicitly prohibited
by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities
offering and listing may endanger national security as reviewed and determined by competent
authorities under the State Council in accordance with law; (iii) the domestic company intending to
make the securities offering and listing, or its controlling shareholders 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 make the securities offering and listing is suspected of committing crimes or
major violations of laws and regulations, and is under investigation according to law 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 or by other shareholders that are controlled by the
controlling shareholder and/or actual controller. Additionally, the Overseas Listing Regulations
stipulates that after an issuer has offering and listing securities in an overseas market, the issuer shall
submit a report to the CSRC within three working days after the occurrence and public disclosure of (i)
a change of control thereof, (ii) investigations of or sanctions imposed on the issuer by overseas
securities regulators or relevant competent authorities, (iii) changes of listing status or transfers of
listing segment, and (iv) a voluntary or mandatory delisting. Overseas offering and listing by domestic
companies shall be made in strict compliance with relevant laws, administrative regulations and rules
concerning national security in spheres of foreign investment, cybersecurity, data security and etc., and
duly fulfill their obligations to protect national security.
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On February 24, 2023, the CSRC and three other relevant government authorities jointly promulgated
the Archives Rules. Pursuant to the Archives Rules, where a domestic enterprise provides or publicly
discloses any document or material that involving state secrets and working secrets of state agencies to the
relevant securities companies, securities service institutions, overseas regulatory authorities and other
entities and individuals, it shall report to the competent department with the examination and approval
authority for approval in accordance with the law, and submit to the secrecy administration department of
the same level for filing.
Regulations on the H-share Full Circulation
“Full circulation” refers to the circulation of domestically unlisted shares of H-share listed
companies on the stock exchange, including domestically unlisted shares held by domestic shareholders
prior to overseas listing, additional domestically unlisted shares issued after overseas listing and
unlisted shares held by holders of foreign shares, etc. 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 “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 the
said application for full circulation.
On December 31, 2019, CSDC and the Shenzhen Stock Exchange jointly announced the Measures
for Implementation of H-share “Full Circulation” Business (Hٰ“ஷ”) (the
“Measures for Implementation ”). The businesses of 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. in relation to the H-share “full
circulation business”, are subject to the Measures for Implementation.
In order to fully promote the reform of H-shares “full circulation” and clarify the business
arrangement and procedures for the relevant shares’ registration, custody, settlement and delivery, the
Shenzhen subsidiary of CSDC issued the Guidelines for H-share “Full Circulation” Business of China
Securities Depository and Clearing Corporation Limited Shenzhen Branch in June 2025. which
specified the business preparation, account arrangement, cross-border share transfer registration and
overseas centralized custody, etc. In September 2024, China Securities Depository and Clearing (Hong
Kong) Co., Ltd. (“ CSDC (Hong Kong) ”) also promulgated the Guide to the Program for Full
Circulation of H-shares (ʕ਷ᗇՎ೮াഐၑ (ಥ)ʮ̡Hٰ“ஷ”), which specifies
the business preparation, account arrangement, cross-border share transfer registration and overseas
centralized custody, and other relevant matters.
PRC LA WS AND REGULATIONS ON THE IMPORT AND EXPORT OF GOODS
Foreign Trade Law of the People’s Republic of China and the Measures for the Filing and
Registration of Foreign Trade Operators
The Foreign Trade Law of the People’s Republic of China () was
promulgated by the SCNPC on May 12, 1994, implemented on July 1, 1994, and most recently
amended on December 27, 2025 and implemented on March, 1, 2026, and the Measures for the Filing
and Registration of Foreign Trade Operators () were issued by the
MOFCOM on June 25, 2004, implemented on July 1, 2004, and most recently issued and implemented
on May 10, 2021. As per these laws, regulations and measures, the state permits the free import and
export of goods and technology.
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Regulations on the Administration of the Filing of Customs Declaration Entities of the People’s
Republic of China
The Regulations on the Administration of the Filing of Customs Declaration Entities of the
People’s Republic of China ( ) were promulgated by the
General Administration of Customs on November 19, 2021, and implemented on January 1, 2022.
According to these regulations, consignees and consignors of import and export goods and customs
declaration enterprises shall obtain the qualifications of market entities if they apply for filing.
The Regulations on the Administration of the Import and Export of Goods of the People’s
Republic of China
In accordance with the Regulations on the Administration of the Import and Export of Goods of
the People’s Republic of China (ආ̈ɹ၍ଣૢԷ ) issued by the State Council
on December 10, 2001, implemented on January 1, 2002, and most recently revised on March 10, 2024
and implemented on May 1, 2024, goods that are prohibited from being imported are not allowed to be
imported, and goods that are prohibited from export are not allowed to be exported.
The Import and Export Commodity Inspection Law of the People’s Republic of China and the
Implementation Regulations of the Import and Export Commodity Inspection Law of the People’s
Republic of China
According to The Import and Export Commodity Inspection Law of the People’s Republic of
China () promulgated by the SCNPC on February 21, 1989, and
most recently revised and implemented on April 29, 2021, and the Implementation Regulations of the
Import and Export Commodity Inspection Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ආ
ૢԷ) issued by the former State Bureau of Import and Export Commodity
Inspection on October 23, 1992 and most recently amended on March 29, 2022 and implemented on
May 1, 2022 by the State Council, consignees or consignors of import and export commodities may
handle inspection procedures themselves or entrust an agent inspection application enterprise to do so.
When consignees or consignors of import and export commodities handle inspection procedures, they
must file with the entry-exit inspection and quarantine authorities in accordance with the law.
SANCTIONS LA WS AND REGULATIONS
United States
OFAC is the primary agency responsible for administering U.S. sanctions programmes against
targeted countries, entities, and individuals. “Primary” U.S. sanctions apply to “U.S. persons” or
activities involving a U.S. nexus (e.g., funds transfers in U.S. currency even if performed by non-U.S.
persons), and “secondary” U.S. sanctions apply extraterritorially to the activities of non-U.S. persons
even when the transaction has no U.S. nexus. Generally, U.S. persons are defined as entities organized
under U.S. law (such as companies and their U.S. subsidiaries); any U.S. entity’s domestic and foreign
branches (sanctions against Iran and Cuba also apply to U.S. companies’ foreign subsidiaries or other
non-U.S. entities owned or controlled by U.S. persons); U.S. citizens or permanent resident aliens
(“green card ” holders), regardless of their location in the world; individuals physically present in the
United States; and U.S. branches or U.S. subsidiaries of non-U.S. companies.
Depending on the sanctions program and/or parties involved, U.S. law also may require a U.S.
company or a U.S. person to “block” (freeze) any assets/property interests owned, controlled or held for
the benefit of a sanctioned country, entity, or individual when such assets/property interests are in the
United States or within the possession or control of a U.S. person. Upon such blocking, no transaction
may be undertaken or effected with respect to the asset/property interest — no payments, benefits,
provision of services or other dealings or other type of performance (in case of contracts/agreements)
— except pursuant to an authorization or license from OFAC.
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OFAC’s comprehensive sanctions programmes currently apply to Cuba, Iran, North Korea, Syria,
the Crimea region of Russia/Ukraine, and the self-proclaimed Luhansk People’s Republic (“ LPR”) and
Donetsk People’s Republic (“ DPR”) regions (the comprehensive OFAC sanctions programme against
Sudan was terminated on October 12, 2017). OFAC also prohibits virtually all business dealings with
persons and entities identified in the SDN List. Entities that a party on the SDN List owns (defined as a
direct or indirect ownership interest of 50% or more, individually or in the aggregate) are also blocked,
regardless of whether that entity is expressly named on the SDN List. Additionally, U.S. persons,
wherever located, are prohibited from approving, financing, facilitating, or guaranteeing any transaction
by a non-U.S. person where the transaction by that non-U.S. person would be prohibited if performed
by a U.S. person or within the United States.
United Nations
The United Nations Security Council (the “ UNSC”) can take action to maintain or restore
international peace and security under Chapter VII of the United Nations Charter. Sanctions measures
encompass a broad range of enforcement options that do not involve the use of armed force. Since
1966, the UNSC has established 30 sanctions regimes.
The UNSC sanctions have taken a number of different forms, in pursuit of a variety of goals. The
measures have ranged from comprehensive economic and trade sanctions to more targeted measures
such as arms embargoes, travel bans, and financial or commodity restrictions. The UNSC has applied
sanctions to support peaceful transitions, deter non-constitutional changes, constrain terrorism, protect
human rights and promote non-proliferation.
There are 14 ongoing sanctions regimes which focus on supporting political settlement of
conflicts, nuclear non-proliferation, and counter-terrorism. Each regime is administered by a sanctions
committee chaired by a non-permanent member of the UNSC. There are ten monitoring groups, teams
and panels that support the work of the sanctions committees.
United Nations sanctions are imposed by the UNSC, usually acting under Chapter VII of the
United Nations Charter. Decisions of the UNSC bind members of the United Nations and override other
obligations of United Nations member states.
European Union
Under European Union sanction measures, there is no “blanket” ban on doing business in or with
a jurisdiction targeted by sanctions measures. It is not generally prohibited or otherwise restricted for a
person or entity to do business (involving non-controlled or unrestricted items) with a counterparty in a
country subject to European Union sanctions where that counterparty is not a Sanctioned Person and
not engaged in prohibited activities, such as exporting, selling, transferring or making certain controlled
or restricted products available (either directly or indirectly) to, or for use in a jurisdiction subject to
sanctions measures, provided that no funds and economic resources are made available to the
Sanctioned Persons.
United Kingdom and United Kingdom overseas territories
As of January 1, 2021, the United Kingdom is no longer an EU member state. EU law including
EU sanctions measures continued to apply to and in the United Kingdom until December 31, 2020. EU
sanctions measures had also been extended by the United Kingdom on a regime-by-regime basis to
apply in the United Kingdom overseas territories, including the Cayman Islands. Starting from January
1, 2021, the United Kingdom applies its own sanctions programs and has extended its autonomous
sanctions regimes to apply to and in the United Kingdom overseas territories.
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Australia
The Australian restrictions and prohibitions arising from the sanctions laws apply broadly to any
person in Australia, any Australian anywhere in the world, companies incorporated overseas that are
owned or controlled by Australians or persons in Australia, and/or any person using an Australian flag
vessel or aircraft to transport goods or transact services subject to United Nations sanctions.
U.S. EXPORT CONTROLS
The United States has increased export controls restrictions through the Export Administration
Regulations (the “ EAR”), administered by the Bureau of Industry and Security of the U.S. Department
of Commerce (the “ BIS”). The EAR maintains a list of commodities, including items, software, and
technology, that are subject to export controls (the “ Commerce Control List ”), which set out the level
of restrictions that the listed commodities are subject to, based on the nature of the product, i.e. type of
commodity, software or technology and its respective technical parameters, as stated under each Export
Control Classification Number (“ ECCN”) in the Commerce Control List. The export restrictions can be
determined by the level of restrictions (i.e. the reason for such control) that the listed commodities are
subject to, for example anti-terrorism and regional stability.
During the Track Record Period, the Group procured certain types of products classified as
ECCNs 5A991 or 5A992.c. ECCN 5A991 covers certain listed telecommunications and information
security equipment. ECCN 5A992.c covers certain listed information security systems, equipment and
components that are classified as mass market encryption items. ECCN 5A991 and ECCN 5A992.c are
controlled for anti-terrorism reasons (“ AT Controlled Products ”). For AT Controlled Products, a
license application for exports to the following destinations or end-users is required: (i) any entity
designated on the Entity List, Denied Persons List, or Unverified List maintained by the U.S.
Department of Commerce’s BIS (collectively, the “ BIS Lists ”); and/or (ii) any entity headquartered in,
ordinarily resident in, or owned or controlled by governments of any Comprehensively Sanctioned
Countries, as well as Russia and Belarus. However, when ECCN 5A992.c items meet or exceed the
performance parameters defined in ECCN 3A090 (which covers certain listed integrated circuits) or
4A090 (which covers certain listed computers and certain related equipment, electronic assemblies and
components), they are categorised as ECCN 5A992.z, such as servers. Items categorised as ECCN
5A992.z are controlled for Regional Stability (“ RS”) and Anti-Terrorism (“ AT”) reasons. Under the RS
control, it imposes a license requirement for exports, reexports and transfers (in-country) to or within
China, and the license application is subject to presumption of denial, Under the AT control, these items
are prohibited (i) from exports, reexports and transfers (in-country) to Comprehensively Sanctioned
Countries, and (ii) entities designated on the BIS Lists.
U.S. TARIFFS
On May 14, 2024, the Office of the United State Trade Representative announced a plan to raise
the tariff rate applicable to U.S. imports of electric vehicles from China from 25% to 100%. On
September 13, 2024, the United States Trade Representative announced the final Section 301 tariff
increases on imports from China, which imposed a tariff rate of 100% effective from September 27,
2024. China responded with increased tariffs. Since February 2025, both countries raised reciprocal
tariffs on each other’s imported goods to 125%. However, on May 12, 2025, both the U.S. and China
modified these tariff measures: the U.S. removed the 125% tariff and temporarily reduced tariffs on
Chinese goods to 10% by suspending a 24% duty for 90 days. The PRC government announced the
same tariff adjustments, removing the 125% retaliatory tariff and cutting tariffs on U.S. goods from
34% to 10% for the same period. On August 12, 2025, both the U.S. and China announced to extend
these tariff measures for another 90 days. The applicable Section 301 Tariff rates on our products
imposed by the U.S. government are 7.5% or 25% (in addition to any of the applicable most favored
nation rate and reciprocal tariff rate, which are applied cumulatively). On November 1, 2025, the U.S.
government announced that the 10% reciprocal tariff will be maintained until November 10, 2026.
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OVERVIEW
We are an intelligent robotics company defined by our robotic control systems, or what we call
the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies
form the foundation of our intelligent robot offerings. Leveraging our market position and technology
in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop
development, acquisition and use of intelligent robots across real-world scenarios.
At the core of every intelligent robot is its control system, which consists of the embedded robotic
controller within the robot and the software deployed in the cloud. The controller governs core robotic
functions such as perception, positioning, decision-making and motion control, and operates through a
layered technology stack that includes VLA, reinforcement learning, end-to-end navigation models and
SLAM, orchestrating sensors and actuators to enable autonomous operation. The cloud-based software
uses advanced scheduling and optimization algorithms to assign tasks to a wide range of robots through
a unified communication interface, which coordinates robot actions among different robot types to
enable efficient execution at both individual and fleet levels.
AI accelerates the development of adaptive learning and autonomous decision-making capabilities
in intelligent robots, driving a new wave of growth throughout the global robot market. The size of the
global intelligent robot market exceeded RMB307.4 billion in 2025 and is projected to reach RMB850.0
billion by 2030, representing a CAGR of 24.6% from 2026 to 2030.
Despite strong momentum, the intelligent robot industry continues to encounter structural barriers
to development, acquisition and use. These challenges are rooted in the complexity and variability of
industrial operating conditions, where requirements differ significantly across jobsites and use cases. In
the upstream supply chain, components such as LiDAR, cameras, motors and batteries are supplied by a
vast and diverse array of suppliers, whereas downstream, over 10,000 integrators serve end customers,
yet the lack of interoperability between robots from different suppliers in diverse deployment
environments hinders fleet coordination and reduces operational efficiency.
Founded on our expertise in robotic control systems and data accumulated from thousands of
distinct operating conditions, we enable integrators and end customers to adopt intelligent robots with
ease. We have built a broad customer base of over 2,000 integrators and end customers spanning more
than 35 countries and regions. In 2025, we generated 82.7% of our revenue in the Chinese Mainland,
with the remaining portion derived from overseas markets. Integrators incorporate our products into
broader automation solutions by adding components, software and custom engineering to meet their
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clients’ specific application needs. End customers include enterprises in various industries. Serving both
segments allows us to stay attuned to evolving industrial demands, refine our products for diverse
applications, expand our market reach and deepen industry expertise. To date, more than 2,000 robot
models have been deployed through our platform in over 20 sectors, including 3C, automotive,
automation equipment, new energy, semiconductors, construction machinery and biopharmaceuticals.
Our Products
We offer controllers, software, robots and accessories all under one roof to simplify development,
acquisition and use for a wide spectrum of industries and applications.
Robotic Controllers
The SRC series controllers, developed in-house and embedded within the robot as the “brain,”
execute core functions such as perception, positioning, decision-making and motion control. They
support advanced capabilities such as SLAM, navigation in changing environments, obstacle avoidance,
visual-semantic recognition and robot and model parameter configuration. By integrating these core
functions within a unified architecture, our SRC series controllers orchestrate and execute substantially
all mission-critical functions of intelligent robots. With broad interface compatibility, the controllers
connect to a wide array of sensors and actuators and run a fusion of intelligent algorithms spanning
visual-language mapping, VLA, reinforcement learning and end-to-end navigation models to drive
autonomous behavior in intelligent robots.
Built to industrial-grade standards, each SRC series controller integrates chips and coprocessors
within a heterogeneous architecture that delivers high-stability, low-latency performance and strong
generalization for various deployment types. As of December 31, 2025, our controllers are compatible
with more than 400 component types, enabling customers to build their own robots like stacking
functional blocks without requiring in-depth knowledge of hardware compatibility or robotics
engineering and thereby accelerating development cycles.
Our robotic controllers achieved higher sales volumes and maintained substantially higher gross
margins than robots throughout the Track Record Period, with gross margins of 85.2%, 81.0% and
79.8% in 2023, 2024 and 2025, respectively. While robots contributed a larger portion of our revenue
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due to their higher selling prices arising from the inclusion of mechanical structures and other physical
components, revenue contribution alone may not fully reflect the breadth of deployment and
technological value delivered through our robotic controllers.
Software
Our proprietary software, hosted on cloud servers and acting as the cloud-based “brain” of the
robot, functions as the central command system for robot fleet operations. It enables full-cycle digital
operations ranging from mission planning, project simulation, intelligent scheduling, decision support
and human−robot collaboration. Our software suite, typically deployed on customers’ private clouds,
includes the M4 smart scheduling and management system and the Meta series of visualization
software. It integrates with enterprise systems to receive operational instructions and connects with
robots to allocate tasks and report execution status. Using a unified communication interface and
standardized controller protocols, the suite enables centralized coordination among heterogeneous fleets
in varied use cases.
Our M4 system innovates to integrate the functions of FMS, WCS and WMS into an all-in-one
platform. M4 combines advanced scheduling algorithms, optimization algorithms and an easy-to-use
development framework, allowing large robot fleets to respond and execute promptly and adapt to
changing business needs. Meta-World, our flagship visualization software powered by 3D rendering and
visualization technologies, creates a synchronized, real-time virtual replica of physical environments,
enabling visualization of operational status and simulation of process adjustments, thereby enhancing
monitoring efficiency through real-time anomaly detection and improving control efficiency by
allowing pre-deployment testing of modifications in a secure environment. Additionally, we have
developed a simulation platform based on world models, which enables the construction of virtual
environments for intelligent robot operation and supports data generation within simulated scenarios.
Robots
Our Nebula system curates a catalog of over 1,000 robot models equipped with SRC series
controllers, covering wheeled humanoid robots, legged robots, lifting robots, pallet trucks, stacker
forklifts, counterbalanced forklifts, carton transfer autonomous robots, cleaning robots and all-terrain
robots. Each robot in our portfolio is equipped with our proprietary SRC series controllers, through
which we commercialize and scale our control technologies across diverse deployment scenarios.
Through a “what-you-see-is-what-you-get” interface, our customers configure robots by selecting
functions, components and appearance in real time, similar to vehicle customization. Once configured,
the system immediately generates corresponding pricing, lead time and lifecycle service details.
We coordinate with manufacturing partners within our robotic ecosystem to produce robots
featuring customer-selected configurations. In the case of our wheeled humanoid robots, for example,
our component arsenal includes key modules such as joint motors, vision sensors and dexterous hands.
Using a 3D visual configurator, our customers can complete a full humanoid configuration in a short
time. Our operational systems connect directly to the configured robots equipped with SRC series
controllers to enable real-time scheduling and command execution in on-site deployments.
The key features of our intelligent robots include:
 Reliable navigation and positioning functions . Our intelligent robots support multiple
positioning and navigation technologies, including SLAM, 3D feature positioning and visual
simultaneous localization and mapping (“ VSLAM ”). Even in highly variable environments,
they are able to move accurately and stably by using natural features for spatial recognition.
These capabilities deliver reliable performance in real-world scenarios and support steady
and smooth operations in challenging and dynamic environments.
 Fleet-wide collaboration . Empowered by the SRC series controllers and software, different
robot models can seamlessly interoperate within the same scenario. Customers can manage
multiple robots in parallel, which raises operational efficiency and reduces the cost of
automation.
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 Advanced visual perception and autonomous execution . Our intelligent robots leverage
2D/3D visual technologies to deliver real-time environmental intelligence, enabling
identification of pallets, material racks, QR codes and complex geometries through deep
learning-enhanced shape detection. We also support spatial intelligence such as visual
segmentation, object pose estimation and hand−eye calibration for accurate spatial
interaction, and autonomous execution of environment-aware operations after recognition
(such as grasping, placement, navigation adjustments) which minimizes customized,
environmental retrofits and manual intervention.
We enable our customers to build and deploy fully customized intelligent robots with a compact
team of electrical and mechanical engineers. Robots available through our Nebula system are applied in
over 20 sectors under distinct operating conditions, offering fast configuration, flexibility and reduced
technical constraints.
Accessories
To enhance the functionality and adaptability of our robotic controllers and robots, we provide a
wide range of peripheral accessories, including sensors, power modules and end-effectors. While these
accessories are developed and manufactured by third parties, we incur substantial technical costs to
ensure seamless interoperability with our robotic controllers and robots. We maintain a dedicated
technical team responsible for adaptation and integration, which includes setting specific technical
requirements for suppliers and adjusting our robotic systems to achieve optimal compatibility. The
configuration, customization and integration of these accessories are led by us to ensure system-level
consistency. In addition, we provide after-sales services for accessories, including installation support
and technical assistance, to help customers tailor robotic solutions adaptive to evolving operational
scenarios.
Beyond broadening application flexibility, our accessories also simplify the acquisition and use
processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce integration
barriers, shorten lead times and streamline robot assembly, thereby strengthening our one-stop robotic
platform.
Our Technological Capabilities
Our products combine reliability, ease of use and cross-industry adaptability into a single robotic
control system. Our technological strengths are reflected in three key dimensions: reliability, usability
and generalization.
Reliability
High Precision We are the first in the intelligent robot industry to achieve SLAM accuracy at
±2 mm validated through deployment in diverse industrial conditions. Our
robotic control system supports a range of localization and navigation
technologies, including LiDAR-based SLAM, real-time kinematic (“ RTK”)
positioning for outdoor use, 3D feature-based localization and VSLAM, to
deliver high-precision results with as little as approximately 10% reference
points required in the environment.
High Efficiency Our proprietary software integrates multi-robot scheduling with enterprise
systems to enable coordinated management and task optimization within
heterogeneous fleets. In actual deployments, our software orchestrates robot
operations through distinct factory zones spanning production lines, line-side
storage and warehouses using a unified scheduling engine, which elevates
cross-functional task coordination and execution efficiency in multiple
deployment scenarios.
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High Durability Our industrial-grade robotic controllers are technically validated through a
series of key international safety and performance standards, including
CE-EMC, CE-LVD, CE-MD and Underwriters Laboratories (“ UL”), which,
according to CIC, indicate that our controllers deliver superior usability and
operating stability in demanding industrial applications. These certifications
demonstrate the controllers’ robust durability by effectively mitigating
electromagnetic interference, protecting against electrical hazards, preserving
mechanical integrity and reducing unplanned downtime. Our robotic control
systems adapt flexibly to diverse configurations and deliver stable
performance under challenging operating conditions.
High Consistency Through our self-calibration algorithms which enable sensors to automatically
compute internal and external parameters by scanning environmental objects,
our robotic control system reduces systematic errors arising from variations in
configuration, mechanics and assembly. As a result, robots operating in the
same environment can deliver consistent performance, which elevates
uniformity among different models within a fleet.
High Safety According to CIC, our robotic control system is the first in the industry
globally to achieve functional safety certifications, including ISO 13849, IEC
61508 and IEC 62061, which validate its application in safety-critical
industrial scenarios. Our safety modules draw on validation across thousands
of diverse application scenarios supported by a software control layer to
simplify safety management.
Usability
Easy Development Our SRC series controllers are compatible with over 400 component types,
which offer customers significant flexibility in hardware selection.
Complemented by our Roboshop and Robocare software, integrators can
easily configure robots and perform development tasks (such as sensor
calibration, navigation path configuration and custom function setup) by
using simple graphical operations. This reduces customer dependency on
low-level programming and at the same time eliminates the need for
specialized expertise in control theories or algorithmic principles.
Furthermore, the open-script framework allows engineers to utilize
script-based interfaces for complex action customization and extend robot
functionality through secondary development modules, which effectively
reduces the development cycle.
Easy Acquisition Our proprietary Nebula system enables non-technical users of integrators and
end customers (such as procurement teams and production managers) to
quickly select and configure robots to their exact needs through intuitive
controls. Beyond core development tasks, Nebula simplifies the selection and
configuration of complete robots through user-friendly model selection,
hardware option matching and cosmetic feature customization. Customers
configure critical operational parameters such as shuttle width, payload
envelope dimensions and laser navigation settings in real time, seeing how
choices affect their configuration. This live-adjustment capability generates
deployment-ready robots with accelerated commissioning timelines. Nebula
also provides production-to-deployment tracking, which allows customers to
track progress at every milestone and accelerate field deployment of
intelligent robots.
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Easy Use We offer a suite of proprietary software, such as the M4 smart scheduling and
management system and the Meta series of visualization software, built for
multi-environment deployment. These systems enable full-cycle digital
operations ranging from mission planning, project simulation and intelligent
scheduling to decision support and human−robot collaboration. Our software
accommodates both graphical low-code development and code-based
customization in any programming language. Customers can choose their
preferred development methods based on technical preferences to build
navigation paths and specialized features. Within a short training period,
technical teams can complete robot solution customization, which enhances
development efficiency compared to traditional workflows and thus makes it
easier to adopt customized robotic applications.
Generalization
High-Generalization
Capability
As the robot industry advances into the R3.0 generation, the shift toward
software generalization and hardware contextualization has become
increasingly pronounced. Generalization is thereby one of the core
technological capabilities of robotics companies. Drawing on deep experience
across sectors including 3C, automotive, automation equipment, new energy,
semiconductors, construction machinery and biopharmaceuticals, our high
generalization capability is manifested across robot and software domains.
Robots with High Generalization Capability. Our VLA architecture gives
different robot types access to a unified model backbone, allowing a single
model to support varied tasks across multiple environments. We train VLA
using data from intelligent forklifts and other mobile platforms, then extend
the model to higher-degree-of-freedom systems through transfer learning,
including humanoid robots. VLA-driven embodied forklifts are already
deployed in unstructured settings and can follow natural-language instructions
to complete material-handling tasks. Our wheeled humanoid robots are also
undergoing pilot runs at customer sites, collecting operational data that
further strengthens the model’s generalization capability.
Software System with High Generalization Capability. Our software stack
supports mixed scheduling of multi-brand, multi-model robots and enables
out-of-the-box deployment across different operating scenarios. The in-house
low-code engine uses a modular, building-block approach to help customers
build and adjust workflows and interfaces quickly as production conditions
change. With integrated large language model capability, the system interprets
natural-language descriptions of user needs and auto-generates low-code
modules, scripts and interfaces, increasing adaptability to varied business
scenarios. We also developed a world model-based simulation platform that
provides virtual operating environments for robot training, data generation
and data collection, accelerating generalization across different tasks and
conditions.
Our Business Model
We facilitate the sale of integrated robotic products, robotic components and accessories,
streamlining the development, acquisition and use of intelligent robots. We provide a wide range of
options to meet diverse customer needs, spanning building customized robots, selecting pre-configured
models, managing robotic operations and accessing toolchain and knowledge base for continuous
improvement.
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We collaborate closely with integrators, end customers and suppliers to deliver comprehensive
robotics products spanning controllers, robots, software and accessories. Through these partnerships, we
gain deep insight into customer requirements and application environments, enabling precise definition
of technical parameters and tailored hardware configurations. Across all product categories, we retain
full ownership of designing, developing and integrating core technologies and engaging external
partners for manufacturing and component sourcing. For robotic controllers, we lead product
architecture and hardware design alongside proprietary software and algorithm development.
Manufacturing and assembly are outsourced to qualified partners under our strict quality verification
protocols. For robots, we lead product design, engineering solutions and industrial design, while
external manufacturers execute mechanical design, structural fabrication, and assembly under our
quality management oversight. Our software products, which are typically bundled with our controllers
and robots, are fully self-developed, covering design, software and algorithm development and testing.
For accessories such as LiDAR and cameras, we define technical parameters and conduct several
rounds of testing to ensure compatibility with our products. Only after passing this process are the
accessories made available for customer purchase. Throughout our integrated workflow, we sustain
active technical engagement and implement independent quality control to fulfill customer expectations.
Our Dual-Flywheel Strategy
We operate under the dual flywheels of “technology + product,” synergizing customer-specific
adaptation with scalable deployment across industries. Our business model has strengthened our ability
to commercialize robotics solutions in a wide range of industrial environments and operational settings.
Our technology flywheel strengthens the advancement of our AI-powered robotic brain. This cycle
begins with our high-reliability, AI-based control system, the “brain” underpinning all our intelligent
robots. The continuous refinement and optimization of our technology progressively lower both the
technical thresholds and deployment barriers for customers, enabling them to adopt robotic products
and solutions with ease. The wider adoption of our products across different application scenarios
generates operational data and customer feedback. We use these insights to improve our products and
technology, which enhances robotic performance and expands functionalities. These enhancements
further reduce barriers and encourage even broader deployment, further accelerating the momentum of
the flywheel.
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Our product flywheel leverages the growing adoption of our products to empower the entire robot
industry value chain. By reducing acquisition costs and shortening delivery timelines, our technology
enables downstream stakeholders to rapidly deploy a wide array of intelligent robots. Stakeholders
efficiently integrate diverse functionalities into their chosen robots by utilizing our software and
toolchains for component selection, adaptation and collaborative co-development with third-party
manufacturers, which optimizes our supply chain network and enhances industry-wide production
efficiency, thereby stimulating product adoption and solidifying the virtuous cycle.
Case Study
Our AI-powered carton transfer autonomous robots can identify and grasp cartons using QR
code scanning, a capability that has already been successfully deployed in real-world scenarios.
However, as we expanded our customer base, we observed that end customers in manufacturing and
logistics industries could not always apply QR codes due to operational challenges, such as irregular
carton surfaces or dynamic workflows. In response, we developed a machine learning-based vision
system capable of QR code-free visual recognition and grasping, which eliminated dependency on
coded labels. This innovation allowed us to replace standard QR cameras with RGB cameras as the
default configuration, which enhanced flexibility and broadened applicability across more complex
environments.
To further simplify adoption, we introduced a data training module on Roboshop allowing end
customers to upload sample carton data prior to deployment. Based on such data, the module is
trained to recognize and handle diverse carton types, reducing the time required for deployment and
adaptation. Continuous optimization has since reduced deployment time while improving
pick-and-place accuracy, which reinforces our robots’ AI-powered adaptability.
By improving the generalization capability of our carton transfer autonomous robots, we not
only enriched our robot portfolio but also reinforced the broader supply chain ecosystem, driving
down procurement costs for automotive part integrators and end customers who operate in QR
code-free environments, cutting lead times for RGB-camera robot deployments and accelerating the
widespread adoption of codeless visual recognition technology in carton transfer autonomous robots.
Our commercialization capabilities are closely linked to the dual flywheels. Leveraging our
self-developed control system, we equip stakeholders within our ecosystem with robotic products and
solutions applicable for various sectors such as 3C, automotive, automation equipment, new energy,
semiconductors, construction machinery and biopharmaceuticals. Our solutions span various robotic
types, ranging from lifting robots and intelligent forklifts to wheeled humanoid robots, each featuring
unified communication interfaces that simplify deployment for different use cases. During the Track
Record Period, we experienced steady and strong growth. Our revenue increased from RMB249.0
million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in 2025, representing a
CAGR of 33.2% from 2023 to 2025. In 2023, 2024 and 2025, our gross profit margin was 49.2%,
45.9% and 47.4%, respectively. We recorded a net loss of RMB47.7 million, RMB42.3 million and
RMB47.1 million in 2023, 2024 and 2025, respectively, and our adjusted net loss (non-IFRS measure)
was RMB20.9 million, RMB10.6 million and RMB2.9 million, respectively.
OUR STRENGTHS
The Intelligent Robot Engine Built on Deep Technical Infrastructure
We enable one-stop development, acquisition and use of intelligent robots across real-world
scenarios. According to CIC, we ranked first globally in terms of robotic controller sales volume in
2025, with a market share of 24.8%. The number of customers from whom we generated revenue
increased from 587 in 2023 to 832 in 2024, and further to 1,150 in 2025, and we served over 2,000
customers as of December 31, 2025, which underscores the continued momentum and value of our
platform.
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According to CIC, we are the first in the intelligent robot industry to independently build a
full-process development toolchain for intelligent robots, which, together with our Nebula system and
data repository, forms the foundation of our business. Our toolchain powers the entire development
cycle, ranging from coding, simulation, performance analysis, debugging, testing, building, deployment
and operations, enabling developers to build, deploy and manage robots within a single platform. Our
Nebula system connects customers with upstream suppliers within our ecosystem and delivers them
workflow-ready robotic solutions. Our data repository complements these efforts by offering end-to-end
automation for data collection, cleaning, labeling, storage and management, creating a solid foundation
for model training and deployment that advances AI development and propels our technology flywheel.
Our knowledge base, built from operational experience and technical know-how gained through
deployments across varied industrial scenarios, is the first open-access, structured knowledge
framework in the intelligent robot industry, according to CIC. It empowers stakeholders within the
entire value chain and continuously evolves through robot log data generated by customers. With our AI
capabilities, we iteratively enhance our robotic control systems to deliver solutions that satisfy high
standards of reliability, usability and generalization. High reliability meets the precision and safety
demands of industrial use cases, usability allows customers to flexibly configure robotic applications
for specific tasks, and generalization supports deployment in more than 20 sectors, each with unique
technical and operational constraints.
By anchoring our ecosystem on a unified set of robotics capabilities, we bring efficiency to every
layer of the robotics value chain and accelerate innovation at scale. For integrators and end customers,
we significantly shorten development cycles and increase flexibility in robot design and deployment,
thereby making it easier for intelligent robot development, acquisition and use. For upstream
component suppliers, we aggregate fragmented hardware capabilities and connect them with our
advanced control systems and software, which expands access to enterprises in multiple industries and
fosters growth throughout the ecosystem. As our business scales and our technical capabilities advance,
our ecosystem continues to expand, amplify network effects and enable broader industrial adoption.
Strong Technological Capabilities Powering Robotics Innovation
We are widely recognized in the intelligent robot industry for our continuous innovation and
first-of-their-kind breakthroughs.
We are advancing and implementing physical AI to enhance how robots perceive, reason and act
within the physical world. According to CIC, we introduced the SRC-5000, the first controller
integrating embodied AI in the world, which addresses long-standing challenges in synchronizing
hand−eye−foot movements and introduces a complete perception, decision-making and execution
architecture. In May 2025, our debut of the world’s first embodied intelligent forklift brought embodied
AI from the robotic controller to an industrial machine. According to the same source, we are also
among the first in the intelligent robot industry to deploy large multimodal models onboard robots,
applying visual-language mapping, VLA and end-to-end navigation models in intelligent forklifts and
wheeled humanoid robots, which enables a closed technical loop.
We have advanced software capabilities in the intelligent robot industry. Our integrated software
is built around deep insights into frontline industrial use and brings together scheduling, operational
management and development tooling into a unified system. Adopted by global leaders in sectors
including 3C, automotive, automation equipment and new energy, our solutions have reduced material
handling labor demand by up to 50% compared to pre-deployment levels, which indicates a productivity
gain ranked among the highest in the industry, according to CIC. Powered by machine learning-driven
optimization, our operations system supports one of the broadest sets of deployment scenarios in the
intelligent robot industry, according to CIC. In addition, our low-code engine delivers industrial-grade
usability through a modern technical stack and interface framework, which enables workflow
customization and interface development at more than twice the speed of traditional models, according
to CIC.
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Dual Flywheels Powering AI Capabilities and Commercial Success
Our dual-flywheel strategy driven by both technology and product flywheels has created a
self-reinforcing engine of growth.
The technology flywheel advances the foundation of our robotic control system, expanding
scenario coverage and enabling adaptive optimization at scale, which supports reliable task execution in
varied operational settings and promotes cross-industry generalization. Powered by deep learning and
adaptive algorithms, our “robot brain” delivers robust performance in demanding and variable
environments, which lowers deployment thresholds and extends the reach of intelligent robots within
industrial operations.
The product flywheel has accelerated ecosystem development through an open, modular
architecture. We offer an expanding portfolio of robot models, ranging from lifting robots and
intelligent forklifts to wheeled humanoids, each interoperable with a broad range of components.
Through selective integration and joint development with component suppliers, we have established a
supply chain network that reduces deployment costs, shortens time to deployment and increases access
to robotics solutions for more enterprises. The number of customers from whom we generated revenue
increased from 587 in 2023 to 1,150 in 2025, and our controllers are compatible with over 400
component types as of December 31, 2025. Over the same period, applicable industrial scenarios
increased from around 1,000 in 2023 to several thousand in 2025, and the number of robot models
expanded from over 300 as of January 1, 2023, to over 2,000 as of December 31, 2025.
The compounding effect of this dual-flywheel strategy is reflected in our commercial
performance. Our revenue increased from RMB249.0 million in 2023 to RMB441.9 million in 2025, at
a CAGR of 33.2% from 2023 to 2025. Over the same period, our gross profit margin remained above
45.0%, which positioned us among the top players in the intelligent robot industry, according to CIC.
The convergence of deep technical capability and a scalable infrastructure has reinforced both near-term
business growth and long-term value creation.
Widespread Deployment by High-Profile Enterprises
As global demand for intelligent robots accelerates, the need for flexible, high-performance
robotic solutions continues to grow in major markets. In China, we continue to scale to provide
integrated solutions that combine robotic controllers, software and robots. Since 2021, we have
expanded our footprint beyond China into Europe, North America and Asia. Growing international
demand has created new opportunities for China-based robotics companies, although industry-wide
adoption remains constrained by the lack of standardized interfaces and limited interoperability among
robotics companies. Our modular, standards-aligned solutions built on core technical strengths have
helped overcome these constraints. We have obtained a series of key international certifications,
including CE-EMC, CE-LVD, CE-MD and UL, which reinforce product credibility and enable faster
global rollouts, positioning us as a leader in the global adoption of China-made intelligent robots,
according to CIC. Backed by high-reliability, high-usability and high-generalization capabilities, and
bolstered by a resilient nationwide supply chain, we have served customers in over 35 countries and
regions. As of December 31, 2025, we served over 2,000 customers spanning more than 20 sectors,
including 3C, automotive, automation equipment, new energy, semiconductors, construction machinery
and biopharmaceuticals.
During the Track Record Period, we have completed successful deployments for several global
industrial leaders. In the Netherlands, our intelligent forklifts are deployed at a Philips facility, where
they automate rack transfers, enhance warehouse efficiency and reduce manual labor requirements. For
Schneider Electric, we facilitated a smart factory upgrade through our Resource Dispatching System
(“RDS”), which allocates tasks in real time and coordinates robot movement, thereby contributing to
significant expected annual cost savings. With FAW-V olkswagen, we entered into a strategic partnership
to supply SRC series control systems for robotic development within its engine plant as part of its
broader digital transformation efforts. These projects reflect our ability to address sophisticated
industrial demands and reinforce our leadership in the global intelligent robot industry.
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Seasoned Management with Technical Expertise over 15 Y ears and Market Insights
Our management team brings extensive experience in intelligent robots blending deep technical
knowledge with market foresight. Mr. Zhao, our founder and chief executive officer, holds a bachelor’s
degree in electronic information engineering and a master’s degree in control science and engineering,
both from Zhejiang University. He led the university’s team to two victories in 2013 and 2014 at the
RoboCup World Championship in robotic football. His experience spans system architecture and deep
learning, with a profound background across hardware and software systems. Mr. Zhao has been
recognized among Zhejiang University’s most influential alumni and has received honors including the
Shanghai Emerging Industry Talent and the Mingzhu Leading Talent Award for Pudong New Area.
Mr. Ye Yangsheng, our co-founder and head of product research and development, holds a
bachelor’s degree in control science and engineering (automation) and master’s degree in industrial
design engineering from Zhejiang University. He has extensive experience in robotic system
architecture, machine learning, task scheduling and software development.
Ms. Ding Xia, our head of strategy and marketing, holds a master’s degree from Soochow
University and is an EMBA candidate at China Europe International Business School. Prior to joining
our company, she served as an investment director at ECOV ACS Robotics (603486.SH) and a general
manager of the X-MAN Accelerator, where she gained broad exposure to both capital operations and
commercialization in robotics.
Our management team is among the most experienced and pioneering in China’s intelligent robot
industry. With a deep understanding of industry trends and potential opportunities, they have crafted a
long-term vision underpinned by an agile organizational model. Our management team makes decisions
based on real-time operational data, which allows them to quickly adjust to market changes and meet
customer demands. Their leadership in technology, business strategy and supplier networks fuels the
development of a scalable, globally competitive intelligent robotics company.
OUR STRATEGIES
Continue R&D Efforts to Drive Robotics Innovation
We intend to continue to invest in the development of robotic technologies, strengthening our
technological leadership and competitiveness. Our commitment to innovation is evident in the following
key initiatives.
Advance AI Technology
We are focused on advancing AI technology to drive our core competitiveness in the long run. Our
R&D efforts in AI are focused on the integration and application of multimodal models — combining
large language models and visual models — within robots with an aim to advance robots from task
execution to cognitive intelligence. Through our investments in AI technology, we are committed to
developing robots with autonomous decision-making and natural interaction capabilities, ultimately
realizing the possibility of achieving artificial general intelligence (“ AGI”).
As the robot industry advances into the R3.0 generation, we aim to lead the development of the
“robot brain” by leveraging our wealth of cross-scenario data and AI technology. We believe the
integration of software for different robot types and the consolidation of control systems into a single
framework provides a clear development path for the intelligent robot industry.
Enhance Intelligent Robot Infrastructure
We are building the foundational infrastructure and an end-to-end toolchain that will support the
development of the entire intelligent robot industry. We are investing in a highly reliable, easy-to-use
and adaptable toolchain that simplifies robot development and deployment for end customers. We aim
to make deployment intuitive and quick, offering an “out-of-the-box” experience even for robot users
without specialized training. By establishing industry benchmarks, we aim to simplify the acquisition
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process, foster widespread growth, and create a de facto standard that shapes industry practices, which
will expand access to intelligent robots and unlock new opportunities for component suppliers,
integrators and end customers throughout the robotics value chain.
Our efforts center around scaling the deployment of our robotic controllers and expanding our
customer base. With key infrastructure such as the Nebula system, our end-to-end development
toolchain and a data repository, we are strengthening network effects and enhancing our value as robot
adoption grows.
Advance Embodied AI
We are committed to advancing core technologies for humanoid, bipedal, quadruped and wheeled
robots to establish a strong foundation in the field of embodied AI. Our R&D investments in embodied
AI are focused on enhancing the robot’s ability to operate in complex environments in the real world.
We achieved initial commercialization of embodied intelligent robots by beginning to receive customer
orders for our wheeled humanoid robots in April 2025. We aspire to advance human−robot collaboration
that combines perception, decision-making and execution, which enables future factories to operate as
interconnected systems of intelligent robots working side by side with humans to solve real-world
challenges.
By integrating interdisciplinary technologies, we aim to broaden robot applications from basic
material handling to higher-value industrial tasks, including intelligent manufacturing and precision
assembly. We plan to support this expansion through investment in our multifunctional center that
integrates R&D, operation, assembly and testing functions, as well as acquisitions of and investments in
enterprises in the upstream and downstream segments of the robotics value chain. We believe that our
first-mover advantage in this arena will create a deep AI moat and market advantages to reinforce our
competitive edge.
Build a Collaborative and Inclusive Robotics Ecosystem for Industry-wide Innovation
We are building an open and diversified robotics ecosystem to foster long-term collaboration
within the robotics value chain. Our platform connects hardware, software, application scenarios and
operational services into a unified framework, which enables the expansion of robot and service model
diversity while providing full-spectrum support for our partners.
Through cross-sector collaboration, we are exploring how robots can accelerate innovation in
various industries, including retail, healthcare, education, security and general services, which will
create solutions catering to distinct operational needs and promote the widespread adoption of robotics
across industries and use cases. By developing intelligent, sustainable solutions engineered for specific
sectors, we contribute to industrial transformation and social advancement.
We believe a strong, inclusive platform is key to driving industry-wide adoption and innovation.
To achieve this, we focus on strengthening the ecosystem surrounding our “robot brain” through
in-house developed products and services. We intend to pursue strategic investments and incubation
opportunities to empower the growth of emerging companies, particularly in fields such as sensing
systems, execution systems and integration solutions, which will foster deeper collaboration within the
ecosystem and accelerate its evolution.
Expand Our Product Portfolio and Market Presence
We are focused on expanding our product portfolio, transitioning from AMRs to embodied intelligent
robots, with a particular emphasis on humanoid, bipedal and quadruped robots. This strategic shift aligns with
the R3.0 generation of the robot industry, and we aspire to capitalize on emerging opportunities. For instance,
our wheeled humanoid robot, equipped with the SRC-5000 controller, panoramic cameras, 3D sensors and a
semantic segmentation model, supports multimodal perception, semantic understanding and sophisticated task
execution. Utilizing multiple cameras, the robot’s visual SLAM system allows for real-time mapping and
precise location pinpointing. Additionally, our proprietary visual-language mapping and VLA enable robots to
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understand natural language, identify target positions and perform intricate tasks with
high-generalization capabilities. By deepening our involvement in the field of embodied AI, we aim to
solidify our leadership position and accelerate the widespread adoption of humanoid robots in various
industries.
We will continue to reinforce our market position in the industrial scenarios such as automation
equipment, 3C and new energy. At the same time, we are expanding into high-potential verticals,
including automotive, semiconductors and construction machinery. Our strategic push will diversify our
portfolio and increase our market share in rapidly growing sectors. To support these initiatives, we plan
to establish a multifunctional center for research and development, operation, assembly and testing,
which will enhance our ability to develop and scale intelligent robots.
Broaden Geographic Presence and Enhance Customer Support
We will continue to expand our global business to support customers in the intelligent and
unmanned transformation of their factories worldwide, while enhancing the global influence of our
brand. Our global strategy focuses on optimizing supply chain, sales and services based on specific
market demands and efficiency from a global perspective. We will focus on high-growth regions and
flagship customers, accelerate our penetration in Europe and North America as well as emerging
markets. Specifically, we plan to further strengthen our presence in markets such as the United States,
Germany, Japan, and Thailand. Our initial focus will be on building a global sales and service network.
Next, we will gradually develop localized supply chain systems in key markets. Finally, we will
establish localized product and R&D teams in major markets to better address the unique needs of
customers in those areas.
To enhance customer service experiences in China and globally, we will continue to enhance and
refine our operations and backend systems for intelligent robots while expanding our global after-sales
service network. By addressing obstacles to robot maintenance and after-sales support, we aim to
improve overall service efficiency. Simultaneously, we will optimize sales processes to reduce customer
response times and improve service quality, creating a more effective global customer support system.
Develop a Global Talent Network for Innovation and Growth
Talent is a cornerstone of our long-term development. By attracting, nurturing and retaining top
talent worldwide, we aim to build a robust team that drives ongoing progress. Our efforts will prioritize
recruiting leading technical experts, particularly in critical areas such as AI and robotic control.
Through a diverse, international research and development team, we will foster technological
advancements and sustain our competitive position within the industry.
As we expand globally, we will focus on local talent development and encourage collaboration
among international teams to form a global talent network. By implementing cross-cultural teamwork
practices, we will harness intellectual resources from various geographies, thereby enhancing our
competitiveness in international markets.
To drive long-term growth, we will enhance our incentive programs, including stock options, to
enable key personnel to share in our success and foster a strong sense of team cohesion. Our
transparent performance evaluation system will offer clear career development paths and growth
opportunities and motivate employees to realize their full creative potential and contribute with
enthusiasm.
OUR PLATFORM
We enable one-stop development, acquisition and use of intelligent robots across real-world
scenarios and throughout the entire robotics lifecycle. Our platform is underpinned by a suite of tools,
guidance materials and development resources, including our Nebula system, toolchain, technical
knowledge base and a curated library of industry use cases. Together, they contribute to streamlined and
user-friendly robot development experiences.
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We operate in multiple segments along the industry value chain, encompassing component
development, design and development of robots and development of algorithms and software. In
addition to technical support, we offer a comprehensive product matrix spanning advanced robotic
controllers, robots, software and accessories, all designed for smooth integration, flexible configuration
and instant use. Backed by a reliable end-to-end supply chain, these off-the-shelf products enable
customers to assemble robots and scale robotic solutions in line with their operational requirements.
Whether customers are building robots from the ground up, sourcing ready-to-deploy models or
managing large-scale robot fleets, we are able to offer full-spectrum support.
Easy Development
We are committed to enabling our customers to build customized robots with ease, regardless of
their technical expertise or business size. Our platform offers a full suite of development tools and
resources, centered around four core pillars:
 Robotic controller as the robot brain. Our SRC series robotic controllers function as the
robot brain, pre-integrated with core modules such as perception, positioning,
decision-making and motion control. Designed for general-purpose use and ease of
integration, our controllers are compatible with hundreds of components and enable
deployment across various application scenarios and industries.
 Toolchain consisting of software such as Roboshop and Robocare. Our development
toolchain, including Roboshop and Robocare, streamlines the full development, operation
and maintenance cycle. Roboshop consolidates key workflows into a single intuitive
interface, effectively shortening development cycles. Robocare supports post-deployment
operations and maintenance through visualized log management, automated issue detection
and diagnostic tools.
 Broad component compatibility. Our platform supports more than 400 component types,
giving customers the freedom to configure hardware based on functional requirements and
assemble robotic systems in a modular manner like building blocks.
 Comprehensive knowledge base. Our platform provides a multilingual library of technical
documentation, frequently asked questions and case studies across over 20 sectors. Even if
customers are new to robotics, they can access step-by-step guidance during the development
process.
Easy Acquisition
We lower the barrier to robot acquisition through an integrated ecosystem that simplifies robot
selection, configuration and procurement. Built upon our robotic control system, our platform enables
customers to acquire their ideal robots without grappling with complex supply chains.
 Nebula system. Our Nebula system curates a catalog of over 1,000 ready-to-deploy robot
models across diverse categories. With its user-friendly interface, customers input their
desired functions, components and design preferences. The system then instantly provides
detailed information of the optimal robot model, including pricing, lead times and full
lifecycle information, enabling informed decision-making and seamless procurement.
 Robust supply chain capabilities. Our platform is supported by a mature and resilient supply
chain. We collaborate with component suppliers to secure stable access to over 400
component types. In addition, we focus on the design and development of robots, and
partner with third-party manufacturers to produce high-quality robots that satisfy diverse
demands from our customers and deliver in a timely manner. Our supply chain management
system enables real-time coordination of inventory, logistics and production schedules,
ensuring faster delivery and reduced costs.
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Easy Use
We make operating and managing robots simple with our software suite, particularly the M4 smart
scheduling and management system and the Meta series of visualization software. The software
supports end-to-end digital management from mission planning, project simulation and intelligent
scheduling to decision-making and human−robot interaction.
 M4 smart scheduling and management system improves robot responsiveness. Our M4 smart
scheduling and management system unifies fleet management, warehouse control, and
warehouse management into a single system, providing all-in-one solutions to satisfy
customers’ diverse business needs. Featuring high-flexibility and low-code customization,
M4 enables customers to tailor workflows and interfaces to specific demands.
 Meta series of visualization software simplifies robot monitoring and management. Powered
by 3D rendering and digital twin technologies, our Meta series of visualization software
delivers a real-time digital representation of real-world layouts and robot movements.
Customers are able to monitor robot status, task progress and inventory information within a
visual interface, which provides clear and real-time oversight.
Our platform unifies advanced technologies, practical tools and comprehensive resource that
support the full cycle of intelligent robots from development and acquisition to day-to-day use. By
lowering technical and operational barriers, it empowers customers across over 20 sectors to access and
benefit from robotics.
The following chart sets forth business collaboration flows among our customers, suppliers and
us. It generally takes approximately 100 days, 20 days, 130 days and 40 days from order placement to
acceptance for robots, robotic controllers, software and accessories, respectively.
Company-
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OUR PRODUCTS
We offer robotic controllers, robots integrating our SRC series controllers, software, and various
accessories through our platform. The following table sets forth a breakdown of our revenue by product
offerings for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Robots .................. 148,667 59.8 235,763 69.5 299,911 67.9
Robotic controllers ........... 66,059 26.5 57,413 16.9 85,165 19.3
Software ................. 16,530 6.6 20,297 6.0 23,414 5.3
Accessories (1) .............. 17,767 7.1 25,850 7.6 33,387 7.5
Total ................... 249,023 100.0 339,323 100.0 441,877 100.0
Note:
(1) Consists primarily of LiDARs, cameras and motors.
Robotic Controllers
We began our journey in the intelligent robot industry with a dedicated focus on developing
advanced robotic controllers, laying the technical foundation for our industry leadership. Our robotic
controllers are standardized products, playing a pivotal role in orchestrating robots’ core functions,
including perception, positioning, decision-making and motion control, enabling robots to respond
efficiently to complex real-world tasks. In 2023, 2024 and 2025, we sold 2,553, 4,055 and 7,924 robotic
controllers as standalone products, respectively. We believe our controllers outperform competing
products in the following key areas:
 The robot brain. Our robotic controllers function as the brain of intelligent robots,
processing environmental data, interpreting sensory input and making decisions. They also
manage whole-body coordination, path planning and motion control. This integrated control
system empowers robots to perceive, decide and act seamlessly, delivering stable, adaptive
and intelligent performance across dynamic environments.
 Industrial-grade architecture and performance. Our controllers adopt a multi-core
heterogeneous architecture and high-performance processors delivering real-time
responsiveness, powerful computing and stable performance in complex industrial
environments. This architecture supports modular scalability, robust safety features and
broad compatibility, making it adaptable to a wide range of applications.
 Plug-and-play design for instant use. Designed for ease of use, our controllers are
compatible with over 400 types of components, including sensors and actuators. Supporting
multiple industrial bus protocols, our controllers enable customers to assemble and configure
robots as easy as building blocks. Our controllers support rapid setup and deployment for
different types of robots, which enable flexible adaption to varied scenarios.
 Broad compatibility. Our robotic controllers are designed with open architecture and flexible
integration capabilities, enabling seamless compatibility with third-party software. Through
open application programming interface (“ API”), Python-based scripting and Codesys
plugins, our controllers can be connected with external scheduling or management software.
They also support multiple protocols including Modbus TCP and RTU and feature
transparent transmission scripting for connectivity with external devices. In addition,
customers are able to operate the robots via their own local area network, without
continuous connection to our proprietary operating system.
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Robotic Controllers by Product Series
The following table sets forth an overview of our robotic controllers with different technical
requirements, supporting a wide spectrum of robotics use scenarios:
SRC-880 Series SRC-1000 Series SRC-2000 Series SRC-3000 Series SRC-5000 Series
Product Image
Positioning Entry-level controller for
differential wheeled robots
Cost-effective controller for
forklifts and
dual-steering-wheel robot
High-performance
general-purpose controller
Functional safety robotic
controller
Controller integrating
embodied AI
Navigation Mode (1) QR code, 2D SLAM 2D SLAM, 3D SLAM 2D SLAM, 3D SLAM and
RTK
2D SLAM, 3D SLAM,
RTK
3D SLAM, VSLAM and
end-to-end navigation
Sensor Support (2) Two LiDARs, and one 3D
obstacle avoidance camera
Three LiDARs, one 3D
obstacle avoidance camera
and one 3D recognition
camera
Four LiDARs, one 3D
obstacle avoidance camera
and one 3D recognition
camera
Three LiDARs, one 3D
obstacle avoidance camera
and one 3D recognition
camera
Five LiDARs, one 3D
obstacle avoidance camera,
one 3D recognition camera
and three VSLAM cameras
Certifications (3) CE-LVD, CE-EMC, ETL (4) CE-LVD, CE-EMC, ETL (4) CE-EMC CE-RED, CE-LVD,
CE-MD, ETL (4), FCC (5)
CE-LVD, CE-EMC
Maximum motors
supported (6)
4 8 8 12 64
EtherCAT (7) / /
Notes:
(1) The type of navigation determines the controller’s adaptability to different environments. For instance, QR code-based
navigation requires environmental changes, such as placing QR markers on the ground. 3D SLAM offers stronger
adaptability to dynamic environments as compared to 2D SLAM. RTK supports high-precision navigation in outdoor
settings, while VSLAM enables automatic map updates in fully dynamic environments. End-to-end navigation is built on
semantic understanding of the environment and enables intelligent and path-free movement.
(2) The number and type of LiDARs and cameras directly determines the robot’s perception range and object recognition
capabilities. For example, the SRC-5000 series controller is equipped with five LiDAR units and three VSLAM cameras to
build multidimensional semantic maps and support dynamic obstacle avoidance and task planning. The SRC-2000 series
controller supports four LiDARs and two 3D cameras for nearly 360° perception, ensuring navigation safety and enabling
visual target recognition. The SRC-880 series controller features a “two LiDARs + one camera” configuration for basic
obstacle avoidance, balancing cost and functionality.
(3) The SRC-3000 series controller is among the first controllers globally to obtain CE-MD certification. It features full
integration of safety modules and core control system and supports dynamic safety zone management. The variance in
safety certifications across various robotic controllers is primarily attributable to different regulatory requirements in the
respective target markets. Functional safety certification is a prerequisite for sales in Europe.
(4) Electrical Testing Laboratories mark, proof of product compliance to North American safety standards.
(5) Federal Communications Commission certification, a compulsory certification indicating that a product complies with
Federal Communications Commission requirements and gain access to the U.S. market.
(6) The number of motors supported determines how many actuators a controller can manage. The SRC-5000 series robotic
controller supports up to 64 drivers, suitable for complex robots with a higher level of degree of freedom. The SRC-2000
series controller supports up to eight drivers, supporting most robot models, while the SRC-880 series controller supports
four drivers and is designed for simpler differential-drive robots.
(7) EtherCAT capability allows for high-precision and real-time communication and coordination between different
components of robotic controllers with a 1 ms controller cycle and a 250 µs synchronization cycle. It enables compatibility
with higher-performance drivers, enhances motion control, and simplifies internal electrical architecture. Controllers not
supporting EtherCAT offer relatively lower levels of real-time responsiveness and motion control precision.
Robots
We focus on the R&D and design of our robots and work closely with third-party manufacturers to
support on-schedule delivery and reliable product quality. Built on our SRC series controllers, our
robots offer a high degree of flexibility, allowing customers to customize features such as navigation
mode, cameras, sensors, battery and payload. Built-in interfaces also support the connection of various
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external devices, enabling adaptation to diverse applications. Over the years, we have developed an
extensive portfolio of robot models to meet the complex and evolving demands for intelligent
automation. Our robots have been adopted by global customers across more than 20 industries,
including 3C, automotive, automation equipment, new energy, semiconductors, construction machinery
and biopharmaceuticals, which reflects the breadth of our application capabilities. In 2023, 2024 and
2025, we sold 1,229, 2,576 and 3,168 robots fitted with our SRC series robotic controllers, respectively.
The key features of our robots include:
 Comprehensive and modular design . We have deployed over 2,000 robot models which cover
all mainstream types and use cases. Each model is built on a modular architecture, enabling
customers to easily adjust parameters such as size, payload and functions to fit their specific
needs. The modular design simplifies robot configuration and acquisition, making them
readily accessible and scalable across diverse use cases.
 Reliable navigation and positioning functions . Our robots support multiple positioning and
navigation technologies, including SLAM, 3D feature positioning and VSLAM. Even in
highly variable environments, they are able to move accurately and stably by using natural
features for spatial recognition. These capabilities deliver reliable performance in real-world
scenarios and support steady and smooth operations in challenging and dynamic
environments.
 Fleet-wide collaboration . Empowered by our SRC series controllers and software, different
robot models can seamlessly interoperate within the same scenario. Customers can manage
multiple robots in parallel, which raises operational efficiency and reduces cost of
automation.
 Advanced safety standards and certifications . Safety remains central to our robot design. All
robot models are equipped with industrial-grade sensors and intelligent safety algorithms for
obstacle recognition, emergency stop and dynamic security zone management. Many of our
robots are certified under international recognized standards, such as CE marking and ISO
3691-4.
 High extensibility . Our robots support flexible secondary development through scripting and
protocol-level customization. With access to over 400 component types, customers can
expand robot functionality with our toolchain, adapt robots to specific needs and seamlessly
integrate robots into existing enterprise systems.
Key Product List of Robots
Lifting Robots
Our lifting robots are designed for high-intensity material handling and
transportation in flexible manufacturing and warehousing environments. Our
product portfolio includes standard, omnidirectional and ultra-thin lifting
robots, supporting payloads from 150 kg to 30 tons. They offer modular
configurations, high-precision positioning accuracy of up to ±5 mm and
extended operational runtimes. It achieves 360° protection with LiDAR and 3D
cameras and obtained CE certification and SGS TÜV SAAR functional safety
certification.
Intelligent Forklifts
Designed for autonomous transportation of materials, our intelligent forklifts are able to recognize
a variety of pallets, racks and cages, enabling load and unload with high precision. With multi-mode
navigation that delivers positioning accuracy of up to ±10 mm, our intelligent forklifts adapt seamlessly
to complex warehouses, production lines and outbound scenarios. They are equipped with
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comprehensive safety features, including LiDAR, 3D cameras and proximity sensors to ensure 360°
protection. The following table sets forth the specifications of some of our most popular intelligent
forklift models.
Pallet Trucks Stacker Forklifts Counterbalanced Forklifts
Use scenarios ....... Flat transportation of stringer
pallets
Vertical stacking and
transportation of stringer
pallets
Vertical stacking and
transportation of stringer and
block pallets
Navigation ........ SLAM SLAM SLAM
Lifting heights ...... 70 ~ 230 mm 1,600 ~ 3,000 mm 3,000 ~ 4,000 mm
Turning radius ...... Small Medium Large
Load capacities ..... 300 ~ 3,000 kg 1,400 ~ 2,000 kg 1,000 ~ 3,000 kg
Incline .......... <3% ~ <5% <5% <3% ~ <5%
Carton Transfer Autonomous Robots
Designed for efficient carton transportation in warehouses and along
production lines, our carton transfer autonomous robots are able to recognize a
variety of cartons with high precision. With dual front and rear LiDAR for
comprehensive safety protection and robust passability, our carton transfer
autonomous robots ensure stable performance in demanding settings. The
number and color of carton racks can be flexibly customized, making them
suitable for a wide range of scenarios.
Cleaning Robots
Tailored for industrial environments, our cleaning robots deliver powerful
cleaning performance through fully automated operations. These robots
autonomously complete charging, water refilling and waste discharge,
minimizing manual intervention. Equipped with high-power motors, they can
navigate slopes of up to 8°, detect obstacles up to 30 meters away and operate
effectively on both hard and software surfaces. With a compact design and
minimum passable width of just 900 mm, they are ideally suited for factory
floors, production workshops, logistics hubs and warehouse cleaning.
All-Terrain Robots
Engineered for indoor and outdoor operations across complex terrains, our
all-terrain robots are equipped with independent suspension systems for
enhanced stability and smooth navigation under demanding conditions. With
omnidirectional four-wheel drive, they effortlessly traverse slopes of up to 15°,
while achieving precise positioning accuracy o f ± 2 cm. Multiple onboard
sensors provide 360° safety coverage. With water and dust resistance
capabilities, they perform reliably in harsh environments. The all-terrain robots
support rapid battery swapping with up to eight hours of runtime. Designed for
versatility, they can support applications scenarios such as material transport
and autonomous inspection.
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New Business Initiatives
To strengthen our leadership in the intelligent robot industry and capture emerging opportunities,
we are actively expanding into new product categories that complement our existing product lines. As
part of our new business initiatives, we have launched three robot models: wheeled humanoid robots,
legged robots and embodied intelligent forklifts. While still in the early stages of commercialization,
these models target rising demand for flexible and intelligent robots in increasingly complex and
dynamic use scenarios.
Wheeled Humanoid Robots
Powered by our advanced SRC-5000 series robotic controller, our wheeled humanoid robots offer
high reliability and high-generalization capability. With intelligent material recognition and task-level
grasping functions, they are able to perform complex tasks such as loading and unloading, sorting,
maintenance and transportation. In addition, our wheeled humanoid robots feature 20+ degrees of
freedom, dual-arm payload capacity of up to 25 kg, total body load capacity exceeding 100 kg, and a
vertical lift range up to 40 cm. They are built with full-body sensor coverage for safety, dual-battery
systems for extended runtime and coordination capabilities for multi-robot operation, allowing them to
adapt to high-intensity environments with consistent performance.
Legged Robots
Our legged robots offer high mobility and intelligence, integrating 3D autonomous navigation,
teleoperation capability and advanced embodied AI technologies. With our toolchain, customers can
quickly develop and deploy legged robots. Their active disturbance rejection algorithms, based on
reinforcement learning, allow them to maintain balance even in rough terrain or unpredictable
environments. These features make them well-suited for a wide range of scenarios, including education
and research, autonomous inspections and outdoor operations.
Legged Robots in Different Execution Modes
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Embodied Intelligent Forklifts
Our embodied intelligent forklifts are powered by our latest SRC-5000 series robotic controller,
delivering a new level of generalization and intelligence to robotic systems. Through multi-layer
semantic mapping, our embodied intelligent forklifts interpret task instructions and complete actions
through natural language interactions. VLA and end-to-end navigation models enable the forklifts to
avoid obstacles, navigate freely and execute complex tasks across different scenarios and environments.
With rule-free control, customers can quickly configure and deploy the forklifts. The embodied
intelligent forklifts make a significant advancement in perception, decision-making and execution, and
deliver consistently adaptable performance in real-world applications.
Embodied Intelligent Forklift from Different Angles
These new initiatives reflect our continued investment in R&D and our ability to bring highly
adaptable intelligent robots to the market. With a comprehensive and evolving robot portfolio, we are
well-positioned to serve evolving demands from customers across industrial sectors.
Software
Our software suite is built to simplify the deployment, coordination and management of robots
across a wide range of industrial scenarios. With a strong focus on scalability and ease of use, this suite
lowers the technical barriers to automation, whether for a single robot or a large robot fleet, and helps
customers capture the full value of robotic automation. Within this suite, we currently charge service
fees and primarily generate revenue from three software series: the M4 smart scheduling and
management system, the Meta series of visualization software, and RDS. While the software is
available for standalone purchase, customers generally acquire software together with our robotic
controllers or robots, since it is designed for seamless integration with our proprietary products. Our
software is also compatible with third-party robots that are equipped with our SRC series controllers. In
2023, 2024 and 2025, the sales volume of our software amounted to 668, 701 and 759, respectively.
M4 Smart Scheduling and Management System
Our M4 smart scheduling and management system is an integrated system developed for
warehousing and logistics automation, primarily used by customers’ automation engineers and other
technical personnel. By unifying dispatching and business operations, it supports coordinated
management across diverse warehouse scenarios, including single robot deployment, robot fleet
coordination and warehouse management. The M4 smart scheduling and management system supports
intelligent task assignment, route planning, traffic control and inventory management, allowing
enterprises to improve automation efficiency and streamline warehouse operations.
 M4 QuickGo. M4 QuickGo is a lightweight intelligent dispatching system designed for
single-robot scheduling without complex traffic management requirements. Designed to
enhance operational agility, it allows customers to monitor robot status and assign tasks in
real time via smart devices such as smartphones, tablets and computers, without the need to
deploy servers. It supports open-loop motion control, adjustable speed settings, and
mechanism-specific actions, such as lifting, loading and unloading, for various robot types
such as intelligent forklifts, lifting robots and carton transfer autonomous robots.
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M4 QuickGo is pre-installed on our SRC series controllers and is compatible with all of our
robot models. It is particularly suited for single-robot control, offline environments and
material loading and unloading, offering an accessible yet powerful solution for various
industrial settings.
Interface for Single-Robot Intelligent Dispatching
 M4 QuickStore. M4 QuickStore is a warehouse and logistics distribution management system
designed to support intelligent robot-assisted automation. Seamlessly integrating WMS and
WCS functionalities, it enables full-process material flow management across inbound,
storage, transfer and outbound tasks. Its operation and maintenance dashboards visualize
inventory, task statuses and robot actions in real time. Leveraging AI-driven operational
optimization algorithms, M4 QuickStore optimizes storage, sorting and outbound processes
based on parameters such as batch, frequency, inventory level and order priority. The system
supports both fully automated and hybrid human−robot operations and leverages real-time
perception and navigation capabilities for intelligent material handling. With cross-platform
support for mobile and industrial terminals and compatibility with all robot models equipped
with our SRC series controllers, M4 QuickStore enhances logistics responsiveness and
delivers a comprehensive warehouse-to-distribution automation solution.
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Interface for Intelligent Warehouse Management
 M4 QuickFleet . Based on our existing RDS software, we developed M4 QuickFleet, a
new-generation multi-robot dispatching system designed for efficient coordination among
various types of robots in dynamic industrial settings. It retains all the functions of RDS
while delivering upgrades in performance. M4 QuickFleet supports AI-driven task
assignment, globally optimized path planning, traffic control, deadlock avoidance, dynamic
order batching, automated charging and cross-floor scheduling. Leveraging intelligent
multi-agent collaboration algorithms, M4 QuickFleet enables seamless multi-robot operation
across multiple areas and floors, ensuring smooth traffic flow and task continuity even under
high-congestion scenarios. It also features a robust script-based extension mechanism for
deep integration with third-party factory equipment, such as elevators, automatic doors and
PLC systems. Fully compatible with robots equipped with our SRC series controllers,
including humanoid wheeled robots, legged robots, and intelligent forklift, M4 QuickFleet
enhances scalability and responsiveness for automated logistics and production
environments.
Interface for Multi-Robot Intelligent Dispatching
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Meta Series of Visualization Software
We offer a comprehensive visualization software suite, including Meta-Map, Meta-Map Pro, and
Meta-World, designed to recreate real-world industrial environments in a virtual space using advanced
2D and 3D modeling and rendering technologies, and primarily used by customers’ automation
engineers and other technical personnel. These tools enable customers to gain holistic operational
visibility and support them to make informed and data-driven decisions by replicating accurate
representation of physical settings.
 Meta-Map. Meta-Map is an industrial-grade 2D visualization software designed to replicate
factory layouts and monitor robotic operations across complex environments. Based on data
imported from our SRC series controllers, Meta-Map provides intuitive visual
representations of robot statuses, movement trajectories and material or inventory locations.
It features interactive functions such as map scaling, multi-screen display, floor switching,
and area positioning to support dynamic monitoring needs. Meta-Map highlights abnormal
events with alerts and diagnostic information. It also offers standard data visualization tools,
including pie charts, bar graphs, and trend lines, to illustrate robot utilization, task efficiency
and faults. Compatible with various standard industrial communication protocols and with
minimum hardware requirement, Meta-Map can be flexibly deployed in both our proprietary
robots or third-party devices to enable cost-effective robot management.
 Meta-Map Pro. Meta-Map Pro advances factory visualization through 2.5D mapping
technologies that offer a more detailed and layered representation of facility layouts.
Integrating real-time data from our SRC series controllers, it visualizes robot movements,
task execution and on-site status across various floors and zones with enhanced spatial
awareness. The software enables customers to monitor robot operations with high precision,
quickly identify and respond to abnormal conditions and maintain high efficiency in complex
industrial environments.
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 Meta-World. Meta-World leverages advanced 3D modeling and digital twin technologies to
create an immersive replica of real-world factory environments. It synchronizes in real time
with physical conditions, including robot tasks, inventory positions and equipment status,
enabling large-screen visualization and swift diagnosis of abnormal issues. Through
high-precision 3D rendering, it offers an immersive interface, allowing customers to virtually
navigate the facility, monitor robot trajectories and material flow and analyze operational
data such as task progress and execution efficiency. Seamlessly compatible with robots
equipped with our SRC series controllers, Meta-World supports digital management of
factories.
Resource Dispatching System
Our RDS is a resource dispatching platform that enables unified scheduling and coordination
across multiple robot types, zones and automation equipment such as elevators, conveyor lines and
stackers. Designed for complex industrial environments and primarily used by customers’ automation
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engineers and other technical personnel, RDS supports real-time task scheduling, path planning and
dynamic traffic control. It enhances resource dispatching efficiency through ride-sharing and task
pre-assignment mechanisms. Fully integrated with robots equipped with our SRC series controllers,
RDS enables real-time decision-making and execution based on robots’ perception. It works seamlessly
with Roboshop and Meta series of visualization software to support immersive monitoring and
management of factories.
Together, this powerful software suite forms an integrated digital backbone that works seamlessly
with our robotic controllers and robots. It enables customers to efficiently plan, operate, and scale
intelligent robotic operations across their factories. With strong compatibility and adaptability, the
software allows customers to respond quickly to dynamic business operations, enhance efficiency, and
realize advanced automation.
Case Study
Company X is a prominent player in the new energy materials sector, specializing in
lithium-ion battery R&D and full lifecycle management of power batteries. To strengthen its market
leadership, Company X established a disassembly line capable of processing used vehicle power
batteries. However, Company X faced growing operational challenges stemming from traditional
manual workflows, particularly in managing the complexity and scale of its disassembly and
warehousing operations. In 2023, Company X partnered with us to implement a comprehensive
automation solution comprising 27 intelligent robots, including lifting robots and intelligent forklifts,
supported by a fully integrated software suite. This collaboration enabled end-to-end automation and
significantly improved operational efficiency.
Our software played a critical role in this transformation:
 M4 QuickStore was seamlessly integrated with Company X’s manufacturing execution
system to deliver unified management of warehousing, logistics and production. Through
dynamic storage allocation and intelligent task dispatching, customers coordinate key
processes such as raw material inbounding, disassembly operations and product sorting
with M4 QuickStore.
 Meta-Map delivers real-time transparency into robot status and task execution via an
interactive data dashboard, supporting data-driven decision-making and fast response to
on-site conditions.
 M4 QuickFleet enables intelligent scheduling and coordination across diverse robot
models through deep integration with our SRC series robotic controllers. Lifting robots
were tasked with material transfer in buffer and handover zones, while intelligent forklifts
handled pallet movements and automated stacking in sorting areas.
Key outcomes:
 Efficiency and cost saving: Labor demand in material handling was largely reduced,
resulting in significant operational cost reduction.
 Scalable standardization: The solution served as a replicable model for standardized
multi-robot deployment across diverse operational scenarios, supporting rollout across
other Company X’s facilities.
 Technology synergy: The integration of our solutions with Company X’s self-developed,
high-performance lithium batteries expanded our robotics component library and
promoted intelligent automation.
Accessories
To enhance the functionality and adaptability of our robotic controllers and robots, we provide a
wide range of peripheral accessories, including sensors, power modules and end-effectors. Our
accessories are primarily sold to integrators and end customers for replacing and upgrading components
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of existing robots. While these accessories are developed and manufactured by third parties, we incur
substantial technical costs to ensure seamless interoperability between our robotic controllers, robots
and accessories. We maintain a dedicated technical team responsible for screening, adapting and
integrating of these accessories. Customers receive accessories that are already prevalidated and are
fully compatible with our robots. In addition, we provide after-sales services for accessories, including
maintenance, replacement of accessories and upgrading on-device software drivers during the warranty
period, to help customers tailor robotic solutions adaptive to evolving operational scenarios. During the
Track Record Period, we sold 68,937, 78,919 and 255,046 accessories, respectively.
Beyond broadening application flexibility, our accessories also simplify the acquisition and use
processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce integration
barriers, shorten lead times and streamline robot assembly, thereby strengthening our one-stop robotic
platform.
Our Major Contracts
The following table sets forth the details of our top five completed contracts in terms of sales
volume as of December 31, 2025.
Contract Products Provided Associated Technologies
Use Scenarios of the
Products Customer Background Contract Value
(RMB in thousands)
Contract A ..... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer products for the
automobile manufacturing industry
16,996
Contract B .... Robotic controllers, software and
accessories
(i) AI technologies, (ii) positioning and
navigation technologies, (iii) machine
vision technologies, and (iv) functional
safety technologies
Industrial factory An integrator mainly offer products for the
factory automation industry
8,138
Contract C ..... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer products for 3C
and new energy industries
4,988
Contract D ..... Robotic controllers, software and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer products for the
3C and new energy industries
3,400
Contract E ..... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer products for 3C
industry
2,100
The following table sets forth the details of our top five on-going contracts in terms of sales
volume as of December 31, 2025.
Contract Products Provided Associated Technologies
Use Scenarios of the
Products Customer Background Milestone Backlog Contract Value
(in units)
(RMB in
thousands)
Contract F .... Robots and accessories (i) AI technologies, (ii) positioning and
navigation technologies, (iii) machine
vision technologies, and (iv) functional
safety technologies
Industrial factory An integrator mainly offer
products for the
manufacturing automation
industry
Partially fulfilled 787 51,300
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Contract Products Provided Associated Technologies
Use Scenarios of the
Products Customer Background Milestone Backlog Contract Value
(in units)
(RMB in
thousands)
Contract G .... Robots, software and
accessories
(i) AI technologies, (ii) positioning and
navigation technologies, (iii) machine
vision technologies, (iv) functional safety
technologies, and (v) software system
architecture
Industrial factory An integrator mainly offer
products for the textile
industry
Partially fulfilled 272 14,075
Contract H .... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer
products for 3C and new
energy industries
Partially fulfilled 290 6,000
Contract I .... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer
products for 3C and new
energy industries
Partially fulfilled 295 3,250
Contract J .... Robotic controllers and
accessories
(i) AI technologies, (ii) robotic control
technologies, (iii) positioning and
navigation technologies, (iv) machine
vision technologies and (v) functional
safety technologies
Industrial factory An integrator mainly offer
products for 3C and new
energy industries
Partially fulfilled 194 1,980
OUR INFRASTRUCTURE AND TOOLCHAIN
We have developed our proprietary infrastructure and toolchain to support our customers across
the entire intelligent robotic lifecycle from robot development and acquisition to use. Our key offerings
include the Nebula system, Roboshop and Robocare, each designed to reduce technical barriers, and
improve efficiency and accessibility of robotic automation.
The Nebula system serves as our infrastructure, and Roboshop, Robocare and other software
comprise our toolchain. The infrastructure and toolchain together make it easy to develop and acquire
robots and elevate customer experience across various scenarios. Integrated with our robotic controllers,
robots, software and accessories, the infrastructure and toolchain strengthen our scalability and enhance
our ability to satisfy diverse customer needs.
Nebula System
Launched in September 2024, our Nebula system is a cloud-based, one-stop digital tool designed
to address the growing complexity of customer needs and the limitations of the traditional supply chain
in the intelligent robot industry. Tailored for customers across more than 20 sectors, the Nebula system
curates a library of over 1,000 field-proven robot models selected from our more than 2,000 models
historically deployed by us, together with over 400 compatible components, enabling full-spectrum
services from model selection to deployment and maintenance.
At its core, the Nebula system features an intelligent recommendation engine powered by
advanced algorithms and extensive deployment data. Based on customers’ inputs, such as operating
environment, task complexity, payload and functional needs, it automatically matches optimal robot
models, each accompanied by detailed description. Customers can then enter a visual 3D configuration
interface, which allows them to select key modules such as sensors based on their preference, and
instantly generate a detailed specification report. This mechanism reduces the need for engineering
support and lowers the technical barriers for customers’ procurement staff and other non-technical
personnel when selecting robot models. Once configuration is completed, customers can obtain
real-time updates on production and logistics status in the Nebula system through multiple devices,
reducing project delays.
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Working with our software suite, the Nebula system also enhances efficiency in robot
management. Users of M4 smart scheduling and management system may use configuration parameters
from Nebula system and 3D models generated by Meta-World for robot deployment and task
scheduling. Such data can also be imported into Roboshop for further customization via low-code tools.
The Nebula system serves as our infrastructure, working in tandem with other software to accelerate
widespread adoption of intelligent robots.
Robot Model
Library
Robot
Auto-Generated
Robot
ation of Lifting Robots
ation of Stacker Forklifts ation of
Wheeled Humanoid Robots
ation of
Carton Transfer Autonomous Robots
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Roboshop
Roboshop is our proprietary one-stop robot development and deployment tool that supports robot
configuration, testing, deployment and maintenance, primarily used by customers’ automation engineers
and other technical personnel. Designed to serve robots equipped with our SRC series robotic
controllers, Roboshop integrates all essential features, including model configuration, map editing, path
planning, calibration, task scripting and real-time diagnostics, into a single interface, eliminating the
need for switching between multiple tools and significantly reducing technical barriers.
Roboshop supports drag-and-drop configuration of robot models and intuitive edit of operational
workflows via low-code scripting tools. Customers can customize over 400 types of components,
execute secondary development for specific functions and preview results in real time. Built-in
auto-calibration tools ensure deployment consistency across robots, while remote control and simulation
functions support debugging, task verification and remote monitoring through various devices.
Roboshop supports complex industrial scenarios with large-scale maps of up to 400,000 square meters.
It is compatible with multi-floor and multi-zone layouts and provides batch parameter management for
streamlined control.
Roboshop synchronizes configuration data with the M4 smart scheduling and management system,
and uses runtime data from the M4 system for diagnostics and optimization. It supports both our
proprietary robots and third-party robots integrating with SRC series controllers, accelerating robot
development.
Robot Model Editing Interface Map Editing Interface
Configuration and Control Interface for Wheeled Humanoid Robots
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Robocare
Robocare is our post-deployment diagnostics and maintenance software developed to streamline
robot operation analysis and improve on-site troubleshooting efficiency, primarily used by customers’
automation engineers and other technical personnel. Robocare supports automated issue identification,
visual playback of robot behavior, data visualization and multi-platform access, helping customers
quickly locate faults and restore operations with minimal downtime. At the core of Robocare is an
intelligent diagnostic engine that automatically analyzes robot operation logs voluntarily shared by our
customers when they encounter technical issues, and pinpoints issues, such as navigation errors, sensor
failures and task execution interruptions. Robocare generates structured reports containing causes and
recommended solutions tailored to robot models and configuration profiles, enhancing maintenance
efficiency.
Robocare features a high-resolution playback function that reconstructs the full spatial and
temporal trajectory of the robot’s actions. This visual record allows customers to trace abnormal
behavior, understand causes and evaluate robot performance in real-world environments. It also
converts key operational data, such as positioning accuracy, power usage and task completion
efficiency, into intuitive charts for performance monitoring and optimization.
Based on data stored in our SRC series controllers, including proprietary data generated from
robot operations in our testing center and in-house simulation environments, and data voluntarily shared
by customers with their consent, Robocare enables precise visualization of system performance and
helps refine control algorithms. Robocare uses configuration data from both Roboshop and the Nebula
system for analysis. Robocare’s diagnostic insights can also be fed back into Roboshop and the M4
system to support iterative improvements of robots.
Case Study
Company Y is a major player in the electric vehicle, lithium battery and 3C electronics sectors,
with manufacturing facilities across Guangdong, Fujian and Jiangsu. Company Y had deployed
multiple robots, including lifting robots, forklifts and carton transfer autonomous robots. To address
system fragmentation, inefficient coordination and long robot development cycles, in 2023, Company
Y began working with us to establish a unified robot control infrastructure. Through the adoption of
our SRC series controllers, including the SRC-880 and SRC-2000, together with the supporting
toolchain software, Company Y was able to independently develop, deploy and manage customized
robots across its facilities.
Our software suite played a key role in this transformation:
 Roboshop: With Roboshop’s drag-and-drop interface and Python-based customization
capabilities, Company Y customized parameters, navigation paths and workflows tailored
for battery workshops.
 Robocare: Robocare provided automated diagnostics through a structured reporting
mechanism based on data collected by controllers. It identified root causes and suggested
resolutions for different robot types, enhancing maintenance efficiency and accuracy.
Key benefits to Company Y:
 Easy management: Integration of our controllers and toolchain has enabled Company Y to
standardize robot development, deployment and maintenance across business lines, which
streamlined Company Y’s management of robots and its operations.
 Scalable solution: Our solution has been extended to Company Y’s other production
bases, significantly improving deployment efficiency for new sites.
 Enhanced in-house capabilities: Through our open controller architecture, Company Y has
independently developed multiple customized robots for specialized industrial use cases,
accelerating the digital transformation of its production systems.
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COMMERCIALIZATION
We are seeking listing under Chapter 18C of the Listing Rules. We are primarily engaged in the design, development and commercialization
of robotic controllers, robots, software and accessories. All of our four product segments are designated Specialist Technology Products as define d
under Chapter 18C of the Listing Rules. Our Directors are of the view that our robotic controllers, robots, software and accessories fall within an
acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules as robotics and automation on the
following basis: (i) our robotic controllers integrate essential algorithms for perception, positioning, intelligent decision-making and motio n
control, (ii) our robots are programmable machines that exhibit intelligent behavior by using technologies such as AI, machine learning and
computer vision, (iii) our software, designed to streamline the deployment, coordination and management of robots, integrate dozens of programs
and algorithms for dispatching and factory automation, and (iv) our accessories involve the engineering of robots for the improved performance
and product compatibility in automation processes. We have adopted a transaction-based model for the sales of our products. The following table
sets forth a summary of how all of our products fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C
of the Listing Rules:
Specialist
Technology
Products
Specialist
Technology
Industry
Acceptable
Section Main Function Analysis
Major Customer Type and
Customer Demand Drivers
Robotic controllers Robotics and
automation (robot
technology)
Robotic controllers are the core of robot technology. Together with the software deployed in the cloud, they serve as the brain of robots,
integrating essential algorithms and executing core functions that are fundamental to the operation of intelligent robots. Our robotic
controllers integrate perception, positioning, decision-making and motion control algorithms, allowing robots to sense their environment,
determine their location, make intelligent decisions based on the input and execute precise movements.
For example, in a manufacturing setting, a robot equipped with our SRC series controllers can accurately pick and place components by
perceiving their shape and position, deciding on the appropriate grip, and moving to the correct location. The robotic controllers support
advanced capabilities like SLAM, navigation in changing environments, obstacle avoidance, visual-semantic recognition, and
multi-model configuration, which enables a single controller to be flexibly adapted and reconfigured for different types of robots and
application scenarios. SLAM enables robots to create a map of an unknown environment while simultaneously determining their own
location within it. This is crucial for autonomous navigation in dynamic settings such as factories where the layout may change
frequently. With broad interface compatibility, the controllers can connect to a wide array of sensors and actuators. This allows for the
collection of diverse data from the environment, which is then processed by a fusion of intelligent algorithms including reinforcement
learning and end-to-end navigation models. For instance, reinforcement learning algorithms can enable robots to learn from experience
and improve their performance over time, while end-to-end navigation models can simplify the control process and enhance the robot’s
ability to navigate complex paths.
Our customers operate across a diverse
range of industries, including, but not
limited to, manufacturing industries
covering automotive manufacturing, 3C
manufacturing, mechanical
manufacturing and semiconductor
fabrication.
According to the CIC, the development
of the intelligent robot industry is
primarily driven by several pivotal
factors. Technological innovations,
notably AI integration, elevate robot
capabilities and enable evolution from
task-specific to general-purpose robots.
The refinement and maturity of supply
chains drive down costs and streamline
production, while diverse industrial
demands and applications accelerate
market adoption and expansion.
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Specialist
Technology
Products
Specialist
Technology
Industry
Acceptable
Section Main Function Analysis
Major Customer Type and
Customer Demand Drivers
Robots Robotics and
automation (robot
technology)
Our robots, equipped with AI, machine learning and computer vision technologies, are designed to meet the evolving demands of the
industrial “robotics and automation” sector. In industrial production, there is a growing need for robots that can handle complex tasks,
work collaboratively with human workers and adapt to changing production requirements. The robots are capable of satisfying these
demands.
Our robots support various positioning and navigation technologies such as SLAM, 3D feature positioning, and VSLAM. The integration
of advanced navigation technologies enables our robots to operate efficiently in dynamic environments shared with human workers and
other equipment while maintaining the precision needed for industrial applications such as assembly line feeding. The robots’ modular
design allows customization for specific payloads and operational requirements across different industrial scenarios.
Software Robotics and
automation (robot
technology)
Our software functions as the cloud-based “brain” of the robot by integrating programs for dispatching and factory automation, designed
to streamline robot deployment, coordination and management. The software enables full-cycle digital operations ranging from mission
planning, project simulation, intelligent scheduling, decision support, and human−robot collaboration.
In a manufacturing plant, mission planning can help optimize the production schedule, while project simulation can be used to test
different scenarios before implementation, reducing the risk of errors and downtime. Intelligent scheduling ensures that robots are
assigned tasks efficiently, maximizing their utilization. The software suite integrates FMS, WCS, and WMS functions. It combines
advanced scheduling algorithms, optimization algorithms, and a low-code development framework. This integration allows large robot
fleets to respond and execute promptly and adapt to changing business needs. The software works seamlessly with our robotic
controllers and robots, enabling customers to efficiently plan, operate, and scale intelligent robotic operations across their factories. It
also facilitates efficient robot teamwork, task allocation, and production process optimization. For instance, in a complex assembly line,
the software can coordinate the actions of multiple robots to ensure that components are assembled correctly and efficiently.
Accessories Robotics and
automation (robot
technology)
Accessories such as LiDARs, cameras, and motors are critical components that enhance robot capabilities and adaptability in
automation. They are an integral part of robot technology as they provide the necessary sensory and actuation capabilities for robots to
interact with their environment and perform tasks. LiDARs and cameras provide perception capability for object detection and task
execution. Motors are the driving forces behind robot movement. They enable robots to perform physical tasks such as picking, placing,
and moving objects. Engineered for compatibility with our products through technology integration, these accessories support diverse
configuration needs. Customers can tailor robotic solutions adaptive to evolving operational scenarios by incorporating different
accessories.
We devote significant efforts to ensure seamless interoperability between our robotic controllers, robots and accessories. We maintain a
dedicated technical team responsible for the screening, adapting and integrating of these accessories. Before any accessory reaches
customers, this team defines technical requirements and works closely with suppliers to enhance accessory functionality. All accessories
undergo internal adaptation and multiple rounds of testing to ensure plug-and-play usability with our robots. Through these efforts,
customers receive accessories that are already prevalidated and fully compatible with our robots.
* For more information on the tasks our products are capable of for the improved performance of tasks and automation processes, see “— Our Products” for details. For the
pricing of our Specialist Technology Products, see “— Our Revenue and Pricing Model — Pricing” for details.
Based on the above analysis, CIC confirms and our Directors are of the view that each of our robotic controllers, robots, software and
accessories fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules. Based on the
above analysis and the aforementioned view of CIC, nothing has come to the Sole Sponsor’s attention that would cause it to reasonably cast doubt
on the Directors’ view as stated above.
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The following table sets forth the timeline of our commercialization of each of our Specialist
Technology Products:
Product Robotic controllers Robots Software Accessories
Commencement of revenue
generation ........
June 2020 July 2020 July 2020 June 2020
OUR REVENUE AND PRICING MODEL
Revenue Model
We have adopted a transaction-based model for sales of our products. A majority of our revenue is
derived from the sales of robots integrating our SRC series robotic controllers, which have
demonstrated a constant growth trend throughout the Track Record Period. In addition, a significant
portion of our revenue is generated from sales of robotic controllers. Furthermore, we generate a
smaller portion of the revenue from sales of software and accessories. The absolute amount of revenue
generated from software has been steadily increasing during the Track Record Period. We typically
charge one-off fees on a per-license basis for our software. Maintenance services are provided free of
charge during the warranty period of generally one year. Upgrade services, however, are not included
within the scope of free maintenance and, if requested by customers, are subject to additional fees
based on the working hours incurred. Accordingly, customers are required to pay for all upgrade
services. As a key complementary product to our robotic controllers and robots, software also plays a
critical role in boosting the sales of other products. In addition to these revenue-generating products,
we provide infrastructure and toolchain to customers, including the Nebula system, Roboshop and
Robocare. See also “Financial Information — Key Components of Our Consolidated Statements of
Profit or Loss — Revenue” for details.
Pricing
When determining the price for our robotic controllers, robots as well as accessories, we primarily
adopt a cost-plus approach to ensure coverage of development, procurement and outsourcing costs,
including component costs and third-party manufacturing expenses. We also reference prevailing market
prices of and the pricing strategies for comparable products offered by local and international
competitors to ensure our offerings remain competitive. Within these parameters, our sales team is
authorized to exercise pricing flexibility, factoring in the procurement volume and the length of
collaboration with specific customers. We apply a tiered pricing structure to offer more favorable terms
to customers with larger order volumes or long-term partnerships.
For our software, we adopt a pricing strategy based on the specific features and functionalities
selected by each customer and the number of robots to be managed or controlled under each software
module. Pricing is guided by market benchmarks, customer expectations and the value our solutions
deliver. We also consider actual cost input, particularly staff costs associated with development and
support, to determine the price of our software.
RESEARCH AND DEVELOPMENT
Our ability to develop new technologies, design new products and solutions, and enhance existing
products and solutions is critical to maintaining our market position. We have established
interdisciplinary research and development capabilities that draw upon a diverse range of fields, such as
software engineering, electronic engineering, control science, AI, computer vision and machine
learning. Our in-house research and development team strives to expand the available functionalities
and use cases of our controllers, robots and software to accommodate specific needs of various sectors.
During the Track Record Period, our research and development expenses were RMB63.7 million,
RMB71.3 million and RMB79.2 million, respectively, representing 25.6%, 21.0% and 17.9% of our
revenue in the respective years. All of these expenses were solely related to our Specialist Technology
Products. Of these amounts, research and development expenses in connection with outsourced R&D
activities, which are solely standard and supporting functions, accounted for 1.5%, 0.4% and 0.2% of
our total research and development expenses, respectively. Such outsourced activities primarily
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involved the provision of standardized design and engineering services performed strictly in accordance
with our instructions. For example, we engaged certain third parties to assist with basic PCB layout
work, specifically fundamental steps like component placement and trace routing. These activities did
not involve any of our core technologies.
R&D Team and Core Members
Established in 2020, our in-house R&D department currently consists of a robotic controller R&D
center and a digitalized R&D center, with 193 personnel as of December 31, 2025, a vast majority of
whom hold a bachelor’s degree or above. The robotic controller R&D center focuses on foundational
technologies such as robotic control systems, motion control navigation algorithms, and software
integrated into our controllers, while the digitalized R&D center focuses on upper-layer software
development, including intelligent scheduling, visualization and resource dispatching software. Both
centers are structured by technical disciplines and product modules, and R&D projects are executed
through flexible, project-designated teams that may span across or reside within the two centers
depending on the technical requirements. For projects involving both hardware and software integration,
such as robotic controllers bundled with M4, Meta or RDS, dedicated cross-functional teams are formed
to coordinate efforts across the centers, ensuring efficient collaboration. Our research and development
team is led by five core members, with details set forth in the following table:
Core Research and
Development
Members Portfolio
Mr. Zhao Mr. Zhao is our founder and chief executive officer, bringing approximately 15 years of
experience in robotic system architecture and deep learning algorithms, which aligns with our
ongoing efforts to realize the possibility of integrating AGI algorithms into robotic controllers.
He obtained his bachelor’s degree in electronic information engineering and master’s degree in
control science and engineering from Zhejiang University and has been recognized among
Zhejiang University’s most influential alumni. Mr. Zhao twice led the Zhejiang University team
as captain to victory in the RoboCup World Championship. He spearheaded the development of
our SRC series controllers, holding 43 invention patents as of December 31, 2025. His
visionary leadership has driven multiple technological innovations and forward-looking
technological deployments, setting the direction for our future R&D activities.
Mr. Zhao has received numerous prestigious awards, including Shanghai Emerging Industry
Talent, Shanghai Oriental Talent Program, Mingzhu Leading Talent Award for Pudong New
Area, Keeping Miracle s—X3 6 under 36 Class S Entrepreneurs and the Fortune China 40
Under 40 Business Elite.
Mr. Wang Qun Mr. Wang Qun is our co-founder, with approximately 15 years of experience in software and
hardware design of robotic controllers and systematic solutions, which aligns with our ongoing
development of robotic controllers. He obtained his bachelor’s degree in electrical engineering
and automation and master’s degree in electrical engineering from Zhejiang University. As a
core team member, Mr. Wang contributed to winning the RoboCup World Championship. As a
key developer, Mr. Wang played a critical role in the development of our SRC series
controllers, the Robokit operating system and our RDS. He also led the team in launching our
intelligent forklift solution, machine vision-based warehouse management and Nebula system.
His contributions have been instrumental in driving the commercialization of our products.
Mr. Wang was recognized as a member of the Shanghai Oriental Talent — Youth Program.
Mr. Ye Yangsheng Mr. Ye Yangsheng is our co-founder, possessing approximately 12 years of experience in robotic
system architecture, machine learning and software engineering. Mr. Ye’s experience supports
our R&D focus on cloud-based software, a significant component of robot control system, and
Nebula system. He obtained his bachelor’s degree in control science and engineering
(automation) and master’s degree in industrial design engineering from Zhejiang University. As
a core team member, Mr. Ye contributed to winning the RoboCup World Championship twice.
As a core R&D leader, he spearheaded the development of our key software, including Robokit
operating system, Roboshop, RDS, M4 smart scheduling and management system, Meta series
of visualization software and Nebula system. His contributions established the foundation for
our software product matrix and set direction for our R&D activities.
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Core Research and
Development
Members Portfolio
Mr. Ye was selected as Mingzhu Elite Talent for Pudong New Area and the Emerging Figure of
the Year in China’s Robotics Industry at the Vico Cup  OF week 2020 Awards.
Dr. Huang Qiangsheng Dr. Huang Qiangsheng is our senior algorithm expert, holding a bachelor’s degree in
information engineering and a Ph.D. in optical engineering from Zhejiang University. Dr. Huang
possesses approximately nine years of experience in robotic motion control and multi-robot
collaboration, which supports our ongoing efforts to realize the possibility of integrating AGI
algorithms into robotic controllers. During his doctoral studies, he published five SCI papers
and multiple EI conference articles. Dr. Huang served as a distinguished associate researcher at
Shanghai Institute for Advanced Study of Zhejiang University, focusing on advanced
technologies in robotic motion control and multi-robot collaboration.
Dr. Huang led our R&D team in the development and iteration of advanced navigation planning
algorithms, driving breakthroughs in key areas such as sensor fusion, path optimization,
dynamic obstacle avoidance, end-to-end navigation model and VLA. His contributions have
solidified our leadership in these technologies. Additionally, Dr. Huang served as a key expert
in drafting the national standard for Technical Requirements for Robotic Adaptive Capabilities
(GB/T 44589-2024).
Dr. Zhang Tengyu Dr. Zhang Tengyu is our senior algorithm expert, holding a bachelor’s degree in survey
engineering from Wuhan University and a Ph.D. in astrometry and celestial mechanics from the
University of Science and Technology of China, with primary research focus on global
positioning, navigation and related applications. Dr. Zhang possesses approximately nine years
of experience in sensor fusion and semantic mapping algorithms, which aligns with our R&D
focus on AGI technologies applied in controllers. During his doctoral studies, he published five
SCI papers and multiple EI conference articles.
As the core developer of our SLAM technology, Dr. Zhang has specialized in fusion algorithms
for 2D/3D lasers and visual sensors. He successfully implemented high-precision mapping
technologies for large-scale industrial applications. Through visual-language mapping
technologies, he significantly enhanced our robots’ capabilities in environmental perception and
understanding. Under his leadership, our positioning and navigation technologies achieved
millimeter-level accuracy in complex environments, providing essential technical support for
autonomous robotic mobility and solidifying our market position in this field.
To retain our core R&D members and mitigate the impact of potential departures, we have
implemented a multifaceted talent management strategy. We provide share-based compensation to key
R&D personnel to align their long-term interests with our growth. To sustain motivation and
innovation, we rotate core R&D staff through different managerial positions and project responsibilities,
encouraging continued technical advancement and personal achievement. We are also committed to
expanding our R&D team and cultivating a strong talent pipeline by actively recruiting and developing
future R&D leaders. In each major technical domain, we assign multiple team members to conduct
parallel research and regularly consolidate their progress, ensuring that critical knowledge and
outcomes are not concentrated in the hands of a single individual. In addition, we adopt a modular
approach to R&D, under which no individual holds access to all codes or technical materials, thereby
reducing risks associated with employee turnover.
The salient terms of agreements with management and R&D staff are set out below:
 Non-Conflict of Interest. During employment, the employee is prohibited from engaging in
any form of employment, whether full-time or part-time, with third parties without our
consent, especially in companies or roles that compete with our business.
 Inventions Arrangement. All intellectual property, including inventions, designs, know-how
and trade secrets developed during the term of employment, belong solely to us. The
employee shall disclose these inventions promptly and ensure all rights are transferred to us.
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 Proprietary information arrangement. All our proprietary information, including all business,
technical and financial information, as well as customer and employee data, that the
employee learns or develops during their employment shall be kept confidential and only
used for our business purposes.
 Confidentiality. Employees shall maintain the confidentiality of the employer’s technical
secrets, trade secrets and any confidential business information both during and after
employment.
 No Competition. We have the right to enforce a non-competition period of six to 24 months
after the termination of employment. During this period, the employee is not allowed to
work for competitors listed in the agreement, start competing businesses, or solicit our
customers and suppliers.
Our Ongoing R&D Projects
We are committed to investing in research and development to strengthen our technological
leadership across core areas of robotics, including end-to-end navigation, functional safety and
human−robot interaction. Our current initiatives include a mix of internal innovation and strategic
academic collaborations. All projects involved collaborations with independent third parties do not
involve our material technologies.
We are developing an end-to-end and real-time autonomous navigation system for forklifts. This
R&D project focuses on the construction of a deep neural network capable of autonomous control and a
panoramic fisheye camera-based mapping model. Additionally, we are integrating large language
models into the system to allow customers to control forklifts through natural language instructions,
thereby improving accessibility and operational intuitiveness.
We are also developing a functional safety controller to meet evolving safety requirements. This
initiative focuses on research into safety-compliant industrial bus technologies and system architecture
integrating advanced safety mechanisms. This controller will incorporate modular safety features
compliant with the latest functional safety regulations. We are working on creating safety configuration
software to support flexible and safe robot deployment for multiple types of robots.
In collaboration with a prestigious university, we are working on semantic model and navigation
technologies combining visual-language mapping with SLAM. The technologies enable controllers to
generate dynamic multi-layer semantic maps containing object semantics, states and spatial
relationships in real time, which support task planning and management through semantic-level
understanding.
These projects reflect our ongoing commitment to advancing the intelligent robot industry through
both foundational research and application-oriented innovation.
Our In-house R&D Process
Our R&D process follows a structured development framework that integrates technology research
with product application scenarios and commercialization considerations, and is tailored to different
types of products, robotic controllers, robots and software.
Our R&D cycles vary depending on the technical complexity and development needs of each
product. Typically, robotic controllers require a development cycle of approximately of six to 12
months. Development of a robot usually requires a period of time ranging from one and half months to
three months, and the iteration of the major version of software usually takes three months. From initial
research to full-scale commercialization, we take a holistic approach to innovation:
This collaborative process helps validate that our innovations are market-ready and aligned with
customer expectations.
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Conceptual Design Development, Testing and Validation Commercialization and Lifecycle
Maintenance
Hardware
(Robotic Controllers)
(R&D Cycle of
6 to 12 Months)
Existing
products
adopting new
technologies
Existing
technologies
used in new
products
Hardware (Robots)
(R&D Cycle of 1.5
to 3 Months)
Analysis of needs and technology
and conceptual solution
Software
(Significant Iteration
Generally
Takes 3 Months)
Review by cross-functional team
Establishment of project
development team
Product definition
Assessment of performance
Project review
Prototype design
Project proposal
Product development
PCB design
Prototype test and validation
Development of the entire device
Test and validation of the
entire device
Manufacturing
Customer pilot trial
Product launch
Product lifecycle management
Iteration and optimization
Review
Team review
Engineering prototype
development
Development of market-ready
prototype
Test and iteration
Review before product launch
Test and iteration
Coding
Test
Integration
High-fidelity design draft
NO
NO
NO
NO
NO
NO
NO
NO
The following table sets forth a breakdown of the number of our research and development
personnel by product types for the years indicated.
As of December 31,
2023 2024 2025
Amount % Amount % Amount %
Robotic controller ........... 52 46.0 56 36.4 63 32.6
Robot .................. 15 13.3 28 18.2 68 35.2
Software ................. 38 33.6 63 40.9 57 29.5
Accessories ............... 8 7.1 7 4.5 5 2.6
Total ................... 113 100.0 154 100.0 193 100.0
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OUR TECHNOLOGY
Leveraging our interdisciplinary research and development capabilities, we have developed
proprietary technologies that cover all the key aspects in the intelligent robotic life cycle. Our core
technology capabilities can be broadly categorized into seven technology clusters, including (i) AI
technologies, (ii) robotic control technologies, (iii) positioning and navigation technologies, (iv)
machine vision technologies, (v) functional safety technologies, (vi) electronic circuit design, and (vii)
software system architecture.
AI Technologies
Our AI technologies are built on an advanced multimodal model, data-driven deep learning
frameworks and high-performance edge AI systems. Core innovations in our AI technologies include
multi-layer semantic mapping, end-to-end navigation, VLA and reinforcement learning technologies.
 Our multi-layer semantic mapping integrates a 3D point cloud layer and an environmental
semantic layer, which enable natural language task interactions and precise perception in
diverse environments, thereby supporting generalization and industrial-grade reliability.
 We developed the first end-to-end navigation model in the intelligent robot industry, which
integrates perception, prediction, planning and control into a unified model. It enables robots
to directly translate raw sensor inputs to control commands, allowing for real-time
navigation in indoor environments.
 Our VLA and reinforcement learning technologies combine VLA with reinforcement learning
and data collected from real-world operations to enable autonomous task optimization,
improving robots’ success rate in recognition, picking and handling scenarios.
We have also built a data-driven R&D framework, covering standardized data collection and
annotation and model training and deployment. Our teleoperation system is compatible with multiple
robot types, enabling efficient collection of diverse real-world operation data and providing a strong
data foundation for imitation learning. In addition, we developed world models generation technology
based on 3D Gaussian algorithms for simulation, data collection and annotation purposes, accelerating
the generalization of our algorithms.
Robotic Control Technologies
We have developed a high-performance and modular robot control framework consisting of
advanced motion control and whole-body control technologies, which enable precise, stable and
efficient robot operation across a wide range of robotic configurations, from conventional AMRs to
intelligent forklifts and complex humanoid robots.
Motion Control
Our robotic controllers are built to support a comprehensive range of mainstream motion models,
such as two-wheel and four-wheel differential drives, single- and multi-steering wheels and triple
omni-wheels. In addition, our controllers support multi-degree-of-freedom motion in 3D space, such as
movement of multi-axis robotic arms, torso posture adjustment and coordinated joint control, which
enables robots to execute complex spatial tasks with precision.
With multi-core heterogeneous architecture, our controllers achieve hardware-level real-time task
management scheduling, which enables rapid response to control commands. We formed a deterministic
and low-latency control network optimized for high-speed and high-precision robotic operations based
on EtherCAT industrial real-time communication bus.
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Whole-Body Control
Our advanced whole-body control system is engineered to support complex robot models, such as
wheeled humanoid robots, that require high-performance coordination across multiple limbs. Built on
our integrated controller framework, the system synchronizes sensor inputs and actuator commands
across the robot’s head, arms, torso and chassis. Our real-time task management and scheduling
mechanism ensures all actuators operate precisely and harmoniously.
The architecture supports multimodal perception, including vision and force, allowing for overall
optimization of environment perception, path planning and task execution. The central controller
orchestrates all modules in real time, enabling coordinated motion planning, adaptive posture, and safe
human−robot interaction in collaborative scenarios. The intelligent and real-time algorithms allow for
rapid adaptation to different scenarios while maintaining safety and efficiency.
Machine Vision Technology
Machine vision is one of the core technologies applied in our robots. Our proprietary vision
recognition algorithms based on machine learning enhance robots’ environment perception, object
detection and decision-making capabilities, significantly improving system intelligence and operational
efficiency. Equipped with such technology, robots are able to accurately detect and determine the
position and posture of target objects and adjust their own positions to efficiently perform tasks such as
lifting, forking, transporting and grasping.
We also have developed advanced material and position recognition technology for robots with
robotic arms. By collecting material data through visual sensors and analyzing data through deep
learning models, our robots are capable of recognizing different material types, thereby enabling
flexible grasping and improving automation and adaptability across various scenarios. Our visual
servoing capabilities allow robots to dynamically adjust motion paths in real time based on visual
feedback, enhancing both adaptability and precision during operations.
Furthermore, we have established a machine vision R&D framework covering data collection,
annotation, training, deployment and optimization. Through quantization, pruning and edge deployment
techniques, we significantly improve the efficiency of our machine vision system to deliver stable and
low-latency performance of robots. Such advancements not only enhance the generalization capabilities
of robotic operations, but also help our customers reduce costs and improve efficiency.
Positioning and Navigation Technologies
We have developed a robust and versatile suite of navigation technologies focused on reliability,
stability, safety and ease of use, especially in highly dynamic and complex environments:
 Our proprietary SLAM technology delivers superior usability and stability, achieving stable
navigation without artificial markers by identifying fixed environmental features.
 Our globally advanced 3D SLAM and feature positioning technology leverages multi-line
LiDARs to identify stable environmental features, enabling high-precision, high-robustness
localization even in changing environments with only approximately 10% fixed reference
points, greatly enhancing deployment flexibility.
 Our VSLAM is a pure vision-based positioning method that complements LiDAR-based
SLAM and performs well in dynamic, repetitive, or open environments. Built on this
technology, we have achieved automatic map updates even in totally dynamic environments.
 Supported by efficient self-calibration algorithms and strict calibration processes, our robots
achieve an outstanding repeatable positioning accuracy of ±2 mm, thereby ensuring
consistent and repeatable accuracy across different robots.
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 Our full-perception fusion technology uses data from multiple types of sensors to enhance
robots’ ability to perceive and understand their environment, laying a foundation for
autonomous decision-making and operation.
 Our navigation algorithms employ a proprietary multi-layer decision-making framework that
adapts to changes in robot form, load size and environmental conditions. The algorithm
automatically adjusts the robot’s collision detection model when the robot’s shape or load
dimensions change, ensuring that the robot avoids obstacles and arrives at destinations fast
and safely.
 Our distributed multi-agent coordination algorithms synchronize localization and status data
among multiple robots, and support real-time negotiation of navigation paths, enabling them
to autonomously follow traffic rules and queuing logic without relying on centralized
dispatch systems. This significantly enhances deployment flexibility in certain application
scenarios and expands the boundaries of robotic applications.
Functional Safety Technologies
We have developed a smart, cost-effective safety module integrated into our SRC-3000FS
controller to meet stringent functional safety standards. By embedding safety features directly into the
controller and allowing configuration through software interfaces, we have significantly reduced the
cost and complexity of deploying safety functions in robotic applications.
The safety system is built on a dual-MCU architecture that complies with international safety
standards such as IEC 61508 SIL2 and ISO 13849-1 Category 3. It includes cross-monitoring,
dual-channel signal processing and feedback mechanisms to maintain reliable performance. Key safety
functions include:
 Dynamic Safety Zoning. Our robots are typically equipped with safety-grade components
such as laser scanners, encoders and safety-related input and output modules to adjust the
scope of warning and protection zones around the robot in real time. For example, the
protective area expands when the robot moves at higher speeds and contracts when it flows
down with reduced false alarms. With 12 digital input/output channels, the system allows
switching between eight predefined protective areas.
 Emergency Stop. The system supports Category 0 emergency stops, which cut off power
immediately within 5 milliseconds. It uses dual safety relays or a safe torque-off signal to
immediately disable the robot’s motors without shutting down the entire system.
 Obstacle Avoidance. The obstacle avoidance function uses a Category 3-compliant laser to
detect nearby obstacles and triggers an instant safe shutdown to provide quick response to
unexpected situations.
 Redundant Speed and Position Monitoring. The system uses dual-encoder interfaces to track
wheel speeds and relies on dual proximity switches to monitor mechanical limits, which
helps prevent unsafe movements or structural overreach.
Our system delivers a high level of safety with a performance level d under ISO 13849-1 (“ PLd”)
and a probability of dangerous failure per hour below 1×10
-6, making us among the few players in the
intelligent robot industry that have achieved the PLd safety performance level. All key signal channels
are protected against overcurrent, short circuits and overheating. The safety software adopts a layered
design that strictly isolates safety logic from non-safety functions and uses multiple integrity checks to
verify data accuracy and maintain system stability.
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Electronic Circuit Design
We design and integrate complex electronic systems independently, with capabilities covering
circuit design, embedded platforms, system integration, thermal and electromagnetic compatibility
design. These capabilities are widely applied in autonomous mobile robots and wheeled humanoid
robots that require high reliability, fast processing and real-time control.
We have built a modular and scalable embedded platform consisting of both microcontroller-based
platform and high-performance computing platform that supports robotic control, sensing and
decision-making tasks. Our advanced circuit board design is able to handle complex systems with
multiple communication protocols and comprehensive bus design. With high-speed interface design, we
achieve rapid data transmission across modules. To adapt to industrial and electromagnetically complex
environments, we developed anti-electromagnetic interference and electromagnetic compatibility,
covering component layout, shielding and protection strategies.
To ensure product reliability and consistency, we have built four specialized testing platforms
covering communication, sensors, electrostatic discharge, and environmental adaptability. These
platforms enable automated testing, stress simulation, and pre-mass production screening for product
consistency from R&D to delivery.
Software System Architecture
With years of experience in software architecture, we have developed a suite of software,
including the M4 smart scheduling and management system, Meta series of visualization software, RDS
and Nebula system, which have been deployed across thousands of industrial scenarios. Our software
stack consists of:
 Metadata Modeling. Our architecture adopts metadata-driven design, enabling dynamic data
model configuration, reducing hardcoded logic, increasing development flexibility and
supporting complex system designs.
 Low-Code Engine. Our engine allows users to quickly build workflows and user interfaces
using drag-and-drop tools with minimal scripting. Users can monitor task execution visually
and adapt the system easily to changing business demands.
 Script Engine. We have developed a flexible script engine that supports multiple
programming languages, such as Python, JavaScript, TypeScript and Go. It enables seamless
integration with external systems and supports the development of custom logic through
open-API.
 Intelligent Scheduling Algorithms. Based on advanced multi-agent pathfinding algorithms,
our system supports path planning that avoids deadlocks, produces optimal results, and
manages spatial conflicts dynamically. It also enables free detour planning without relying
on predefined routes. These features allow for highly efficient coordination among robots.
 Smart Task Assignment. Using a range of optimization algorithms, we enable intelligent and
flexible real-time task allocation. Features such as dynamic batching, ridesharing for tasks
and priority-based assignment allow the system to make decisions based on real-time
inventory and robot status, improving operational efficiency significantly.
 3D Rendering & Reconstruction. We apply real-time 3D rendering technologies for realistic
digital twin applications. Combined with 3D Gaussian reconstruction, we can quickly
recreate the operating environment, enabling simulation and AI training based on world
models.
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 All-in-One Architecture. We integrate complex systems such as FMS, WCS, and WMS into a
unified architecture. This architecture allows customers to manage their entire operations
with a single system, simplifying the use of software and ensuring consistent user experience
across various business scenarios.
Through this technology framework, we have established a solid technological foundation that
supports the development and deployment of robots across diverse industrial environments. Through
continuous investment in proprietary innovation and by leveraging the scalability of our platform
model, we are well-positioned to drive innovations in the intelligent robot industry.
OUR CUSTOMERS
Over the years, we have cultivated a broad and geographically diversified customer base spanning
over 35 countries and regions, with a strong presence in both China and international markets. We sell
our products exclusively through direct sales by members of our Group based in Chinese Mainland,
which allows us to maintain close relationships with our customers and promote a high level of service
and responsiveness. We identify and engage with prospective customers through a variety of
approaches, including participating industry exhibitions and through online platforms. In addition, we
are gradually strengthening our overseas sales capabilities and maintaining our relationships with
overseas customers by exploring localized talent recruitment. Our sales team plays a critical role in
shaping our brand image by directly engaging with customers to present product features, address
inquiries and gather real-time feedback. Equipped with deep product knowledge, our sales force also
communicates with customers to understand their evolving preferences, quality expectations and
emerging market demands, contributing insights that feed directly into our product development and
marketing strategies.
In 2023, 2024 and 2025, we generated revenue from 587, 832 and 1,150 customers, respectively.
Our customers comprise: (i) integrators, who integrate our products into broader automation solutions
by adding components, software and custom engineering to serve the end applications of their clients,
and (ii) end customers, which include corporate customers across a range of industries such as 3C,
automotive, automation equipment, new energy, semiconductors, construction machinery and
biopharmaceuticals. Generally, end users of our integrator customers are not directly involved in the
selection of our products. However, in some cases, end users may play an active role, such as by
requesting the use of specific brands for key components or accessories. By serving both integrators
and end customers, we are able to remain attuned to the evolving needs of complex industrial scenarios
and refine products to address diverse market demands, thereby expanding our market reach and
deepening our industry exposure.
The following table sets forth certain operating metrics by customer type for the years indicated:
For the Y ear Ended December 31,
2023 2024 2025
Revenue (RMB in thousands)
— Integrators ......................... 195,451 263,531 366,375
— End customers ....................... 53,572 75,792 75,502
Revenue contribution (%)
— Integrators .......................... 78.5 77.7 82.9
— End consumers ....................... 21.5 22.3 17.1
Gross profit (RMB in thousands)
— Integrators ......................... 100,526 120,284 179,700
— End customers ....................... 21,900 35,401 29,595
Gross profit margin (%)
— Integrators ......................... 51.4 45.6 49.0
— End customers ....................... 40.9 46.7 39.2
The gross profit margin from integrators decreased from 51.4% in 2023 to 45.6% in 2024,
primarily due to the decrease in revenue contribution from robotic controllers, which carry a higher
gross profit margin. The gross profit margin from integrators increased from 45.6% in 2024 to 49.0% in
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2025, primarily due to (i) the increase in the gross profit margin of robots, which accounted for a
significant portion of revenue from integrators, and (ii) the increase in revenue contribution from
robotic controllers.
The gross profit margin from end customers increased from 40.9% in 2023 to 46.7% in 2024,
primarily due to the increase in the gross profit margin of robots, which accounted for a significant
portion of revenue from end customers. The gross profit margin from end customers decreased from
46.7% in 2024 to 39.2% in 2025, primarily due to (i) the decrease in revenue contribution from
intelligent forklifts, which carry a higher gross profit margin, and (ii) the decrease in the gross profit
margin of lifting robots, whose revenue contribution increased during the same period.
The following table sets forth the movement of the outstanding contract value of our project
backlog during the Track Record Period:
As of/For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Balance as of the beginning of the year ........... 126,707 187,960 243,165
Addition ............................. 335,734 432,297 612,353
Completed ............................ 274,481 377,092 494,838
Balance as of the end of the year ............. 187,960 243,165 360,680
Note: The contract value of our project backlog is calculated based on the outstanding balance as of the end of the relevant year
and does not take into account any subsequent adjustments to the underlying contracts.
Key terms of our agreements with customers include:
 Product Delivery. We are responsible for delivering products to the customer’s designated
location.
 Product Acceptance. Customers must inspect and accept the products within a period as
agreed in the contract.
 Payment Terms. Customers make full payment or pay in installments based on milestones
such as contract signing, shipment, delivery and final acceptance.
 Liability . We assume full liability for quality issues and related customer claims.
 Warranty. Products are covered by a standard warranty of 14 months from delivery or 12
months from acceptance, whichever is earlier.
 Termination. We have the right to terminate the agreement if a customer’s payment is
overdue for a specified period or a customer commits a material breach of the agreement
terms.
Our Major Customers
Over the years, we have forged relationships with companies across over 20 industries. We have
built up a broad and geographically diversified customer base in China and globally, spreading across
over 35 countries and regions. In 2023, 2024 and 2025, our aggregate revenue from the five largest
customers in each year during the Track Record Period was RMB51.7 million, RMB63.3 million and
RMB68.2 million, respectively, accounting for 20.8%, 18.6% and 15.4% of our total revenue,
respectively. In the same years, our revenue from the single largest customer in each year during the
Track Record Period was RMB18.2 million, RMB35.5 million and RMB19.1 million, accounting for
7.3%, 10.4% and 4.3% of our total revenue, respectively.
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The following tables set forth the details of our top five customers in each year during the Track
Record Period:
Customer Products provided
Y ear of
commencement of
business relationship Payment method Settlement method Customer type Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2023
Customer A (1) Robotic controllers,
robots, software and
accessories
2023 Prepayment Wire transfer or
accepted bill
Integrator 18,170 7.3%
Customer B
(2) Robotic controllers,
robots, software and
accessories
2021 Prepayment Wire transfer or letter of
credit
Integrator 11,821 4.7%
Customer C
(3) Robotic controllers,
robots, software and
accessories
2022 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 9,604 3.9%
Customer Group D
(4) Robotic controllers,
robots, software and
accessories
2022 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
End customer 6,156 2.5%
Customer Group E
(5) Robotic controllers,
robots, software and
accessories
2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 5,950 2.4%
Total 51,701 20.8%
Notes:
(1) A private company providing manufacturing automation solutions. It is incorporated in South Korea.
(2) A private company focusing on the design and manufacture of industrial vehicles. It is incorporated in Spain.
(3) A private company focusing on industrial robot manufacture based in Suzhou, Jiangsu Province. Its registered capital
amounted to RMB52.5 million.
(4) A powertrain system manufacturing group with operations in Tianjin; Wuxi, Jiangsu Province; Xuzhou, Jiangsu Province;
Wujiang, Jiangsu Province; and Suzhou, Jiangsu Province. All of the group members having business relationships with us
are private entities. The registered capital of the holding company of the group is US$150.0 million.
(5) A private manufacturing automation equipment provider with operations in Wuxi, Jiangsu Province and Shenzhen,
Guangdong Province. Its registered capital is RMB1,000.0 million.
Customer Products provided
Y ear of
commencement of
business relationship Payment method Settlement method Customer type Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2024
Customer C Robotic controllers,
robots, software and
accessories
2022 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 35,523 10.4%
Customer Group F
(1) Robotic controllers,
robots, software and
accessories
2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 7,449 2.2%
Customer Group G
(2) Robots, software and
accessories
2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
End customer 7,131 2.1%
Customer Group H
(3) Robotic controllers,
robots, software and
accessories
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 7,110 2.1%
Customer I
(4) Robots, software and
accessories
2023 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 6,042 1.8%
Total 63,255 18.6%
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Notes:
(1) A private tobacco machinery manufacturer with operations across Shanghai and Suzhou, Jiangsu Province. Its registered
capital amounted to RMB1,295.1 million.
(2) A public company listed on Shenzhen Stock Exchange, providing integrated circuit packaging services, headquartered in
Shanghai. Its registered capital amounted to RMB320.4 million.
(3) A private company focusing on industrial robot manufacture based in Shenzhen, Guangdong Province. Its registered capital
amounted to RMB5.6 million.
(4) A private company providing internet of things technology service based in Chongqing. Its registered capital amounted to
RMB5.0 million.
Customer Products provided
Y ear of
commencement of
business relationship Payment method Settlement method Customer type Revenue
Percentage
of total
revenue
(RMB’000)
For the year ended December 31, 2025
Customer Group J (1) Robotic controllers,
robots, software and
accessories
2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
End customer 19,057 4.3%
Customer C Robots, software and
accessories
2022 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 16,395 3.7%
Customer K
(2) Robotic controllers,
robots, software and
accessories
2020 Prepayment Wire transfer or
accepted bill
Integrator 12,582 2.9%
Customer L
(3) Robot controllers, robots
and accessories
2023 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
Integrator 10,103 2.3%
Customer M
(4) Robotic controllers,
robots, software and
accessories
2024 Prepayment Wire transfer or
accepted bill
Integrator 10,076 2.3%
68,213 15.4%
Notes:
(1) A state-owned group focusing on industrial components and machine manufacture based in Jinan, Shandong Province. Its
registered capital amounted to RMB3.0 billion.
(2) A private company providing information technology services based in Suzhou, Jiangsu Province. Its registered capital
amounted to RMB52.4 million.
(3) A private company providing intelligent technology and robotics solutions, based in Shanghai. Its registered capital
amounted to RMB50.0 million.
(4) A private company providing automation solutions mainly in the automotive industry. It is incorporated in India.
To the best of our knowledge, 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.
After-Sales Services
We strive to deliver all-round after-sales services that cater to the evolving needs of our
customers. Our after-sales services include:
 Warranty-based repair and maintenance. During the warranty period, we provide free repair
services in accordance with customers’ requests, including two complementary maintenance
services.
 Post-warranty services. After the warranty expires, we continue to provide responsive and
reliable support. While replacement parts are charged at cost, labor remains free.
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 24/7 support. Our after-sales service team operates around the clock to ensure uninterrupted
support. We respond to customer requests within 24 hours, and complete repairs within
seven calendar days.
 Technical consultation and support. We offer ongoing technical support through technical
manuals, online lectures and on-site visits, helping customers better understand and use our
products.
These services reflect our long-term commitment to supporting customers beyond the point of
sale. By ensuring reliable, responsive and cost effective after-sales support, we help customers reduce
operational disruptions and derive sustained value from our products.
SUPPLY CHAIN MANAGEMENT
Our suppliers primarily consist of (i) providers of components for the development and production
of our robot and robotic controllers and (ii) third-party manufacturers to produce our robotic controllers
and robots. We select leading suppliers in the relevant sectors in order to promote the availability and
quality of such components and services. Our procurement process is under constant review for higher
efficiency and cost-control purposes without jeopardizing the quality of deliverables.
Components
Currently, we only procure components in our supply chain, including key sensors, batteries,
drivers, motors and other components of robotic controllers. We generally require the suppliers to
develop and manufacture the components based on our specifications with quality standards satisfactory
to us.
To ensure the quality, reliability and efficiency of our component supply, we adopt a rigorous
supplier selection and evaluation process. We assess each supplier’s technical capabilities, including
their ability to meet our product specifications and offer customized solutions. We also evaluate their
quality management systems, delivery reliability, service responsiveness, pricing competitiveness and
financial health. Only those suppliers who can demonstrate consistent performance across all these
dimensions are selected. This stringent process enables us to build a resilient and high-performing
supply chain that underpins the quality and delivery standards of our products.
We place purchase orders with suppliers on a case-by-case basis. Key terms of our agreements for
the purchase of components include:
 Quality Control. All components must comply with applicable national and industry
standards as well as our technical specifications. We conduct inspections upon delivery and
reserve the right to reject, rework or return non-compliant goods.
 Delivery. Suppliers are generally responsible for delivering the components to our designated
locations in accordance with the agreed delivery schedule.
 Payment. Payments are subject to satisfactory completion of our inspection process and
formal acceptance of the delivered components.
 After-Sales Service. Suppliers are required to provide warranty coverage for generally 12
months from the date of acceptance.
 Liability. Suppliers assume full responsibility for any damages or claims resulting from
defects or delayed delivery of components.
 Confidentiality . Suppliers must keep all technical and commercial information confidential,
both during and after the term of the agreement.
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 Termination. We have the right to terminate the supply agreement under specific
circumstances, such as force majeure and a breach of material terms by the supplier.
Third-Party Manufacturers
During the Track Record Period, we outsourced the entire manufacturing process of our robotic
controllers and robots to third-party manufacturers. According to CIC, it is not uncommon for players
in the intelligent robot industry to outsource their manufacturing process. For robotic controllers, we
mainly procure core components including integrated circuits, Ethernet transceivers and industrial
control board modules, while other components provided by the third-party manufacturers. For robots,
except for our SRC series robotic controllers and major components such as LiDARs, our third-party
manufacturers are responsible for sourcing components. As of December 31, 2023, 2024 and 2025, we
had cooperated with 28, 34 and 42 third-party manufacturers, respectively. We maintained business
relationships with such third-party manufacturers for an average of over four years.
We mainly evaluate and select these manufacturers through a comprehensive process focused on
six key dimensions: technical capabilities, quality control, supply chain and delivery capability,
commercial terms, service support and financial stability. We prioritize third-party manufacturers with
proven experience in assembling similar products, the ability to interpret technical documents and the
flexibility to support design optimization and engineering changes based on our requirements. We also
require them to operate under established quality systems, such as ISO 9001, and demonstrate sound
inspection procedures and issue-resolution mechanism. Only those with strong production capability,
consistent delivery performance, responsive after-sales service and sound financial conditions are
selected to ensure long-term and sustainable partnerships.
We maintain strong relationships with our third-party manufacturers through frequent and open
communication. There was no material delay in delivery of services by third-party manufacturers during
the Track Record Period. Key terms of our agreements with third-party manufacturers included:
 Manufacturing . We engage third-party manufacturers to produce and/or assemble robots and
robotic controllers based on our proprietary designs and specifications. In many cases, we
provide the manufacturers with certain key components to be used in the manufacturing
process, such as modules and printed circuit board assembly used in manufacturing robotic
controllers, and robotic controllers and LiDARs used in manufacturing robots. Other than the
components and/or materials provided by us, the manufacturers need to procure the
remaining components to be used in producing controllers and/or robots based on our
requirements.
 Pricing . The unit price that is agreed by the third party manufacturers and us for the items to
be manufactured usually is a combination of (i) the costs of components and packaging
materials that the manufacturers purchase and use in manufacturing the items required by us
(excluding the components and/or materials supplied by us) and (ii) the costs of their
manufacturing services.
 Product Quality . Final products are required to meet applicable national and industry
standards, as well as our requirements. We conduct inspections upon delivery and reserve the
right to reject, request repairs or return any non-conforming goods.
 Delivery . Third-party manufacturers are responsible for delivering the finished goods to us
or directly to our customers.
 Term. Our agreements with third-party manufacturers are generally project-based and may be
renewed or terminated based on performance and evolving business needs.
 Intellectual Property . All intellectual property, including designs and technical
documentation, remains our sole property. Third-party manufacturers are not permitted to use
or share any related intellectual properties without our written consent.
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 Warranty . Core components as specified in the agreements sourced from third-party
suppliers carry a two-year warranty, while other parts carry a one-year warranty. Third-party
suppliers are responsible for providing repairs, replacements, and 24/7 technical support
during the warranty period.
 Liability . Third-party manufacturers assume full liability for quality issues, delivery delays,
and related customer claims.
 Confidentiality . Third-party manufacturers must keep all technical and commercial
information strictly confidential, both during and after the term of the agreement.
 Termination. We have the right to terminate the supply agreement under specific
circumstances, such as force majeure, a breach of material terms by the third-party
manufacturer or mutual consent.
Our Major Suppliers
Our major suppliers are manufacturing services and components providers, all of which are
located in Chinese Mainland. In 2023, 2024 and 2025, our aggregate purchase from the five largest
suppliers in each year during the Track Record Period was RMB50.7 million, RMB71.0 million and
RMB75.8 million, respectively, accounting for 40.1%, 38.7% and 32.6% of our total cost of sales,
respectively. For the same years, our purchase from the single largest supplier in each year during the
Track Record Period amounted to RMB18.4 million, RMB29.0 million and RMB23.4 million,
accounting for 14.5%, 15.8% and 10.1%, respectively, of our total cost of sales.
The following tables set forth the details of our top five suppliers in each year during the Track
Record Period:
Supplier
Products/services
provided
Y ear of
commencement of
business
relationship Payment method Settlement method Purchase
Percentage
of total cost
of sales
(RMB’000)
For the year ended December 31, 2023
Supplier A (1) Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
18,392 14.5%
Supplier Group B
(2) Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
12,714 10.0%
Supplier C
(3) Components 2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
6,830 5.4%
Supplier D
(4) Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
6,505 5.2%
Supplier E
(5) Components 2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
6,283 5.0%
Total 50,724 40.1%
Notes:
(1) A private company focusing on material handling equipment manufacture based in Jiaxing, Zhejiang Province. Its
registered capital amounted to RMB42.0 million.
(2) A private company focusing on industrial robot manufacture based in Shenzhen, Guangdong Province. Its registered capital
amounted to RMB5.6 million.
(3) A private company focusing on electronic component manufacture based in Guangzhou, Guangdong Province. Its
registered capital amounted to 䓁1.2 million.
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(4) A private company focusing on industrial robot manufacture based in Suzhou, Jiangsu Province. Its registered capital
amounted to RMB5.0 million.
(5) A private company focusing on electronic component manufacture based in Shanghai. Its registered capital amounted to
䓁4.0 million.
Supplier
Products/services
provided
Y ear of
commencement of
business
relationship Payment method Settlement method Purchase
Percentage
of total cost
of sales
(RMB’000)
For the year ended December 31, 2024
Supplier A Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
29,005 15.8%
Supplier Group B Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
16,315 8.9%
Supplier Group F
(1) Manufacturing
services
2021 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
10,467 5.7%
Supplier G
(2) Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
7,721 4.2%
Supplier H
(3) Manufacturing
services
2024 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
7,520 4.1%
Total 71,028 38.7%
Notes:
(1) A private company focusing on forklift and relevant component manufacture based in Hefei, Anhui Province. Its registered
capital amounted to RMB5.0 million.
(2) A private company focusing on industrial equipment manufacture based in Shanghai. Its registered capital amounted to
RMB5.0 million.
(3) A private company focusing on industrial robot manufacture based in Wuxi, Jiangsu Province. Its registered capital
amounted to RMB1.5 million.
Supplier
Products/services
provided
Y ear of
commencement of
business
relationship Payment method Settlement method Purchase
Percentage
of total cost
of sales
(RMB’000)
For the year ended December 31, 2025
Supplier A Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
23,428 10.1%
Supplier C Components 2020 Monthly installment Wire transfer or
accepted bill
16,933 7.3%
Supplier I
(1) Manufacturing
services
2023 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
11,937 5.1%
Supplier Group B Manufacturing
services
2020 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
11,891 5.1%
Supplier J
(2) Manufacturing
services
2023 Payment by installments
within a three-month
period
Wire transfer or
accepted bill
11,659 5.0%
Total 75,848 32.6%
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Notes:
(1) A private company focusing on forklift and relevant component manufacture based in Hefei, Anhui Province. Its registered
capital amounted to RMB5.0 million.
(2) A private company providing intelligent factory solutions and logistics robots, based in Suzhou, Jiangsu Province. Its
registered capital amounted to RMB22.0 million.
We have proactively diversified our supply chain by engaging multiple suppliers for all key
components, each offering comparable terms and cost structures. These alternative sources allow us to
maintain stable supply chain or source key components or manufacturing services from other suppliers
without material impact on pricing, continuity or quality in the event of any supply disruption. Based
on the foregoing, although our top five suppliers for each year during the Track Record Period
accounted for a considerable portion of our total cost of sales for the same years, our Directors are of
the view that we do not rely on any single supplier.
Our Directors confirm that we had not experienced any significant material fluctuation in prices
set by our suppliers, material breach of contract on the part of our suppliers or delay in delivery of our
orders from our suppliers during the Track Record Period. As of the Latest Practicable Date, none of
our Directors, their associates nor 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.
SALES AND MARKETING
We employ a comprehensive, multi-channel marketing strategy to enhance brand visibility, engage
with customers and drive adoption of our products across both domestic and international markets:
 Online Marketing. Our digital marketing efforts are tailored to resonate with regional
audiences. In China, we leverage platforms such as Baidu for sustained brand visibility and
utilize content-driven channels such as Zhihu, Bilibili and Toutiao to engage potential
customers. For international outreach, we deploy targeted campaigns through Google Ads to
capture global search traffic and use LinkedIn for strategic engagement.
 Offline Engagement. We actively participate in key industry exhibitions across North
America, Asia and Europe, including ProMat, Automate, LogiMAT, China International
Industry Fair, CeMAT Asia and the South China International Industry Fair. We also have
established a showroom providing immersive experiences, allowing visitors to interact with
our products firsthand and reinforcing our brand’s credibility.
 Industry Advocacy. We actively contribute to the development of widely recognized industry
publications and technical standards. Notably, we participated in the formulation of the
national standard Technical Requirements for Robot Adaptability (GB/T 44589-2024), and
we are currently contributing to the drafting of the national standard Data Interface
Requirements for Industrial Mobile Robot Dispatch Systems. We also served as co-editor of
the 2022 Blue Book on Industrial Mobile Robot (AGV/AMR) Controllers, a frequently cited
reference across the sector. Through the continuous delivery of professionally curated
content, we seek to enhance customer confidence and reinforce global brand recognition.
THIRD-PARTY PAYMENT ARRANGEMENT
During the Track Record Period, we accepted payments made by third parties to settle the
amounts that several customers owed to us in connection with their purchases of our products. The
customers who settled payments through third-party channels are referred to as “Third-Party Settled
Customers.” We accepted third-party payments primarily to facilitate our collection of trade receivables.
The third parties who made the payments to us under these third-party payment arrangements during the
Track Record Period, referred to as “Third-Party Payers,” were primarily (i) the entities that had
existing business relationships with the Third-Party Settled Customers, and (ii) individuals who are the
controlling shareholders of Third-Party Settled Customers who initially purchased the products from us
or family members of such Third-Party Settled Customers. In 2023, 2024 and 2025, the aggregate
amount settled through such third-party payments was RMB77.6 thousand, RMB790.8 thousand and
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RMB10.1 thousand, respectively, representing less than 0.1% of our total revenue for the corresponding
periods. The number of Third-Party Settled Customers was two, three and one in 2023, 2024 and 2025,
respectively. The amount of third-party payment increased from 2023 to 2024 primarily due to our
business growth. We have ceased accepting any third-party payment as of August 31, 2025, which
resulted in a decrease in the amount of third-party payment in 2025. According to CIC, it is not
uncommon that enterprises in the intelligent robot industry engage in third-party payment arrangements.
As advised by our PRC Legal Advisor, our Directors are of the view that the cessation of the
third-party payment arrangements would not have any material adverse impact on us. After consulting
with the internal control consultant, the Directors are of the view that our enhanced internal control
measures are adequate to prevent recurrence of third-party payment arrangements. Based on the views
of the Company’s PRC Legal Advisor and industry consultant and the consultation with the internal
control consultant, as well as the Sole Sponsor’s independent due diligence, nothing has come to the
Sole Sponsor’s attention that would cause it to reasonably cast doubt on the Directors’ view as stated
above.
We identified the relationships between the Third-Party Payers and the Third-Party Settled
Customers and the legality of the arrangements through publicly available online information,
verification by sales personnel and supporting documents provided by the customers.
During the Track Record Period and up to the Latest Practicable Date, (i) we had not encountered
any disputes with, nor received any refund request from, any Third-Party Settled Customer or
Third-Party Payer, (ii) we had not been subject to any administrative penalties by any PRC government
authorities with respect to the third-party payment arrangements, and (iii) the pricing, payment and
other salient terms of the agreements we entered into with the Third-Party Settled Customers were in
line with our other customers not involved in the Third-Party Payment Arrangement.
During the Track Record Period and up to the Latest Practicable Date, (i) the third-party payments
we accepted were not intended to circumvent any applicable PRC tax laws and regulations or other
applicable PRC laws and regulations, (ii) all payments we received from the Third-Party Payers had
been duly recorded according to the accounting procedures and policies, (iii) we had fully paid all taxes
applicable to the payments we received from the Third-Party Payers according to applicable PRC tax
laws and regulations, and (iv) we had not been subject to any inquiry, investigation or administrative
penalties by the competent government authorities concerning the PRC tax laws and regulations as a
result of the third-party payments we received. Based on the foregoing, as advised by our PRC Legal
Advisor, the third-party payments we accepted during the Track Record Period were in compliance with
imperative provisions of applicable PRC laws or regulations.
To the best knowledge of our Directors, during the Track Record Period and up to the Latest
Practicable Date, (i) our third-party payments are backed by legitimate transaction and commercially
reasonable arrangements, and there is no concealment or misrepresentation of the origin or nature of
any criminal proceeds or income derived from such proceeds, which means these payments do not
constitute money laundering, nor do they involve any situation that would lead to criminal liability
under applicable PRC laws and regulations; (ii) we have established internal control systems to ensure
the authenticity, legality and compliance of business activities involving third-party payments, including
entering into tripartite payment agreements with both Third-Party Settled Customers and payers; and
(iii) we have not engaged in any activities that would violate Article 191 of the Criminal Law of the
PRC, which pertains to the concealment or misrepresentation of the origin and nature of criminal
proceeds.
To manage the potential risks associated with third-party payments, we have implemented an
account receivable management policy with clear guidelines to manage third-party payments, such as
prohibiting unauthorized third-party payments, requiring the use of entrusted payment agreements, and
establishing evaluation and monitoring procedures for third-party transactions. We require all parties
involved in third-party payment arrangements, including Third-Party Payers and Third-Party Settled
Customers, to sign an entrusted payment agreement with us. Under this agreement, the Third-Party
Payer, acting on behalf of the Third-Party Settled Customer, will pay us the amounts owed by the
Third-Party Settled Customer. Our finance department is responsible for evaluating the reasonableness
and necessity of any third-party payments, examining whether the payment amounts to be paid
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accurately reflect the outstanding amounts owed to us, verifying the authenticity of the payments, and
deciding on the authorization of the third-party payment arrangement. They promptly report any
unauthorized or unusual payments made by Third-Party Payers on behalf of Third-Party Settled
Customers to the sales department and senior management. After consulting with our internal control
consultant, our Directors believe internal control measures are sufficient to prevent the recurrence of
third-party payments.
See “Risk Factors — Risks Relating to Our Business and Industry — The wide variety of payment
methods that we accept subjects us to third-party payment processing related risks” for details.
INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights are important to our business. Our future commercial success depends,
in part, on our ability to obtain and maintain patents and other intellectual property rights and
proprietary protections for commercially important technologies, inventions and know-how related to
our business, defend and enforce our patents, preserve the confidentiality of our trade secrets, and
operate without infringing, misappropriating or otherwise violating the intellectual property rights of
third parties.
As of the Latest Practicable Date, we owned 195 registered patents in China and four registered
patents in Japan, among which 67 are invention patents. As of the same date, we had 31 patent
applications in China and eight PCT applications, which were pending approval. We believe there are
no material impediments to the grant of such patent applications. As of the Latest Practicable Date, we
had 53 software copyrights in China and 174 registered trademarks globally.
We acquire patents through self-development. During the Track Record Date and as of the Latest
Practicable Date, we owned all our patents as well as patent applications and had no co-ownership or
co-sharing arrangements of our patents and patent applications with third parties.
The table below sets out the portfolio of material granted patents for our core technologies in
relation to our Specialist Technology Products as of the Latest Practicable Date, for which we are the
registered owner:
No. Name of patent Type Covered region Registered owners
Related specialist
technology product
Patent registration
number Date of grant Expiry date
1 Multi-line laser positioning method and
positioning device, computer equipment,
storage medium .........
Invention Patent China Our Company Robotic controller ZL 2022 1
1496783.8
April 7, 2023 November 27, 2042
2 An automatic map update method and
system, and storage medium .....
Invention Patent China Our Company Robotic controller ZL 2023 1
0277053.7
July 4, 2023 March 20, 2043
3 Calibration method and system for
steering wheel installation position of
mobile robots, and storage medium ..
Invention Patent China Our Company Robotic controller ZL 2023 1
0275078.3
July 4, 2023 March 20, 2043
4 Joint parameter calibration method,
system, device, and storage medium for
mobile robots ..........
Invention Patent China Our Company Robotic controller ZL 2023 1
0317609.0
July 4, 2023 March 28, 2043
5 A transportation dispatch task scheduling
method, system, and storage medium ..
Invention Patent China Our Company Software ZL 2023 1
0641298.3
October 31, 2023 May 31, 2043
6 A cross-regional path planning method,
system, and storage medium .....
Invention Patent China Our Company Software ZL 2023 1
0882244.6
October 31, 2023 July 17, 2043
7 A 2D laser localization quality evaluation
method, system, and storage medium ..
Invention Patent China Our Company Robotic controller ZL 2023 1
0964885.6
October 31, 2023 August 1, 2043
8 A method and system for planning robot
detour paths on a navigation route ..
Invention Patent China Our Company Robotic controller ZL 2023 1
0832043.5
October 31, 2023 July 6, 2043
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No. Name of patent Type Covered region Registered owners
Related specialist
technology product
Patent registration
number Date of grant Expiry date
9 A method, system, and storage medium
for detecting 2D laser localization loss .
Invention Patent China Our Company Robotic controller ZL 2023 1
1098384.0
November 24, 2023 August 28, 2043
10 A path planning method for an
autonomous driving device .....
Invention Patent China Our Company Robotic controller ZL 2021 1
0748031.5
December 15, 2023 June 30, 2041
11 A calibration method and system for
robotic arm calibration data, and storage
medium ............
Invention Patent China Our Company Robotic controller ZL 2023 1
1472397.X
January 23, 2024 November 6, 2043
12 A 3D grasping method and system for
composite robots based on object plane
features ............
Invention Patent China Our Company Robotic controller ZL 2022 1
0746771.X
March 19, 2024 June 27, 2042
13 A recognition and localization method and
system based on neural networks, and a
storage medium .........
Invention Patent China Our Company Robotic controller ZL 2023 1
1608176.0
March 19, 2024 November 28, 2043
14 A 3D hand-eye calibration method and
device for mobile robots ......
Invention Patent China Our Company Robotic controller ZL 2021 1
0689530.1
March 26, 2024 June 20, 2041
15 A 3D moving object tracking method,
system, and storage medium .....
Invention Patent China Our Company Robotic controller ZL 2024 1
0048656.4
April 9, 2024 January 11, 2044
16 A multi-robot cooperative freight control
method, system, and storage medium ..
Invention Patent China Our Company Software ZL 2024 1
0013110.5
April 9, 2024 January 3, 2044
17 An automatic map updating method and
device for mobile robots ......
Invention Patent China Our Company Robotic controller ZL 2021 1
0688684.9
April 9, 2024 June 20, 2041
18 A laser SLAM method based on phase
correlation and factor graph, and
readable storage medium ......
Invention Patent China Our Company Robotic controller ZL 2021 1
0689529.9
April 30, 2024 June 20, 2041
19 Degenerate splicing method, device, and
storage medium for trajectories
containing straight path segments ...
Invention Patent China Our Company Robotic controller ZL 2021 1
1151249.9
May 3, 2024 September 28, 2041
20 A multi-agent path planning method based
on floating resources, navigation server,
and readable storage medium ....
Invention Patent China Our Company Software ZL 2021 1
1595537.3
August 13, 2024 December 23, 2041
21 Deviation correction method, system, and
storage medium for cargo picking and
placing by box-type handling robots ..
Invention Patent China Our Company Robotic controller ZL 2024 1
1107295.2
October 15, 2024 August 12, 2044
22 A collaborative robot motion path
planning method, system, and storage
medium ............
Invention Patent China Our Company Robotic controller ZL 2024 1
1290700.9
February 14, 2025 September 13, 2044
23 Map stitching method, storage medium,
and electronic device .......
Invention Patent China Our Company Robotic controller ZL 2025 1
0075142.2
May 6, 2025 January 16, 2045
24 A robot TCP calibration method, system
and storage medium based on primitive
geometric elements ........
Invention Patent China Our Company Robotic controller ZL 2023 1
0570842.X
May 19, 2023 May 18, 2043
25 A method, system and storage medium for
ensuring multi-robot consensus ...
Invention Patent China Our Company Robotic controller ZL 2025 1
0500560.1
April 21, 2025 April 20, 2045
26 A method and system for pallet
identification and positioning based on
a 3D sensor ..........
Invention Patent China Our Company Robotic controller ZL 2022 1
0750713.4
June 28, 2022 June 27, 2042
27 A steering angle compensation calibration
method and system for
multi-steering-wheel robotic mobile
chassis ............
Invention Patent China Our Company Robotic controller ZL 2026 1
0044364.2
April 7, 2026 January 13, 2046
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No. Name of patent Type Covered region Registered owners
Related specialist
technology product
Patent registration
number Date of grant Expiry date
28 A robot calibration method, system, and
storage medium based on optical motion
capture ............
Invention Patent China Our Company Robotic controller ZL 2026 1
0038565.1
April 21, 2026 January 12, 2046During the Track Record Period and up to the Latest Practicable Date, we had not been involved
in any material legal, arbitral, or administrative proceedings or claims of infringement of any
intellectual property rights, in which we may be a claimant or a respondent. Our Directors confirm that
they are not aware of any material legal, arbitral or administrative proceedings for infringement of any
third party’s intellectual property rights by us as of the Latest Practicable Date.
LOGISTICS AND INVENTORY MANAGEMENT
We engage third-party logistics service providers for delivery services. Robotic controllers and
robots that have passed quality inspections are delivered by the logistics service providers directly to
locations specified by our customers.
Our inventories include (i) raw materials, consisting primarily of components and consumables
used on robots; (ii) work in progress, representing products that are still in the manufacturing or
assembly process and not yet ready for sale; (iii) finished goods, consisting primarily of products that
have not been sold to customers and (iv) goods in transit, consisting primarily of products that have
been shipped to customers. As of December 31, 2023, 2024 and 2025, our inventories were RMB85.3
million, RMB94.9 million and RMB107.1 million, respectively. See “Financial Information —
Discussion of Certain Key Items on Consolidated Statements of Financial Position — Assets —
Inventories” for details. We have a strict inventory control policy to monitor our inventory levels to
minimize obsolete inventory. Through close coordination with our customers and our third-party
manufacturers, we are able to carry fewer components and in-process inventories and lower our
inventory risk.
To prevent future occurrences of significant write-down of inventories, we have implemented the
following inventory management measures: (i) conduct more detailed sales forecasts taking into
consideration factors such as sales strategy, historical sales data, industry changes, inventory levels and
supply chain risks; (ii) strengthen the review process of the key terms in relation to our agreements
with customers to mitigate inventory risks which may arise from such agreements; and (iii)
communicate more frequently with customers to obtain a better understanding of market demand.
QUALITY CONTROL
We are committed to maintaining the highest level of quality in our products and have established
a robust quality control system covering all stages of our operations, from production to after-sales
services. We have delegated most production and testing processes to third-party manufacturers while
retaining full control over the final quality acceptance of robotic controllers and robots.
We have a dedicated testing and quality control department consisting of 19 personnel responsible
for establishing standardized inspection protocols across the supply chain as of December 31, 2025. In
2024, we implemented a digitalized quality verification process to enhance traceability and
transparency. Under this system, third-party manufacturers are required to upload images and data of
finished goods to our centralized system, evidencing compliance with our quality standards. Our testing
and quality control department independently reviews these submissions and only approves shipments
that meet our criteria. This online verification system ensures 100% quality acceptance of outbound
products with a more traceable and efficient process.
We also monitor the quality of incoming components, generally requiring our suppliers to provide
warranties of 12 months. At the procurement stage, we conduct thorough sample testing and enter into
quality assurance agreements with suppliers.
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We typically provide a 14-month warranty from the date of delivery or a 12-month warranty from
the date of inspection and acceptance. The warranty covers defects or failures that fall below our
contractual quality standards. For product failure within the warranty period, we offer repair or
replacement services for free. After the warranty period, we may continue to provide maintenance
services for a reasonable fee. As a result of our adherence to quality control procedures, we did not
experience any material product recalls, sales returns or legal claims arising from product safety or
quality issues during the Track Record Period and up to the Latest Practicable Date.
MARKET OPPORTUNITY AND COMPETITION
The global intelligent robot industry, as measured by revenue, has grown from RMB130.2 billion
in 2021 to RMB307.4 billion in 2025, at a CAGR of 24.0%, and is expected to reach RMB850.0 billion
in 2030, at a CAGR of 24.6% from 2026 to 2030. The rapid growth of the intelligent robot market is
primarily driven by advancements in AI, mature supply chains and lower costs, upgraded demand for
customization, government support and major applications in industrial scenarios. As a result, the
industrial intelligent robot industry has emerged as a key growth area within the broader intelligent
robot industry.
We operate in multiple segments along the industry value chain, encompassing component
development, design and development of robots and development of algorithms and software.
According to CIC, we ranked second globally in 2025 in terms of the number of industrial intelligent
robots equipped with the controllers supplied by the relevant robotics companies. According to the
same source, we ranked first globally by robotic controller sales volume in 2025. In terms of revenue
from sales of industrial intelligent robots in 2025, we ranked seventh globally in 2025, according to
CIC. Leveraging our leading laser SLAM positioning technology, we were the first in the industry to
achieve positioning accuracy of ±2mm. In 2025, our gross margin reached 47.4%, outperforming our
peers within the industrial intelligent robot industry.
OVERLAPPING OF CUSTOMERS AND SUPPLIERS
According to CIC, the intelligent robot industry comprises multiple specialized segments,
including component design and manufacturing, robot design and development, manufacturing,
assembly and integration, and algorithm and software development. To satisfy the evolving demands of
end customers, enterprises in the industry often procure products or services from peers to deliver
comprehensive solutions. As a result, it is common for upstream and downstream enterprises within the
intelligent robot industry to engage in transactions with each other as both suppliers and customers.
Our platform for intelligent robots is centered around control systems. On the one hand, we
procure manufacturing services and components from other industry participants to support our product
offerings. On the other hand, these enterprises may also procure our products, including controllers,
robots and software to enhance their own solutions. This overlap between customers and suppliers
reflects the highly interconnected nature of the intelligent robotics ecosystem. In 2023, 2024 and 2025,
our sales to customers who also served as our suppliers (“ Overlapped Business Partners ”) amounted
to RMB48.3 million, RMB82.1 million and RMB75.3 million, accounting for 19.4%, 24.2% and 17.0%
of our total revenue. During the same years, our purchases from Overlapped Business Partners
amounted to RMB60.7 million, RMB113.0 million and RMB111.9 million, accounting for 47.9%,
61.5% and 48.2% of our total cost of sales, respectively. In 2023, 2024 and 2025, gross profit
attributable to Overlapped Business Partners amounted to RMB21.6 million, RMB26.8 million and
RMB33.9 million, accounting for 17.6%, 17.2% and 16.2% of our total gross profit, respectively. The
relatively high contribution by Overlapped Business Partners to our revenue and cost on an aggregate
basis were primarily due to the asymmetric nature of certain transactions during the Track Record
Period, where the amount of purchases or sales between us and an Overlapped Business Partner was
significantly larger than the corresponding sales or purchases. As our calculation methodology includes
the full amount of both sales and purchases for such partners, the proportion of overlapped transactions
in total revenue or cost is amplified.
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Customer C, our third-largest customer in 2023, largest customer in 2024 and second-largest
customer in 2025, was also our supplier in 2023, 2024 and 2025. We mainly provided robotic
controllers, robots, software and accessories to Customer C, and Customer C mainly provided
components for us. In 2023, 2024 and 2025, our sales to Customer C amounted to RMB9.6 million,
RMB35.5 million and RMB16.4 million, accounting for 3.9%, 10.4% and 3.7% of our total revenue,
respectively. In 2023, 2024 and 2025, our purchases from Customer C amounted to RMB4.1 million,
RMB1.5 million and RMB3.5 thousand, accounting for 3.2%, 0.8% and less than 0.1% of our total cost
of sales, respectively.
Customer Group E, our fifth-largest customer in 2023, was also our supplier during the Track
Record Period. We mainly provided robotic controllers, robots, software and accessories to Customer
Group E, and Customer Group E mainly provided manufacturing services for us. In 2023, 2024 and
2025, our sales to Customer Group E amounted to RMB5.9 million, RMB0.9 million and RMB0.2
million, accounting for 2.4%, 0.3% and 0.1% of our total revenue, respectively. In 2023, 2024 and
2025, our purchases from Customer Group E amounted to RMB0.3 million, RMB41.0 thousand and
RMB30.0 thousand, accounting for 0.3%, 0.02% and less than 0.1% of our total cost of sales,
respectively.
Customer Group H, our fourth-largest customer in 2024, was also Supplier Group B, our
second-largest supplier in 2023, 2024 and fourth-largest supplier in 2025. We mainly provided robotic
controllers, robots, software as well as accessories to Customer Group H, and Customer Group H
mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Customer Group H
amounted to RMB5.2 million, RMB7.1 million and RMB9.9 million, accounting for 2.1%, 2.1% and
2.2% of our total revenue, respectively. During the same years, our purchases from Customer Group H
amounted to RMB12.7 million, RMB16.3 million and RMB11.9 million, accounting for 10.0%, 8.9%
and 5.1% of our total cost of sales, respectively.
Customer K, our third-largest customer in 2025, was also our supplier in 2025. We mainly
provided robotic controllers to Customer K, and Customer K mainly provided manufacturing services
for us. In 2023, 2024 and 2025, our sales to Customer K amounted to RMB5.6 million, RMB3.9 million
and RMB12.6 million, accounting for 2.2%, 1.2% and 2.8% of our total revenue, respectively. In 2025,
our purchase from Customer K amounted to RMB1.2 million, accounting for 0.5% of our total cost of
sales.
Although Customer C, Customer Group E, Customer Group H and Customer K also have in-house
robotic manufacturing capabilities, their purchases from us primarily related to robotic products beyond
their production scope. The robotics category encompass a broad range of product types, and these
customers generally focus on selected robotic products for internal manufacturing. Their procurement
from us reflects commercial needs for specific products to complement their own product portfolios.
Supplier A, our largest supplier in 2023, 2024 and 2025, was also our customer in 2023, 2024 and
2025. We mainly provided robotic controllers and accessories to Supplier A, and Supplier A mainly
provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier A amounted to
RMB70.0 thousand, RMB0.1 million and RMB4.8 million, accounting for 0.0%, 0.0% and 1.1% of our
total revenue, respectively. During the Track Record Period, our purchases from Supplier A amounted to
RMB18.4 million, RMB29.0 million and RMB23.4 million, accounting for 14.5%, 15.8% and 10.1% of
our total cost of sales, respectively.
Supplier D, our fourth-largest supplier in 2023, was also our customer during the Track Record
Period. We mainly provided robotic controllers, robots, software and accessories to Supplier D, and
Supplier D mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to
Supplier D amounted to RMB4.6 million, RMB4.0 million and RMB1.6 million, accounting for 1.8%,
1.2% and 0.4% of our total revenue, respectively. During the same years, our purchases from Supplier
D amounted to RMB6.5 million, RMB1.8 million and RMB0.5 million, accounting for 5.1%, 1.0% and
0.2% of our total cost of sales, respectively.
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Supplier Group F, our third-largest supplier in 2024, was also our customer during the Track
Record Period. We mainly provided robotic controllers, robots, software and accessories to Supplier
Group F, and Supplier Group F mainly provided manufacturing services for us. In 2023, 2024 and 2025,
our sales to Supplier Group F amounted to RMB2.4 million, RMB4.4 million and RMB3.6 million
accounting for 1.0%, 1.3% and 0.8% of our total revenue, respectively. During the same years, our
purchases from Supplier Group F amounted to RMB3.6 million, RMB10.5 million and RMB10.8
million, accounting for 2.8%, 5.7% and 4.7% of our total cost of sales, respectively.
Supplier G, our fourth-largest supplier in 2024, was also our customer during the Track Record
Period. We mainly provided robotic controllers, robots, software and accessories to Supplier G, and
Supplier G mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to
Supplier G amounted to RMB0.3 million, RMB0.3 million and RMB0.5 million, accounting for 0.1%,
0.1% and 0.1% of our total revenue, respectively. During the same years, our purchases from Supplier
G amounted to RMB2.7 million, RMB7.7 million and RMB10.2 million, accounting for 2.2%, 4.2% and
4.4% of our total cost of sales, respectively.
Supplier H, our fifth-largest supplier in 2024, was also our customer during the Track Record
Period. We mainly provided robotic controllers, software and accessories to Supplier H, and Supplier H
mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier H
amounted to RMB0.5 million, RMB0.2 million and RMB0.1 million, accounting for 0.2%, 0.1% and
less than 0.1% of our total revenue, respectively. In 2024 and 2025, our purchases from Supplier H
amounted to RMB7.5 million and RMB4.1 million, accounting for 4.1% and 1.8% of our total cost of
sales, respectively.
Supplier I, our third-largest supplier in 2025, was also our customer during the Track Record
Period. We mainly provided robotic controllers to Supplier I, and Supplier I mainly provided
manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier I amounted to RMB0.4
million, RMB0.2 million and RMB42 thousand, accounting for 0.2%, less than 0.1% and less than 0.1%
of our total revenue, respectively. In 2023, 2024 and 2025, our purchases from Supplier I amounted to
RMB0.7 million, RMB5.0 million and RMB11.9 million, accounting for 0.6%, 2.7% and 5.1% of our
total cost of sales, respectively.
Supplier J, our fifth-largest supplier in 2025, was also our customer during the Track Record
Period. We mainly provided robotic controllers to Supplier J, and Supplier J mainly provided
manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier J amounted to RMB0.1
million, RMB0.3 million and RMB0.8 million, accounting for less than 0.1%, 0.1% and 0.2% of our
total revenue, respectively. During the same years, our purchases from Supplier J amounted to RMB0.1
million, RMB3.1 million and RMB11.7 million, accounting for 0.1%, 1.7% and 5.0% of our total cost
of sales, respectively.
Negotiations of the terms of our sales to and purchases from the overlapping customer and
supplier were conducted on a project-by-project basis, and purchases were neither interconnected nor
inter-conditional with each other. Our Directors confirmed that all of our sales to and purchases from
these overlapping customers and suppliers were entered into after due consideration taking into account
the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of
business under normal commercial terms and on an arm’s length basis.
ANALYSIS ABOUT U.S. TRADE- AND INVESTMENT-RELATED LA WS AND REGULATIONS
U.S. SANCTIONS
During the Track Record Period and up to the Latest Practicable Date, we do not have any sales to
countries subject to International Sanctions.
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U.S. Export Controls Laws and Regulations
The United States has increased export controls restrictions on China through the Export
Administration Regulations (the “ EAR”), administered by the Bureau of Industry and Security of the
U.S. Department of Commerce (the “ BIS”). See “Regulatory Overview — U.S. Export Controls” for
details.
Historically, on November 9, 2022, as requested by a China-based customer in the purchase order,
we sold one product that was subject to the EAR and classified as ECCN 5a992.z to such customer due
to the lack of awareness to the export restrictions applied to such product. The aggregate revenue
generated from such one-off sale was RMB15,000, or approximately US$2,103. For the definition of
ECCN 5a992.z, see “Regulatory Overview — U.S. Export Controls” for details. As advised by our
International Sanctions Legal Advisor, such 5A992.z items are controlled for regional stability reason
(“RS Controlled Items ”), thus are subject to a license requirement for the export to any entity, located
in China regardless of whether such entity is designated on the Entity List, including in-country
transfer. As advised by our International Sanctions Legal Advisor, our sale of this particular product
represented a violation of the applicable U.S. export controls and the monetary penalty for such
inadvertent one-off violation is estimated to be US$10,000 if the BIS decided to pursue an enforcement,
and the risk that our current business activities resulting in any material sanctions designation risk to
the Relevant Persons is also low, on the basis that (i) the procurement and the subsequent sale were
one-off and nominal in nature; (ii) we have implemented comprehensive internal control measures,
including (a) screening potential sales and procurement transactions to identify whether the relevant
products are subject to export control restrictions and, where potential restricted items are identified,
consulting the internal legal function prior entering into such transactions; (b) at the contract-approval
stage, if a sales or procurement team intends to enter into an agreement with a customer or supplier
identified as high-risk, requiring the transaction to undergo enhanced due diligence and a compliance
review conducted by the relevant corporate functions; and (c) conducting periodic, dynamic screening
of our existing customer and supplier base to identify any changes in sanctions status after onboarding;
(iii) we have no existing contractual obligations to fulfill that would require us to procure RS
Controlled Items; and (iv) we have suspended all procurements from the said supplier, the risk is low
that the BIS would impose significant fines or pursue significant non-monetary penalties against us.
After consulting with our internal control consultant, our Directors believe that the above internal
control measures are sufficient and effective to prevent the recurrence of similar incidents. Therefore,
based on the aforementioned advice of our International Sanctions Legal Advisor, our Directors are of
the view, concurred by our Sole Sponsor, that the foregoing would not give rise to any sanction risks
that would materially affect the Group’s business operations or financial performance.
During the Track Record Period, we procured certain types of products classified as ECCN 5A991
and ECCN 5A992.c that are controlled for anti-terrorism reasons (“ AT Controlled Products ”). Given
that our procurement, use, sale of such AT Controlled Products did not involve any Sanctioned Targets,
and did not involve exports or transactions to any (i) entities designated on the BIS Entity List, Denied
Persons List, or Unverified List including the Relevant Entities; and/or (ii) entities headquartered in,
ordinarily resident in, or owned or controlled by governments of any Comprehensively Sanctioned
Countries, as well as Russia and Belarus (collectively, “ AT Restrictions Sanctioned Targets ”). As
advised by our International Sanctions Legal Advisor, during the Track Record Period and up to the
Latest Practicable Date, our business activities did not represent a violation of the applicable U.S.
export controls (including the U.S. Export Controls restrictions on AT Controlled Products), as we did
not sell AT Controlled Products to any AT Restrictions Sanctioned Targets.
Therefore, based on the aforementioned advice of our International Sanctions Legal Advisor and
taking into account their view, our Directors are of the view that during the Track Record Period and up
to the Latest Practicable Date, our business activities had not been affected by the U.S. export control
laws in any material respect.
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U.S. Outbound Investment Screening Program
On October 28, 2024, the U.S. Department of the Treasury issued a final rule on U.S. outbound
investment (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: (i) semiconductors and microelectronics, (ii) quantum information technologies, and
(iii) artificial intelligence systems, collectively defined as “Persons.” As advised by our International
Sanctions Legal Advisor after performing the procedures they consider necessary, we are likely to be
deemed a “Covered Foreign Person” engaged in activities described in the definition of “Notifiable
Transaction” — namely the development of an AI system intended to be used for the control of robotic
systems but not those described in the definition of “Prohibited Transaction” under the Final Rule such
as developing any AI system that is designed to be exclusively used for: (i) military end use; or (ii)
government intelligence or mass-surveillance end use. If we are deemed a “covered foreign person,”
and if U.S. persons engages in “Notifiable Transactions” (each as defined under the Final Rule) that
involve the acquisition of our equity interests, such U.S. persons could be required to make a
notification pursuant to the Final Rule. However, under the PTSE, U.S. persons are allowed to invest in
our publicly traded securities, as long as (i) the investment does not afford the U.S. person rights
beyond standard minority shareholder protections (such standard protections including the power to
prevent the sale or pledge of all assets of an entity, the power to prevent an entity from entering into
contracts with majority investors and the power of prevent the change of existing legal rights or
preferences of the particular class of stock held by minority investors) with respect to the covered
foreign person; and (ii) the shares are officially available for public trading after the initial public
offering. Based on the aforementioned advice of our International Sanctions Legal Advisor, our
Directors are of the view that, the Final Rule is not expected to have any material impact on our
operations or financial performance because such rule only pose restrictions on U.S. persons’
investments instead of our routine business operation. Our Directors and our International Sanctions
Legal Advisor are also of the view that, although U.S. persons could be subjected to a notification
requirement when acquiring our equity interest by taking part in the Global Offering, given the
aforementioned PTSE applicable to our publicly traded securities, which allow U.S. persons to invest in
our publicly traded securities as long as the investment does not afford a U.S. person rights beyond
standard minority shareholder protections, the Final Rule is not expected to have material adverse
impact to our investment prospect. See “Risk Factors — Risks Relating to Our Business and Industry
— We may be subject to the risks associated with international trade policies, geopolitics and trade
protection measures, including imposition of trade restrictions and sanctions, and our reputation,
business, financial condition and results of operations could be adversely affected” for details.
U.S. Tariffs
We sell our robotic controllers and robots to customers who are located in the U.S.. For a majority
of our sales to the United States, the U.S. customers, instead of our Company, are responsible for the
customs, duties, levies and tariffs. The applicable Section 301 Tariff rates on our products imposed by
the U.S. government are 7.5% (for example, certain accessories of our robots) or 25% (for example,
certain of our robots) (in addition to any of the applicable most favored nation rate and the 10%
reciprocal tariff rate). In 2023, 2024 and 2025, our revenue generated from sales to the United States
was RMB3.2 million, RMB11.2 million and RMB17.4 million, respectively, accounting for 1.3%, 3.3%
and 3.9% of our total revenue, respectively. To our Directors’ best knowledge, a substantial majority of
our products are sold to and ultimately used in non-US territories, and the Company’s non-US
customers do not rely on export sales to the U.S. with respect to the Company’s products. On
November 1, 2025, the U.S. government announced that the 10% reciprocal tariff will be maintained
until November 10, 2026. Since the United States proposed to impose multiple rounds of tariffs on a
wide range of goods imported from China from February 2025 and up to the Latest Practicable Date,
we have not experienced order cancellations, requests to suspend delivery of products or requests to
reduce the purchase prices from or by our U.S. customers nor have we experienced a material decrease
in the sales volume of robots and robotic controllers sold to U.S. customers. Therefore, on the basis that
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the sales to the United States did not contribute a material portion of our total revenue in each year
during the Track Record Period, it is of the view of the Directors that the changes in U.S. tariffs on our
products would not have a material adverse impact on our business, operating results or financial
position.
DATA SECURITY AND PRIV ACY
We are headquartered in the PRC and sell our products in approximately 35 countries and regions
worldwide. In the ordinary course of our business, we do not collect or access customers’ personal
information, such as identification documents, or sensitive data, such as their production schedules. We
do not provide data collected from our customers to any third parties or engage in any cross-border
transmission of data.
During the customer acquisition stage, we may collect basic customer contact information through
our website or marketing events. During the service and after-sales phase, we communicate with
customers to understand their service needs and provide support. Similarly, we collect only basic
contact information from suppliers. In delivering these products, we engage in certain data-related
activities to support the functionality, efficiency and security of our products, promote transparency
with customers and obtain their prior consent before proceeding. Specifically, we may access certain
non-personal operational data, such as device location and environmental parameters of deployment
sites, including warehouse facilities’ conditions, technical specifications, and product-related
information for operational and fault analysis purposes. The environmental parameters are stored in
customers’ local servers and are only shared with us when they encounter technical issues that require
our support.
We train our AI models on proprietary data generated from robot operations in our testing center
and in-house simulation environments. In circumstances where customers voluntarily share
environmental parameters with us in connection with technical issues, such data may also be
incorporated into our AI model training.
We have implemented a comprehensive internal framework for data security and privacy and
promote regulatory compliance, under which we shall obtain customers’ prior consent and authorization
for the collection of data. The collected data is generally retained for three years and is used solely for
operational analysis, product optimization and customer support. To prevent unauthorized access to or
leakage of data, we set up an access control system for information in our internal system so that it
cannot be viewed without proper authorization or exported in bulk. We set up firewalls to prevent
information loss or leakage caused by cyber-attacks. In addition, we from time to time examine the
security of our data storage system. We strictly restrict the range of data that our employees are
authorized to access based on their title and function. We have entered into confidentiality agreements
with our employees to prevent improper use or disclosure of information.
In addition, we continue to pay close attention to the legislative and regulatory developments in
cybersecurity and data protection and conduct routine cybersecurity and data protection compliance
checks and rectification to keep pace with regulatory developments. In particular, we have established a
comprehensive set of internal cybersecurity and data protection rules and policies. We have also
formulated the data security management policy, personal information security guidance and
information security governance policy, which provide the principal management rules on cybersecurity
and data protection. As advised by our PRC Legal Advisor, we have been in compliance with the
relevant PRC laws and regulations in all material aspects in respect of data security and privacy during
the Track Record Period and up to the Latest Practicable Date.
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’
personal information. During the same years, our information technology and software systems had not
encountered any malfunction, unexpected system failure, interruption or security breach.
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EMPLOYEES
As of December 31, 2025, we had 527 full-time employees, with approximately 98.5% based in
Chinese Mainland and 1.5% based overseas. The following table sets forth the number of our
employees by function:
Employee Function
Number of
Employees % of Total
Research and development ................................ 193 36.6
Sales and marketing .................................... 246 46.7
General administration and management ........................ 88 16.7
Total ............................................. 527 100.0
Our success deeply rests with our ability to attract, retain and motivate qualified talents, and we
believe that our high-quality talent pool is one of our core strengths and competitive advantages. We
recruit with high standards and rigorous procedures and through various methods, including campus
recruitment, online recruitment, internal referral programs and third-party recruiters, to select the
best-fit personnel for the corresponding positions in response to our various talent demands.
We invest in continuing education and training programs, including regular and tailor-made
internal and external training, for our employees to improve their professional knowledge, and
management skills, upgrade their skill sets and keep abreast of the industry standards in their respective
positions. We also organize activities to provide our employees with a deeper understanding of our
culture.
In line with PRC laws, we participate in government-mandated employee benefit plans, including
social insurance for pensions, medical care, unemployment, work-related injury, maternity and housing
funds. We are required by PRC law to contribute to employee benefit plans at specific rates based on
employee salaries, bonuses, and certain allowances, up to limits set by local regulations. During the
Track Record Period, we met these requirements in all material respects without incurring any
significant administrative fines or penalties.
We believe we have a positive working relationship with our employees. We have not established
a labor union. Throughout the Track Record Period and up to the Latest Practicable Date, we
experienced no strikes, work stoppages, or labor disputes that materially affected our business
operations.
During the Track Record Period and up to the Latest Practicable Date, we had not made social
insurance and housing provident fund contributions for some of our employees in full in accordance
with the relevant PRC laws and regulations, because such employees prefer to make contributions to
social insurance and housing provident funds based on the minimum standards according to the relevant
PRC laws and regulations. During the Track Record Period, the shortfall in social insurance
contributions amounted to approximately RMB1,392 thousand, RMB1,402 thousand and RMB1,234
thousand, and the shortfall in housing provident fund contributions amounted to approximately
RMB176 thousand, RMB432 thousand and RMB254 thousand. See “Risk Factors — Risks Relating to
Our Business and Industry — Failure to make adequate contributions to various employee benefit plans
as required by regulations may subject us to penalties” for details.
During the Track Record Period and up to the Latest Practicable Date, we engaged three
third-party human resource agencies to pay social insurance and housing provident funds for certain of
our employees in certain locations where they work, primarily attributable to the preference of these
employees to participate in local social insurance and housing provident fund schemes in their places of
residency. Pursuant to the agreements entered into between the third-party agencies and us, the
third-party agencies have an obligation to pay social insurance and/or housing provident funds for our
relevant employees.
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Those employees, for whom we engaged third-party agencies to pay social insurance and housing
provident fund contributions, have provided written confirmations stating that they had authorized us to
engage third-party agencies, and that we had fulfilled the obligation to make social insurance and
housing provident fund contributions on their behalf, and that they would not have any disputes with us
or the relevant third-party agencies in connection with such arrangements.
We intend to terminate such arrangements prior to June 30, 2028, and will instead make social
insurance and housing provident fund contributions for the relevant employees directly through our
branches or other appropriate arrangements in accordance with applicable laws and regulations.
According to the Social Insurance Law and the Administration of Housing Provident Funds ( И
၍ଣૢԷ), employers shall apply for registration on behalf of the employees and pay on
time and in full social insurance contributions and housing provident funds, but the aforementioned
regulations do not explicitly stipulate the legal consequences and potential liability of using such
agency agreements. As advised by our PRC Legal Advisor, the risk is remote that relevant local social
insurance and housing provident funds authorities will impose administrative penalty on us, and the
incident described above would not have a material adverse effect on our business and results of
operations. However, if local authorities subsequently determine that the use of third-party human
resource agencies is non-compliant, or if such agencies fail to fulfill their obligations regarding social
insurance or housing provident fund contributions for employees as required by Chinese laws and
regulations, we may be required to take corrective measures. This could include paying late payment
surcharges or penalties to address any non-compliance with social insurance and housing provident fund
obligations. See “Risk Factors — Risks Relating to Our Business and Industry — Failure to make
adequate contributions to various employee benefit plans as required by regulations may subject us to
penalties” for details.
According to relevant PRC laws and regulations, (i) in respect of outstanding social insurance
contributions, the relevant PRC authorities may demand us to pay the outstanding social insurance
contributions within a stipulated deadline and we may be liable to a late payment fee equal to 0.05% of
the outstanding amount for each day of delay; if we fail to make such payments, we may be liable to a
maximum fine or penalty equivalent to three times the amount of the outstanding contributions; and (ii)
in respect of outstanding housing provident fund contributions, we may be ordered to pay the
outstanding housing provident fund contributions within a prescribed time period; if the payment is not
made within such period, the relevant authority relating to housing provident fund contributions may
apply to court for compulsory execution. We might be subject to additional contribution, late payment
fee and/or penalties imposed by the relevant PRC authorities if the third-party human resource agency
failed to pay the social insurance or housing provident funds for the relevant employees in full amount
and/or in a timely manner, or if the validity of such arrangements is challenged by competent PRC
authorities.
We believe the shortfall in social insurance and housing provident fund would not have a material
adverse effect on our business and results of operations, because (i) as of the Latest Practicable Date,
we have obtained the compliance certificates from local social insurance and housing provident fund
authorities, which are competent authorities as confirmed by our PRC Legal Advisor, stating that the
relevant subsidiary is not subject to any significant administrative penalty due to non-compliances with
the relevant laws and regulations concerning social insurance and labor rights and housing provident
funds during the Track Record Period; (ii) during the Track Record Period and up to the Latest
Practicable Date, we had not received any notification from the relevant PRC authorities requiring us to
pay any shortfall with respect to social insurance and housing provident funds or imposing any
administrative penalties on us; (iii) during the Track Record Period and up to the Latest Practicable
Date, we were not aware of any material employee complaints or involved in any material labor
disputes with our employees with respect to social insurance and housing provident fund; (iv) we
undertake to make contributions for our employees in a manner as required as soon as practicable once
we receive the notification from the relevant government authorities, if any, to require us to make
contribution for the outstanding amounts or to amend our policies or practice in this regard, so that we
will not receive administrative punishment from the relevant government authorities due to the failure
to make the contributions in time; (v) pursuant to the Urgent Notice on Enforcing the Requirement of
the General Meeting of the State Council and Stabilizing the Levy of Social Insurance Payment (஫
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ٝpromulgated on September 21,
2018 by the Ministry of Human Resources and Social Security, administrative enforcement authorities
are prohibited from organizing and conducting centralized collection of enterprises’ historical social
insurance arrears; and (vi) as advised by our PRC Legal Advisor, the risk is remote that relevant local
social insurance and housing provident funds authorities will impose administrative penalty on us.
Based on the foregoing, we did not make provision for the shortfall in social insurance and housing
provident fund contribution.
To monitor our compliance with relevant laws and regulations in respect of social insurance and
housing provident fund contributions, we have taken the following internal control measures: (i) we
have designated our human resources department to review and monitor the reporting and contributions
of social insurance and housing provident funds on a monthly basis; (ii) we undertake to gradually
increase the applicable payment base for the social insurance and housing provident funds for our
employees within the next available time period in each year as indicated by the competent government
authorities; and (iii) we will consult our PRC Legal Advisor on a regular basis for advice on relevant
PRC laws and regulations to keep us abreast of relevant PRC laws and regulatory developments.
INSURANCE
We believe we have adequate insurance coverage in connection with our business operations by
putting in place all the mandatory insurance policies required by PRC laws and regulations. As required
by PRC laws and regulations, our employee-related insurance includes pension insurance, maternity
insurance, unemployment insurance, work-related insurance and medical insurance. In addition, we
have purchased employer liability insurance and accidental injury insurance for employees. As of the
Latest Practicable Date, we had not purchased product liability insurance. As advised by our PRC Legal
Advisor, we shall be liable for damages arising from defects in our products. Any violation of the
Product Quality Law of the People’s Republic of China may subject us to fines, order to cease
production of non-compliant products, and confiscation of illegal gains. According to CIC, our
insurance coverage is in line with the market practice. During the Track Record Period and up to the
Latest Practicable Date, we did not make any material insurance claims in relation to our business. See
“Risk Factors — Risks Relating to Our Business and Industry — We have limited insurance coverage,
which could expose us to operational risks” for details.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to fostering sustainable practices, promoting social responsibility, and
maintaining strong governance standards, reflecting our dedication to Environmental, Social, and
Governance (“ ESG”) principles. During the Track Record Period and up to the Latest Practicable Date,
as advised by our PRC Legal Advisor, we had complied with all applicable PRC laws and regulations in
relation to health, safety, and environmental matters in all material aspects, and we had not been subject
to any fines or other penalties due to non-compliance with social, health, safety or environmental laws
and regulations.
ESG Governance
We are committed to fostering an enduring and positive impact on the ESG aspects for our
customers, suppliers, and the communities influenced by our operations and are committed to operating
our business in a lawful, ethical and responsible way. Our Board and management place significant
emphasis on ESG issues and have established pertinent operational mechanisms to support sustainable
business practices.
To enhance ESG governance, we have engaged external consultant to provide targeted ESG
trainings to our Board. The training covers a wide range of ESG-related topics, including climate
scenario analysis and governance frameworks, climate risk management, methodologies for accounting
GHG emissions (Scope 3), and the allocation of ESG responsibilities among the Board and its
committees. Our Board regularly reviews our overall ESG performance to ensure our adherence to
sustainable practices. Such evaluation processes reference industry leaders and peers of comparable
sizes as benchmarks for continuous improvement. Additionally, our Board and management also closely
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monitor the cooperation between different business divisions, ensuring that operations and practices
align with relevant ESG visions, approaches, strategies, and initiatives. To foster effective
communication, we established comprehensive communication channels across divisions to facilitate the
exchange of ESG-related issues, such as through regular meetings. Our Board takes the lead in
monitoring and tracking the plans, budgets, and expenditure related to ESG measures and initiatives.
ESG Strategy and Risk Management
The table below sets forth the material ESG-related issues we identified that have a significant
impact on our business:
ESG-related issue Impact period Our strategies Targets
Operational
compliance .....
Long-term Compliance with laws and regulations underpins our operations and
reputation. We established comprehensive procurement and supplier
management procedures as well as a supplier admission and
performance review system, requiring suppliers to comply with
environmental protection laws and purchasing materials in a
responsible and sustainable manner. We also provide training on
product quality control and management to enhance employees’
awareness of compliance.
We continue to strictly comply with
ESG-related laws and regulations at
the operational level.
Product quality
management ....
Long-term We have implemented a comprehensive set of policies to ensure
quality control throughout the entire procurement to after-sales
process.
We aim to achieve minimal accident
rate for our products.
Research and
development ....
Long-term As an innovative enterprise, we maintain a strong focus on research
and development. To standardize the product development and
project management efforts within our research and development
process, we have implemented effective controls for research and
development projects, new product development and design
processes. These controls are aimed at improving product
development quality and enhancing our competitive edge.
We will allocate a certain amount of
our revenue towards research and
innovation.
Intellectual property
protection .....
Long-term As part of our commitment to protecting our technological
advancements, we actively pursue patent applications to safeguard
our achievements. We have established a series of policies related
to intellectual property management.
To demonstrate a commitment to
educating employees about
intellectual property, preventing
violations of rights, and actively
pursuing the development and
protection of patents, we have set the
following targets:
 Conduct ongoing training on
intellectual property among
employees.
 Ensure minimal incidents of
intellectual property rights
violations each year.
Employment
compliance .....
Long-term We prioritize the protection of the lawful rights and interests of our
employees. To ensure compliance with employment regulations, we
have established policies related to recruitment, employment,
performance management, and attendance management.
To maintain employment compliance,
our target is to have no major
violations of employment regulations.
Global warming poses a wide range of risks to business operations. We actively identify and
monitor climate-related risks and opportunities that may affect our business, strategy and financial
performance.
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Metrics and Targets
Environmental Protection
Responsible environmental management can lead to economic and environmental co-existence. To
protect the environment, we have set the following goals:
Aspect Target
Greenhouse gas (“ GHG”) emission ...... Reduce the total greenhouse gas emission per RMB revenue by 5% by 2029
(with the year 2024 as the base year)
Electricity consumption ............. Reduce the electricity consumption per RMB revenue by 5% by 2029 (with the
year 2024 as the base year)
Water consumption ............... Reduce the water consumption per RMB revenue by 5% by 2029 (with the year
2024 as the base year)
Waste management ............... 100% compliant disposal of hazardous waste
We monitor the following metrics to assess and manage the environmental and climate-related
risks arising from our manufacturing processes:
The following table sets forth our GHG emissions during the Track Record Period, respectively:
For the Y ear Ended December 31,
2023 2024 2025
Scope 1 direct GHG emission (t-CO 2e)(1) .......... N/A N/A N/A
Scope 2 indirect GHG emission (t-CO 2e)(2) ......... 520.9 565.3 633.6
Scope 3 other indirect emission (t-CO 2e)(3) ......... 1.1 1.2 1.3
(1) Because our operational activities do not involve the direct use of fossil fuels, we did not generate Scope 1 direct GHG
emissions during the Track Record Period.
(2) The calculation scope of GHG emissions (Scope 2) includes the purchased electricity used by our headquarters and testing
center.
(3) The calculation scope of GHG emissions (Scope 3) includes the emissions generated from the electricity used for fresh
water and sewage processing.
To reduce GHG emissions, we have implemented the following emission reduction measures:
 implementing paper conservation strategies by optimizing computer and printer settings for
double-sided printing and ink-saving mode, promoting the use of electronic communication
technology, monitoring and setting print limits for users when applicable, and conducting
periodic paper usage audits to identify areas for improvement; and
 promoting sustainable transportation practices among employees by encouraging the use of
public transportation, prioritizing direct flights for necessary business travel, and utilizing
video conferences as a viable alternative to non-essential international trips.
Resource Consumption — Electricity
During the Track Record Period, the majority of our electricity consumption was primarily
attributed to our headquarters and testing center, where we consumed electricity of 913,361 kWh,
1,053,494 kWh and 1,180,776 kWh in 2023, 2024 and 2025, respectively. We monitor our electricity
consumption levels at our offices, including conducting monthly electricity usage statistics to closely
track our energy consumption patterns. We have set it as our target to strengthen the promotion of
energy-saving measures and reduce electricity consumption. We reduce electricity usage through the
following measures: (i) completely turning off electronic devices during non-working hours; (ii) paying
attention to unplugging electric kettles and microwaves, especially before weekends and holidays, to
reduce power consumption in the office; and (iii) installing independently controllable lighting switches
in different lighting zones and using motion sensor or sound-activated lights in public areas.
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Resource Consumption — Water
During the Track Record Period, the majority of our water consumption was primarily attributed
to our headquarters, where we consumed water of 1,336 m 3, 1,445 m 3 and 1,575 m 3 in 2023, 2024 and
2025, respectively. We monitor our water consumption levels at our offices and have implemented
various measures to promote water conservation. These include encouraging employees to turn off
faucets tightly to prevent water leakage, posting water-saving reminder stickers in restrooms to raise
awareness about responsible water usage, and promptly repairing any dripping faucets to minimize
water wastage. By implementing these initiatives, we have set it as our target to strengthen the
promotion of water-saving measures and reduce water consumption.
Waste Management
We are deeply aware of the environmental impact of waste generation and are committed to
minimizing it through diligent waste management practices. We have adopted a group-wide Waste
Management Policy that governs all stages of our value chain and outlines principles for lawful
disposal, minimization at source and resource recycling.
We classify waste into hazardous waste, recyclable materials and general waste in accordance with
applicable laws and regulations, including the Law on the Prevention and Control of Environmental
Pollution by Solid Waste of the PRC and the Administrative Measures for the Pollution Control of
Electronic Waste. Waste is required to be stored separately by category with clear labeling of contents
and disposal requirements. Hazardous waste must be collected, transported and treated by qualified
third-party service providers licensed by relevant government authorities. Records of such treatment are
maintained for regulatory inspection.
We do not extensively use hazardous or dangerous chemicals in our operations. Where technically
and economically feasible, we prioritize material recovery and reuse. Mixed disposal of different waste
categories and engagement of unlicensed disposal service providers are strictly prohibited.
We have implemented a regular monitoring and reporting mechanism to track waste generation
and disposal performance. In parallel, we actively promote internal awareness by encouraging waste
sorting at source, reducing single-use office supplies, and adopting digital workflows to reduce paper
consumption.
Social Responsibility
Labor Practices
We are committed to fostering a fair, respectful, and inclusive working environment and strictly
comply with applicable labor laws and regulations in the PRC, including the Labor Law of the People’s
Republic of China, the Labor Contract Law of the People’s Republic of China, the Law on the
Protection of Minors, and the Provisions on the Prohibition of Using Child Labor. We have adopted a
comprehensive Employee Recruitment and Employment Policy that governs key aspects of employment
management, including recruitment, compensation, benefits, and employee conduct.
Our policy applies to all full-time and part-time employees, and is overseen by the Board and
executed by senior management and human resources department. We embrace the principles of equal
employment opportunity and prohibit discrimination based on gender, age, race, ethnicity, religion,
disability, or any other legally protected characteristics. We do not tolerate any form of workplace
misconduct, including harassment, bullying, unauthorized disclosure of confidential information and
conflicts of interest. We are committed to supporting an accessible and inclusive workplace for
employees with disabilities and to protecting maternity rights for female employees.
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We have established a robust employee benefits system, which includes paid leave and
supplementary medical coverage, and continued education subsidies. Flexible working arrangements are
also available to employees in technical roles. During the Track Record Period and up to the Latest
Practicable Date, our labor practices and employment policies are compliant with applicable laws and
regulations.
Employee Training and Development
Based on the needs of our business development and with the aim of further supporting
professional development, we engage in various kinds of training programs and procure training
resources relevant to specific job roles. This includes inviting external instructors, which is considered
one of the company’s welfare benefits. By providing opportunities for continuous learning and growth
to our employees, we aim to enhance their skills and knowledge, promoting their professional
advancement within our Group.
Occupational Health and Safety
Compliance with laws and regulations pertaining to employee health and safety is a priority for
our operations. To mitigate risks and ensure the well-being of our employees, we have developed
comprehensive internal policies and measures on occupational health and safety. These include safety
management plans and inspection schedules to identify and address potential hazards. During the Track
Record Period and up to the Latest Practicable Date, we maintained a strong safety record with no
significant accidents reported, and we were not aware of any material claims related to health and
occupational safety.
Supply Chain Management
We have implemented a Supplier Code of Conduct, which sets out clear expectations for suppliers
in key areas such as legal and regulatory compliance, business ethics, product and service quality, labor
rights, health and safety, environmental protection, data security and sustainable development. ESG
considerations are integrated into our supplier selection and management processes. We expect all
suppliers to uphold the highest standards of ethical conduct throughout their operations and to establish
robust internal compliance systems. Suppliers are required to adopt a zero-tolerance policy towards
misconduct, maintain effective internal and external whistleblowing mechanisms, and strictly prohibit
improper benefit transfers, such as bribery or abuse of position.
We view sustainability as a shared responsibility and expect our suppliers to actively support
environment protection efforts, including monitoring greenhouse gas emissions, setting reduction
targets, minimizing pollution at the source, and promoting resource recycling. Additionally, we require
suppliers to ensure strict compliance with data privacy obligations when handling personal information
during the ordinary course of business.
BUSINESS SUSTAINABILITY
Our revenue increased significantly during the Track Record Period, growing from RMB249.0
million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in 2025, representing a
CAGR of 33.2% from 2023 to 2025. Although we incurred net loss of RMB47.7 million, RMB42.3
million and RMB47.1 million in 2023, 2024 and 2025, respectively, we have witnessed a decrease in
our adjusted net loss (non-IFRS measure) from RMB20.9 million in 2023 to RMB10.6 million in 2024,
and further to RMB2.9 million in 2025. Additionally, our net loss margin decreased from 19.2% in 2023
to 12.5% in 2024 and further to 10.7% in 2025, and our adjusted net loss margin (non-IFRS measure),
representing adjusted net loss (non-IFRS measure) as a percentage of revenue, narrowed, decreasing
from 8.4% in 2023 to 3.1% in 2024, and further to 0.6% in 2025. See “Financial Information — Results
of Operations — Non-IFRS Measures” for details.
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Background of Historical Loss-making
Our losses during the Track Record Period were primarily due to the following reasons:
 Limited operating history. We began our business in 2020. As the intelligent robot industry
rapidly evolves, we have continuously adapted our product offerings in response to industry
advancement. Our limited operating history of designing and developing robots and robotic
controllers has necessitated a ramp-up period to achieve profitability.
 Significant investments in R&D . The competitive intelligent robot markets require substantial
upfront investments in technology innovation and talent recruitment. We believe that
continually enhancing our technological capabilities is critical to improving our products and
solutions, establishing and maintaining our market position, and increasing revenue and
achieving profitability. To seize the industry opportunities and maintain our market position,
we have formulated and committed to a strategy of ongoing technological innovation and
invested considerable resources in our extensive R&D efforts aimed at fostering continuous
iteration in solutions and products. To attract and retain R&D talents capable of driving our
technological innovation and product evolution, we have offered competitive benefits and
incentives for our R&D personnel. As a result, we incurred R&D expenses of RMB63.7
million, RMB71.3 million and RMB79.2 million in 2023, 2024 and 2025, respectively. Our
continual investment in R&D has yielded technological breakthroughs, paving the way for
our future profitability.
 Selling and distribution efforts to expand market presence . To strengthen our market
presence and deepen customer relationships in the fierce intelligent robot industry, we have
made substantial investments in selling and distribution. Our efforts focus on building
market shares and improving penetration across diverse industrial sectors by growing our
sales force, expanding marketing initiatives and enhancing after-sales services. In 2023,
2024 and 2025, we recorded selling and distribution expenses of RMB72.3 million,
RMB89.0 million and RMB105.7 million, respectively, representing 29.0%, 26.2% and
23.9% of our total revenue for the same years. Although these investments placed pressure
on our profitability, they are critical to capturing market opportunities, driving growth and
establishing brand visibility in the global market.
 Economies of scale are still materializing . Although we experienced rapid growth during the
Track Record Period, our business scale has not yet reached the level necessary to fully
enjoy cost advantages from economies of scale. We believe, as our business scale grows, we
can have a greater bargaining power with suppliers of components and obtain more favorable
pricing and payment terms from them, which will enable us to improve our profitability.
Furthermore, as our business continues to grow, we anticipate realizing the benefits from
economies of scale evidenced by a decrease in selling expenses and administrative expenses
as a percentage of our total revenue.
See “Financial Information — Major Factors Affecting Our Results of Operations” for details.
Strategies to Improve Our Performance
We believe that our strong customer base, robust technology and product capabilities, and a wide
range of ecosystem partners provide a solid foundation for our sustainable long-term growth. We plan
to achieve breakeven and profitability by achieving profitability primarily through implementing the
following strategies.
Capture Market Opportunity to Grow Business Scale
We are dedicated to offering a comprehensive intelligent robot product matrix spanning advanced
robotic controllers, robots, software and accessories, all designed for smooth integration, flexible
configuration and instant use, enabling us to continuously grow our business scale within the rapidly
expanding intelligent robot industry. The global intelligent robot industry is at an inflection point,
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offering unprecedented opportunities for growth. According to CIC, in terms of revenue, the size of the
global intelligent robot market increased from RMB130.2 billion in 2021 to RMB307.4 billion in 2025,
representing a CAGR of 24.0% from 2021 to 2025, and is projected to reach RMB850.0 billion by
2029, representing a CAGR of 24.6% from 2026 to 2030. The penetration rate of intelligent robots in
terms of sales volume has also grown steadily from 43% in 2021 to 64% in 2025, and is expected to
reach 81% by 2030. As a leader in robotic control systems, our expertise in robotic control systems and
intelligent robots uniquely position us to capitalize on this growth and achieve profitability.
Continue to Invest in Technologies
We aim to strengthen our market competitiveness and seize the rapid global growth opportunities
in the intelligent robot industry by continuously increasing investments in advanced robotic
technologies with a strategic focus on three key areas: AI, infrastructure and toolchain development,
and embodied AI. These investments not only reinforce our core technological advantages but also
significantly improve our products’ performance and expand application scenarios — laying a solid
foundation for revenue growth and profit optimization.
 AI. Our R&D efforts in AI are focused on applying large models within robots with an aim
to advance robots from task execution to cognitive intelligence. Our specific R&D plans
include:
(i) Multimodal Cognitive Engine. We plan to develop a multimodal AI system integrating
large language models and visual models for robots. By integrating large language
models (for understanding language) with visual models (for recognizing images),
robots can simultaneously analyze commands (e.g., “move the red box on the third
shelf”), images (the box location), and spatial data (aisle width).
(ii) Robot World Model. We plan to develop a robot world model, enabling robots to
understand the world around them, predict outcomes, and make informed decisions
about actions to take. We will build an “experience knowledge base” (storing
task-related patterns, such as “pushing a box requires adjusting the angle”), enabling
robots to anticipate the outcomes of actions (e.g., “taking route A will be blocked by a
forklift”). In complex warehousing scenario, this world model allows for rapid optimal
path planning; in flexible manufacturing, it helps predict assembly sequences, reducing
manual intervention.
(iii) Language Control + Self-Supervised Learning. We plan to develop natural language
control and self-supervised learning technologies to enable robots to complete complex
tasks with very few examples or purely language-based instructions. Users can describe
tasks in natural language (e.g., “sort parcels by address”), and the robot can execute
them with few or even zero examples, eliminating the need for reprogramming. When
switching orders in flexible manufacturing or adding new tasks in inspections, workers
can directly give verbal instructions, reducing customization costs.
(iv) Rapid Reinforcement Learning Architecture. We plan to develop software architecture
that enables rapid model training and deployment based on the operational data
collected from specific application scenarios.
Through the above technological investments, our robots have progressed from R2.0 (which
was defined by domain-specific autonomy for predefined and/or repetitive tasks within
structured environments with targeted functionality based on SLAM, motion control
algorithms and computer vision) into R3.0 (which achieves generalized autonomy and
transferable task execution across diverse, unstructured settings powered by multimodal AI
foundation models). This transformation has directly expanded the robots’ ability to cover
high value-added scenarios, such as complex warehousing, flexible manufacturing, and smart
inspection. This will, in turn, enhance the profitability of our robot products.
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 Infrastructure and toolchain development . We recognize that intelligent robot technology is
highly complex and requires a robust underlying software infrastructure. We plan to further
strengthen our platform capabilities in two aspects:
(i) Simulation Training & Digital Twin System. We plan to enhance our simulation training
and digital twin system, which essentially creates a parallel virtual world for robots.
Robots can simulate and train in these virtual environments in advance: testing
navigation, obstacle avoidance, and interaction capabilities in extreme or rare scenarios
that may not commonly occur in the real world. This allows for prompt validation of
product designs and algorithms’ effectiveness and reducing time and costs caused by
repeated experiments in real-world environments. Additionally, virtual testing results
can be intuitively presented to customers, enhancing the credibility of our solutions and
leading to more orders from customers; and
(ii) Low-Code Development & Task Orchestration Tools. Traditionally, robot functions had
to be coded by engineers. With low-code tools, users are provided with a visual library
of functional modules — they can simply drag and drop components like “Time
Trigger,” “Return to Standby Point,” or “Auto-Charge” to quickly configure the needed
features without any coding skills. We plan to enhance our low-code development and
workflow orchestration tools which offer visual configuration interface and predefined
templates to our customers. Low-code development and workflow orchestration tools
can simplify business process configuration and function expansion, lowering the
technical threshold for R&D for example, entry level developers can quickly get
started. From the product design perspective, these tools support flexible customization
based on customer-specific business scenarios. Additionally, our self-developed
low-code tools support multiple computer languages and are highly compatible,
enhancing team collaboration efficiency.
We have benefited from our current infrastructure, which has shortened product iteration
cycles and reduced deployment costs. We expect our continued investments to enhance our
engineering capabilities in large-scale delivery and complex scenarios, ultimately improving
our profitability and customer retention.
 Embodied AI . Our R&D investments in embodied AI are focused on enhancing the robot’s
ability to operate in complex environments in the real world. Our specific R&D plans
include:
(i) Multi-Sensor Fusion & High-Precision Pose Perception System. Robots rely on
multiple “senses” to perceive their surroundings. These include vision cameras (to
detect shapes and colors), IMU (Inertial Measurement Units) (to sense tilt and
acceleration), force sensors (to detect pressure or force), and LiDAR (to scan 3D
space). By combining data from these diverse sensors, the robot can more accurately
determine where it is (pose) and what’s around it (environment awareness). This
technology will be integrated into our newly developed embodied forklift. Previously,
robots relying solely on vision or LiDAR struggled in environments with dense
shelving, rapid changes, or uneven flooring — leading to navigation errors or
collisions. With multi-sensor fusion, the robot’s localization becomes more stable, even
in dynamic and uneven environments. It can reliably identify shelf edges and aisle
widths, significantly reducing collision failures. Furthermore, this core technology
supports future products like commercial delivery robots, enabling advanced functions
such as climbing stairs, using elevators, or opening doors — thanks to integrated
perception from multiple sensor types.
(ii) High-Dynamic Control Architecture. A robot’s “body” may include different “organs”
like wheels (differential wheels for turning, steering wheels for straight movement),
and mechanical arms (for precise grasping). High-dynamic control acts as a smart
central brain that coordinates all these components in real time. It can instantly adjust
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movements when the environment changes (e.g., an unexpected obstacle), allowing the
robot to move quickly but stably. This architecture directly upgrades our industrial
compound robots and wheeled humanoid robots.
(iii) Perception-Driven Behavior Mechanism. Traditional robots rely on manually coded
rules (e.g., “if A happens, do B”) to perform tasks like obstacle avoidance or object
grasping. In contrast, perception-driven behavior generation allows the robot to “learn
by experience.” By training on large volumes of real-world data, the robot can use its
visual and tactile inputs to calculate actions end-to-end — for example, seeing a fragile
glass cup and automatically adjusting its grip strength — without needing complex
pre-programmed rules. This technology can be applied to our wheeled humanoid robots
for factory component sorting. Traditional sorting robots, which rely on fixed rules,
struggle when parts are scattered, made of mixed materials, or when obstacles appear
on the conveyor. This often leads to shutdowns or the need to switch programs. With
perception-driven behavior generation, the robot can “adapt on the fly.” Trained on tens
of thousands of real sorting scenarios, it can recognize shifts in part positions, detect
surface roughness or material type, and simultaneously calculate the best arm
movements, gripper force, and navigation paths.
Expand Our Product Offerings
Our strong technological capabilities facilitate a rapid innovation cycle and the efficient launch of
new products and solutions. We will continue to extend our robotic controller product series, expand
into new categories of embodied AI, accelerate the commercialization of humanoid robots, and enhance
our software systems’ intelligence and ease of use. Below are our current plans for developing and
launching new products in the period from 2026 to 2027.
 Robotic controllers. We aim to diversify robotic controller offerings to expand the
application of robotic technologies across a broader range of applications. We plan to launch
controllers designed for legged robots (such as quadrupeds and hexapods) and
wheeled-legged robots, enabling these robots to operate autonomously without the need for
remote controls. This will extend their capabilities and open up new opportunities in various
industries. Additionally, we plan to introduce controllers for palletizers, allowing them to
collaborate more effectively with robots and software systems in logistics scenarios.
To strengthen our product competitiveness and increase sales in international markets, we
plan to introduce (i) an entry-level functional safety controller that strikes a balance between
functionality and cost-effectiveness, catering to the growing demand in international markets
for compliant yet affordable solutions and lowering customers’ adoption barriers and (ii) a
functional safety controller for embodied intelligent robots, building on the safety features of
the SRC-5000. The development of both products reflects the increasing market demand for
controllers with enhanced functional safety features, particularly in overseas markets where
regulatory and certification requirements for robotic products are becoming more stringent.
According to CIC, functional safety has become not only a compliance requirement, but also
a necessary condition for enterprises to participate in global market competition. In
particular, overseas markets such as Europe have been progressively strengthening legal and
regulatory requirements relating to functional safety and product compliance, making safety
certification an increasingly important prerequisite for commercial deployment and market
entry. For example, the industrial robot safety standard EN ISO 10218:2025, which was
released in August 2025, and the EU Machinery Regulation 2023/1230, which will take
effect in January 2027, impose enhanced requirements on safety functions and product
compliance for machinery entering international markets, making safety function
certification an increasingly important prerequisite for commercial deployment and market
entry.
Against this backdrop, we believe there is growing customer demand for functional safety
controllers that can facilitate compliance with applicable safety standards while balancing
different operational and cost requirements. Such demand has been reflected in our customer
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projects for globally renowned electrical and automation companies, where we were required
to comply with applicable local safety standards and incorporate safety designs such as
multi-level redundant obstacle avoidance mechanisms by reference to internationally
recognized robotic safety standards. By expanding our product portfolio with controllers
positioned at different price and functionality levels, we aim to address increasingly
diversified customer needs in international markets.
We are also in active communication with potential customers regarding their evolving
functional safety and certification requirements, which provides us with market insight and
supports the commercial relevance of our planned products.
Moreover, we intend to develop an entry-level embodied intelligence controller to capitalize
on the growing demand for embodied intelligent robots. We are focusing on entry-level
products to address the need for affordable solutions and quickly gain market share.
 Robots. We plan to develop a broader range of robot models to meet customer demand
across more use cases. For dense, narrow-aisle warehouse environments, our goal is to
introduce various robots capable of offering increased flexibility and operational efficiency.
Planned products include omnidirectional stacker forklift, high-lift reach forward forklift,
high-lift three-direction forklift, and omnidirectional handling forklift. Additionally, we
intend to develop fully intelligent forklifts. With advanced electric motor control, these
forklifts will provide higher precision and control while reducing maintenance frequency.
Our aim is to transition the entire forklift lineup to electric, enhancing our product
competitiveness. According to CIC, in terms of sales revenue, the size of the global
intelligent forklift robot market increased from RMB15.4 billion in 2025 to RMB49.9 billion
by 2030, representing a CAGR of 25.6% from 2026 to 2030.
For industrial manufacturing environments, we plan to introduce a range of robots designed
for material delivery, factory monitoring, and complex task operations to boost factory
automation and operation efficiency. We plan to introduce robots capable of delivering
materials and goods indoors (within workshops) and outdoors (between workshops and
warehouses). Furthermore, we plan to develop legged robots that can seamlessly integrate
into the factory’s scheduling systems to perform automated inspections and legged robots
that are equipped with mechanical arms to handle dexterous tasks, such as maintenance.
Taking quadruped robots as an example, in terms of sales revenue, the size of the global
quadruped robot market increased from RMB2.4 billion in 2025 to RMB20.2 billion by
2030, representing a CAGR of 47.5% from 2026 to 2030. We intend to also launch wheeled
humanoid robots focused on material handling and loading/unloading tasks in industrial
manufacturing environments. We plan to develop a wheeled humanoid dexterous
manipulation robot capable of more complex tasks such as parts sorting, assembly, and
quality inspection, pushing the boundaries of factory automation. Moreover, we plan to
develop a bipedal humanoid robot for scenarios where wheeled humanoid robots face
limitations, such as climbing stairs, navigating more complex terrain, or accessing narrower
passageways. This will allow the robot to tackle a wider range of tasks within the factory.
 Software. To further enhance the value of our robotic solutions, we will develop advanced
software products that streamline deployment and optimize operational efficiency. We plan
to introduce a simulation system that offers an intuitive simulation of business scenarios
with robots. This system will allow customers to visualize the robots’ operational
performance in their factory before deployment, increasing their confidence in adopting
intelligent robots and potentially increasing our sales of robots. We plan to develop a
distributed scheduling system, primarily aimed at small-scale scenarios involving fewer than
ten robots. This system will enable robots to self-organize into networks, eliminating the
need for a factory Wi-Fi network and reducing customer costs.
Furthermore, we plan to introduce a remote deployment system based on world models.
Engineers will be able to use handheld scanners to capture the factory environment and
upload the data to the cloud. In the cloud, technical staff will then edit and simulate the
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environment, replicating the robot’s operations in the scenario. Once the robot arrives
on-site, it can be immediately powered on and used, eliminating on-site deployment time.
This will lower the cost and timeline for customers to adopt robots, leading to improved
robot sales.
Strengthen Collaborations with Existing Customers and Attracting New Customers
Our future growth depends on our ability to maintain and deepen relationships with existing
customers. We have built stable relationships with major customers, and many of them choose to
purchase from us again. The contribution rate of existing contracting customers was 50.9%, 54.9% and
60.6% in 2023, 2024 and 2025, respectively, maintaining relatively stable during the Track Record
Period. The recurring customer rate also remained stable during the Track Record Period, with 32.3% in
2023, 39.3% in 2024 and 44.9% in 2025. By expanding and enhancing these partnerships, we can boost
our product sales to end customers and integrators in the industry. In addition to maximizing the value
of existing customer relationships, we have been continually expanding our customer base. During the
Track Record Period, the number of our new contracting customers rapidly increased from 420 in 2023
to 516 in 2024, and further to 614 in 2025.
We believe we can increase our revenue through our continual efforts to develop new customers
and strengthen our collaboration with existing customers. We plan to establish regional headquarters in
key industrial areas in Chinese Mainland, such as Suzhou, Wuhan, and Xi’an, to increase our
penetration in these areas. For each new regional headquarters, the Company plans to set up a dedicated
sales team of 10 to 20 people and will delegate local teams with decision-making authority to improve
responsiveness and adaptability to customers’ demand. We plan to further enhance our customer service
system, optimize sales processes, and improve responsiveness and service quality. For example, we will
promote the use of our Nebula system during the sales process, offering customers easy access to a
library of pre-designed robotic products, which can enhance our sales team’s efficiency. These efforts
will help increase customer loyalty and retention, creating more opportunities for upselling and
cross-selling to boost revenue. We will continue to build an open, diverse, and collaborative robotics
platform ecosystem by actively engaging forward-looking and innovative partners to jointly drive deep
integration of core technologies with industry applications, thereby attracting more robot integrators
and end customers to our platform.
Further Expand Overseas Markets
We plan to expand our business beyond China and bring our solutions to global partners. Our
initial focus will be on building our brand presence a global sales and service network as well as
securing key pilot projects. We plan to increase market penetration through online advertising, digital
media, industry publications, associations, trade shows, and other promotional activities to strengthen
our brand presence. Specifically, in 2025, we demonstrate our global reach by participating in 18
offline expos and industry exhibitions across key international markets in the United States, the United
Kingdom, Germany, France, Italy, Australia, Thailand, Malaysia, Singapore, Japan and Indonesia. To
enhance customer service experiences, we will recruit sales and service personnel, and establish local
showrooms and spare parts centers. Next, we will gradually develop localized supply chain systems in
key markets. We aim to partner with leading integrator customers in Europe and North America to
co-develop high-quality, differentiated robotic models that cater to local market needs. This will help us
expand our product portfolio, increase product premium value, and meet the specific procurement
requirements of customers in these regions. Finally, we will establish localized product and R&D teams
in major markets to better address the unique needs of customers in those areas. We plan to set up
product management teams in both Europe and the United States to gain deep insights into the needs of
customers in developed markets, enabling us to define differentiated, high-value products.
We will focus on high-growth regions and flagship customers, accelerate our penetration in
Europe and North America as well as emerging markets. Specifically, we plan to further strengthen our
presence in markets such as the United States, Germany, Japan, and Thailand, for the following
commercial reasons: (1) the United States is a large, integrated consumer market, presenting immense
long-term potential demand for robots; (2) Germany, as a global leader in manufacturing, automotive,
logistics and industrial automation, offering not only business opportunities in a technologically
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advanced country but also a strategic gateway to the European markets; (3) according to CIC, Japan is
the largest single developed market in the Asia-Pacific region with well-established industrial sector
and high acceptance of robots. Additionally, Japan’s influence extends throughout the Asia-Pacific
region, with many Japanese factories located in countries like Thailand. As a result, we have decided to
prioritize the development of the Japanese market, entering Japan’s domestic market while
simultaneously driving growth in the Southeast Asian market.
Specifically, the United States maintains its status as a key player in industrial automation, with
around 400 thousand industrial robots operating in factories. The U.S. government has launched the
2025 Project for the Advanced Robotics in Manufacturing Innovation and planned to enhance
investments to support technical projects in areas such as robotic agility and multi-robot collaboration.
In Europe, Germany leads the robot market, holding around 300 thousand industrial robots operating
currently. The German industrial intelligent robot market has maintained continuous growth, driven
mainly by the recovery of the automotive industry, the push for Industry 4.0, and demand from the
metal processing and electronics sectors. As for Japan, with nearly 450 thousand industrial robots
operating in factories, Japan maintains its position as one of the world’s most robotized countries.
Japan’s 2025 AI Robot Application Strategy explicitly identifies industrial production lines as a key
application area and aims to accelerate the deployment of advanced technologies, including industrial
robots. In the Southeast Asia market, although Thailand has the largest number of industrial robots
currently operating, less than 20% of the country’s nearly 150 thousand factories are using industrial
robots, signaling substantial untapped potential. Under the “Thailand 4.0” strategy, the Board of
Investment provides incentives such as tax benefits to attract high-end manufacturing, including
industrial intelligent robots. These targeted policies and significant demands across major economies
are promoting industrial automation upgrading and attracting high-end manufacturing, facilitating
overseas establishment for Chinese industrial intelligent robot companies. According to CIC, China’s
industrial robot exports exceeded RMB12.0 billion in 2025, representing a year-on-year increase of
48.7%, underscoring the continued expansion of its global market presence.
Maintain Strong Gross Margin
Our ability to maintain our strong gross margin is crucial to our business success and profitability.
We are currently implementing various measures to improve our overall cost-effectiveness and gross
margin, with a focus on expanding our operations and further enhancing our revenue streams, which is
crucial for reducing costs through economies of scale.
The main components for our robots and robotic controllers include sensors, batteries, motors,
electric motors. The fluctuations in the prices of components, as well as other production-related costs,
have affected and will continue to affect our profitability. We have stable, long-term relationships with
our major suppliers, enhancing the stability of our supply chain. During the Track Record Period,
supported by our supply chain capabilities, our gross margin remained relatively stable at 49.2%, 45.9%
and 47.4% in 2023, 2024 and 2025, respectively.
To ensure a stable supply and competitive prices, we have a dedicated procurement department
which monitors our overall procurement costs and takes proactive actions to negotiate prices and terms
with major suppliers. We are actively expanding our supplier network and broadening our sourcing
channels for certain key components to reduce reliance on certain suppliers. By expanding and
diversifying the supplier base, we secure more opportunities to negotiate and obtain better pricing of
components necessary for our production.
As our business scale grows, our bargaining power with suppliers of raw materials strengthens,
enabling us to secure more favorable pricing and payment terms from them, which in turn improves our
profitability. For example, reaching certain procurement thresholds may allow us to benefit from
favorable pricing terms offered by suppliers, thus lowering our raw material procurement costs.
Additionally, we have actively collaborated with leading domestic suppliers in China for key robot
components, such as LiDAR, transitioning our purchases from foreign suppliers. This shift has resulted
in significant cost savings.
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Enhance Operating Leverage
During the Track Record Period, we incurred significant operating expenses, including research
and development, administrative, and selling expenses, to develop, manage, and promote our robotic
products. Moving forward, we aim to enhance the efficiency of our sales, marketing, and R&D efforts
by strengthening our product flywheel, implementing digital systems, and establishing robust
management frameworks. We will further refine our internal functions and processes to further improve
overall operational efficiency.
As our business continues to grow, we expect that we will improve operation efficiency from
economies of scale. At the end of each year, we formulate the annual budget for the following year,
estimating the revenue growth for the next year, which provides us with a baseline to plan the human
resources and various expenses. Thanks to our stringent budget control approach, our operating
expenses grew at a CAGR of 20.9% from 2023 to 2025, lower than the CAGR of our revenue of 33.2%
from 2023 to 2025.
During the Track Record Period, we made significant investments in both selling and distribution
activities and research and development efforts to support our market expansion and technological
advancement. In 2023, 2024 and 2025, our selling and distribution expenses amounted to RMB72.3
million, RMB89.0 million and RMB105.7 million, respectively. To stay current with technology
development trend, we recorded R&D expenses of RMB63.7 million, RMB71.3 million and RMB79.2
million in 2023, 2024 and 2025, respectively. Although we invested a large amount of manpower and
fund to contact and attract customers, while also iterating our existing technologies and developing new
ones to stay competitive, our selling and distribution expenses, as a percentage of our total revenue,
decreased from 29.0% in 2023 to 23.9% in 2025. Particularly, staff costs — the largest component in
our selling and distribution expenses — decreased as a percentage of our total revenue from 19.5% in
2023 to 16.6% in 2024, and further to 14.1% in 2025, demonstrating the increased efficiency of our
sales team. Other selling and distribution expense components, in aggregate, slightly increased from
9.5% of total revenue in 2023 to 9.8% in 2025, primarily due to our increased sales efforts to enhance
our penetration into overseas markets. With our established distribution network, the increasingly solid
customer base and the continuous enhancement of our brand awareness, we expect the proportion of
selling and distribution expenses of revenue will be reduced in the future. We will continue to strictly
control the ratio of marketing expenditures to revenue through budget management, and continuously
improve the per capita efficiency of our sales staff by setting clear performance targets. We set an upper
limit for sales-related expenses in the annual budget, requiring each sales team to achieve their
performance goals within the allocated budget. We also plan to further strengthen our customer
relationship management system to optimize the entire customer transaction process — from lead
generation and business negotiations to contract signing — thereby improving efficiency and control
throughout the sales cycle and supporting the achievement of sales targets. We also anticipate enhanced
efficiency in our research and development activities, while continuing to drive technological
innovation.
We also incurred a significant amount of administrative expenses during the Track Record Period.
In 2023 and 2024, our administrative expenses amounted to RMB36.8 million and RMB42.9 million,
respectively, representing 14.8% and 12.7% of our revenue, respectively, demonstrating increased
operating efficiency. In 2025, our administrative expenses accounted for 15.3% of revenue, primarily
due to the recognition of listing expenses of RMB15.4 million. Excluding the listing expenses,
administrative expenses would have accounted for 11.8% of revenue. Particularly, staff costs — the
largest component in our administrative expenses — decreased as a percentage of our total revenue
from 7.1% in 2023 and 2024, to 6.3% in 2025. We do not anticipate the number of management
personnel to grow in line with revenue. Instead, we set forth an upper limit for management headcount
based on the actual needs of each department, with regular evaluations to optimize the management
team structure. With the expansion of our business scale, we expect that the absolute amount of
administrative expenses will increase but the percentage of our revenue will decrease as we benefit
from economies of scale and improved operational efficiencies. We will strengthen our management
over operating expenses through meticulously budgeting, streamlining work processes and optimizing
human resources.
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We believe that we can achieve our profitability by expanding the revenue scale, enhancing gross
margin and enhancing operating leverage. Based on our forecasts and estimates, we believe the
above-mentioned strategies to achieve profitability would not result in any material changes in our
revenue mix by end user industry, by use case or application scenario, nor would they cause any
material changes in our cost structure. During the Track Record Period, our adjusted net loss margin
(non-IFRS measure), representing adjusted net loss (non-IFRS measure) as a percentage of revenue,
continually narrowed, decreasing from 8.4% in 2023 to 3.1% in 2024, and further to 0.6% in 2025. Our
Directors believe that our business is sustainable. Taking into consideration financial resources
presently available to us, including cash and cash equivalents on hand, internally generated funds 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 needs and at least for the next 12 months from the date
of this prospectus.
PROPERTIES
Our principal executive offices are located in Shanghai, China. According to section 6(2) of the
Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, 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 interests in land or buildings, for the reason that, as of the
Latest Practicable Date, none of the properties leased by us had a carrying amount of 15% or more of
our consolidated total assets.
We currently do not own any properties. As of the Latest Practicable Date, we primarily leased
four properties in China with an aggregate gross floor area of 21,805.41 sq.m. as our office and testing
center. We believe that there is sufficient supply of properties in Chinese Mainland, and we do not rely
on the existing leases for our business operations. We believe that our current facilities are adequate to
meet our current needs.
Pursuant to the applicable PRC laws and regulations, both lessors and lessees must register lease
agreements with the relevant authorities and obtain property leasing filing certificates. As of the Latest
Practicable Date, four of our lease agreements had not been registered with the relevant local
authorities due to the lack of certain required documents to be provided by such lessors. We are
actively communicating with the lessors and will complete the lease agreement registration procedure
once the required documents are available. As advised by our PRC Legal Advisor, failure to register an
executed lease agreement will not affect its legality, validity or enforceability. However, we may be
subject to a fine of no less than RMB1,000 and not exceeding RMB10,000 for each unregistered lease
agreement if the relevant PRC governmental authorities require us to rectify it but fail to do so within
the prescribed period. See “Risk Factors — Risks Relating to Our Business and Industry — Failure to
renew our leases or to comply with property-related laws and regulations regarding certain of our
leased properties could adversely affect our business” for details. We estimate that the maximum
penalty we may be subject to for these unregistered lease agreements will be approximately
RMB40,000, which we believe is immaterial. Therefore, we believe that the failure to register these
lease agreements will not have any material adverse effect on our results of operations or financial
condition. During the Track Record Period and up to the Latest Practicable Date, we had not received
any administrative penalties in this regard.
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. As advised by our PRC Legal Advisor, during the Track Record Period and up
to the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from
relevant authorities in China that are material to the operation of our existing business.
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The following table sets forth the details of the material licenses and permits necessary for our
business operations:
License/Permit
Entity Holding the
License/Permit Grant Date Expiration Date
Customs Record Receipt of Consignees and Consignors of Imported
and Exported Goods
(Ϋੂ )
Our Company September 22, 2020 N/A
High and New Technology Enterprise Certificate
(ࣣ)
Our Company December 25, 2025 December 24, 2028
High and New Technology Enterprise Certificate
(ࣣ)
Shanghai Seer Soft November 15, 2023 November 14, 2026
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been involved
in any actual or pending legal, arbitration or administrative proceedings (including any bankruptcy or
receivership proceedings) that we believe would have a material adverse effect on our business, results
of operations, financial condition or reputation.
According to our PRC Legal Advisor, the business operations we engaged in had been carried out
in compliance with applicable PRC laws and regulations in all material respects during the Track
Record Period and up to the Latest Practicable Date.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established and currently maintain risk management and internal control systems
consisting of policies and procedures that we consider to be appropriate for our business operations. We
are dedicated to continuously improving these systems. We have adopted and implemented risk
management policies in various aspects of our business operations. Our Board of Directors is
responsible for the establishment and updating of our internal control systems, while our senior
management monitors the daily implementation of the internal control procedures and measures with
respect to each subsidiary and functional department.
We have engaged an internal control consultant to evaluate the effectiveness of our internal
controls related to our business processes, identify areas of improvement, propose remedial measures,
and review the implementation of these measures. Our Directors are of the view that we have adequate
and effective internal control procedures to ensure compliance with relevant laws and regulations going
forward.
Human Resource Risk Management
We have established internal control policies that cover all aspects of human resource
management, including recruitment, training, professional ethics, and legal compliance. Our industry is
in dire need of experienced employees, especially research and development personnel. The departure
of key personnel may have an adverse effect on us. For more information, please refer to “Risk Factors
— Risks Relating to Our Business and Industry — Our success relies on key management and other
highly qualified personnel with specialized skills.”
All our employees have entered into employment agreements with us containing confidentiality
and non-competition clauses. We also require employees to adhere to higher professional ethical
standards. We provide all employees with an employee handbook which includes a code of conduct that
each employee must adhere to.
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Financial Reporting Risk Management
We have implemented a series of accounting policies for financial reporting risk management and
have established strict internal reimbursement, financial reporting management and approval policies.
Specifically, the finance department implements specific review and verification procedures for
invoices, drafts, bills, and other financial documents to ensure the authenticity of the original
documents we receive and use. The finance department also checks whether the amounts and times
shown on the documents are consistent with the relevant contracts. We have a strict internal approval
process, and almost all approval matters are completed online through the company’s internal platform,
which can achieve good results of full process monitoring while operating efficiently.
Our finance department is led by our chief financial officer. The chief financial officer has
extensive financial reporting and internal monitoring experience. Other senior staff in the finance
department also have experience in finance and accounting. Besides their professional expertise, we
continue to provide training to our financial personnel to ensure strict compliance and effective
implementation of financial reporting and risk management policies.
Information Technology Risk Management
We perform multiple backups of the data from our business operations and if an accident causes a
system crash or data loss, we can restore the original data on a timely basis. In the future, we will
continue to reserve talents for the research and development team, explore new technical directions, and
strengthen the security and compliance of the information system and data usage. In addition, we have
also formulated an information security management manual, which stipulates detailed regulations and
operation guidelines for network security, data security and personal information protection.
Legal Compliance and Intellectual Property Risk Management
Our operation risk management involves compliance with the PRC laws and regulations,
especially laws and regulations relating to the information service industry as well as protecting
intellectual property and avoiding liability for infringing third-party intellectual property rights. We
have a team of experienced legal professionals to ensure our compliance and control intellectual
property-related risks. Our legal department is responsible for approving contracts, monitoring updates
in the PRC laws and regulations, and ensuring that business operations continue to comply with the
relevant laws and regulations. Our legal department also assists in ensuring that we timely apply to the
relevant authorities for all necessary applications or filings for trademark, copyright and patent
registration.
International Sanctions Risk Management
We have undertaken to the Stock Exchange that we will not use the proceeds from the Global
Offering, as well as any other funds raised through the Stock Exchange, to finance or facilitate, directly
or indirectly, activities or business with, or for the benefit of, any Comprehensively Sanctioned
Countries
1 or any other government, individual or entity sanctioned by the U.S., the EU, the UN, the
U.K., U.K. overseas territories or Australia, including, without limitation, any government, individual
or entity that is specifically identified on the SDN List maintained by OFAC or other restricted parties
lists maintained by the U.S., the EU, the UN, the U.K., U.K. overseas territories and Australia that
1 “Comprehensively Sanctioned Countries” refers to any country or territory subject to a general and comprehensive export,
import, financial or investment embargo under sanctions related law or regulation of the Relevant Jurisdiction, currently
Cuba, Iran, North Korea, Syria, the Crimea Region of Russia/Ukraine, the self-proclaimed LPR and DPR regions and
Zaporizhzhia and Kherson regions. “Relevant Jurisdiction” refers to any jurisdiction that is relevant to the Company and
has sanctions related law or regulation restricting, among other things, its nationals and/or entities which are incorporated
or located in that jurisdiction from directly or indirectly making assets or services available to or otherwise dealing in
assets of certain countries, governments, person or entities targeted by such law or regulation. For the purpose of this
prospectus, Relevant Jurisdictions include the U.S., U.K., EU, UN and Australia.
2 “Sanctioned Target” refers to any person or entity (i) designated on any list of targeted persons or entities issued under the
sanctions-related law or regulation of a Relevant Jurisdiction; (ii) that is, or is owned or controlled by, a government of a
Comprehensively Sanctioned Countries; or (iii) that is the target of sanctions under the law or regulation of a Relevant
Jurisdiction because of a relationship of ownership, control, or agency with a person or entity described in (i) or (ii).
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would cause us to violate International Sanctions. Further, we have undertaken not to use the proceeds
from the Global Offering to pay any damages for terminating or transferring any contract that violates
International Sanctions. In addition, we have undertaken not to enter into any future business that
would cause us, the Stock Exchange, HKSCC, HKSCC Nominees or our Shareholders and investors to
violate or become a target of international sanctions laws by the U.S., the EU, the UN, the U.K., U.K.
overseas territories or Australia. We will also disclose on the respective websites of the Stock Exchange
and our Group if we believe that the transactions our Group entered into in Countries subject to
International Sanctions or with Sanctioned Targets
2 would put our Group or our Shareholders and
investors to risks of being sanctioned, and in our annual reports or interim reports (i) details of any new
activities in Countries subject to International Sanctions or with Sanctioned Targets; (ii) our efforts on
monitoring our business exposure to sanctions risks; and (iii) the status of, and the anticipated plans for
any new activities in Countries subject to International Sanctions and with Sanctioned Targets. If we
were in breach of such undertakings to the Stock Exchange, we would be subject to the risk of possible
delisting of our Shares on the Stock Exchange.
A W ARDS AND RECOGNITIONS
During the Track Record Period and up to the Latest Practicable Date, we received awards and
recognition in respect of our products, technology and innovation, significant ones of which are set
forth below:
Award/Recognition Award Authority Award Y ear
Headquarter of Innovative Enterprises in Shanghai
(Άุᐼ௅ ) ..............
Shanghai Municipal Development and Reform
Commission
2026
High and New Technology Enterprise
(৷อҦஔΆุ ) ....................
Shanghai Municipal Commission of Science and
Technology, Shanghai Municipal Finance Bureau,
Shanghai Tax Bureau of the State Taxation
Administration
2025
National-level Specialized, Refined, Distinctive &
Innovative Key Little Giant Enterprise
(ᓃʃ̶ɛΆุ ) .........
Ministry of Industry and Information Technology of
the PRC
2025
Benchmark Intelligent Robotics Enterprise
(౽ঐዚኜɛᅺ૖Άุ )..............
Shanghai Municipal Commission of Economy and
Informatization
2025
Enterprises Complying with Industrial Robot
Industry Standards ( ʈุዚኜɛБุ஝ᇍΆุ ) ..
Ministry of Industry and Information Technology of
the PRC
2025
Shanghai Technology Little Giant Enterprise
(Ҧʃ̶ɛΆุ ) ...............
Shanghai Municipal Commission of Science and
Technology, and Shanghai Municipal Commission
of Economy and Informatization
2025
Strongest Brain of Humanoid Robot
(ɛҖዚኜɛ௰੶ɽ໘ ) ................
TMTpost 2025
National Level Specialized and Innovative Little
Giant Enterprise (ॴਖ਼ၚतอʃ̶ɛΆุ ) ..
Ministry of Industry and Information Technology of
the PRC
2024
2023 Pudong New Area Innovation and
Entrepreneurship Award (2023อਜ௴อ
௴ุᆤ) .........................
People’s Government of Pudong New Area,
Shanghai
2024
Pudong New Area Research and Development
Institution (೯ዚ࿴ ) ...........
The Shanghai Pudong New Area Science and
Economy Commission
2024
Private Enterprise Vitality Award (ɢᆤ ) . Jinqiao Economic Development Zone
Administration, Shanghai
2024
Key Supported Unicorn (Potential) Enterprise in
Shanghai (ਕዹԉᖕ (ᆑɢ)Άุ) ...
Shanghai Small and Medium-sized Enterprise
Development Service Center
2024
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Award/Recognition Award Authority Award Y ear
Top Growing Brand List of Shanghai Small and
Medium-sized Enterprise (ڗ
೐࿮) .........................
Shanghai Corporate Culture and Branding Institute 2024
Shanghai Intelligent Robot Benchmark Enterprises
and Application Scenarios Recommendation
Directory ( ɪऎ̹౽ঐዚኜɛᅺ૖ΆุၾᏐ͜ఙ
౻પᑥͦ፽ ) ......................
Shanghai Municipal Commission of Economy and
Informatization
2023
Major Breakthrough Award for High-Growth
Enterprises (ॎᆤ ) .......
Jinqiao Administration Bureau of China (Shanghai)
Pilot Free Trade Zone, Jinqiao Economic and
Technological Development Zone Administration
2023
Pilot Enterprise for Patent Work in Shanghai
(ɪऎ̹Άԫุਖ਼лʈЪ༊ᓃఊЗ ) .........
Shanghai Intellectual Property Administration 2023
Innovative Small and Medium-sized Enterprise
(ʕʃΆุ ) ...................
Shanghai Municipal Commission of Economy and
Informatization
2023
Specialized and New Small and Medium-sized
Enterprise ( ਖ਼ၚतอʕʃΆุ ) ...........
Shanghai Municipal Commission of Economy and
Informatization
2023
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OUR CONTROLLING SHAREHOLDERS GROUP
As of the Latest Practicable Date, Mr. Zhao, chairman of the Board, executive Director, and chief
executive officer of the Company, was entitled to exercise approximately 52.89% of the voting rights in
the Company through: (i) 17,050,617 Shares (representing approximately 17.05% of the voting rights in
the Company) directly held by him; and (ii) 35,835,081 Shares (representing approximately 35.84% of
the voting rights in the Company) held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu,
Shanghai Xianliu and Shanghai Xianqi, with Mr. Zhao being the general partner of each. Suzhou
Xianwu No. 1 and Suzhou Xianwu No. 2 were two limited partners of Shanghai Xianwu, and Mr. Zhao
acted as the general partner of each of them. Therefore, Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan,
Shanghai Xianwu, Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No.
2 constitute a group of Controlling Shareholders of the Company (“ Controlling Shareholders
Group ”).
Immediately after completion of the Global Offering, the Controlling Shareholders Group will
continue to control approximately 47.86% of the voting rights in the Company (assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised) or approximately 46.44% of
the voting rights in the Company (assuming that the Offer Size Adjustment Option and the
Over-allotment Option are exercised in full). Accordingly, the Controlling Shareholders Group will
remain as a group of controlling shareholders of the Company upon the completion of the Global
Offering.
COMPETITION
Each member of the Controlling Shareholders Group has confirmed that he/it does not have any
interest in a business, apart from the business of the Group, which competes or is likely to compete,
directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing
Rules.
INDEPENDENCE FROM THE CONTROLLING SHAREHOLDERS GROUP
Having considered the following factors, the Directors are satisfied that we are capable of
carrying out our business independently of the Controlling Shareholders Group and their respective
close associates (other than the Group) after the Listing.
Management Independence
We are able to carry on our business independently from the Controlling Shareholders Group from
a management perspective. Upon the Listing, the Board will consist of four executive Directors and
three independent non-executive Directors.
The executive Directors and senior management team are responsible for the day-to-day
management of our operations. Notwithstanding the roles of Mr. Zhao in the Board, the Directors are of
the view that the Company is able to function independently from Mr. Zhao for the following reasons:
(a) all of the independent non-executive Directors are independent of Mr. Zhao, and decisions of the
Board require the approval of a majority vote from members of the Board; (b) each of the Directors is
aware of fiduciary duties of a director which require, among other things, that he/she must act for the
benefit and in the best interest of the Group and must not allow any conflict between his/her duties as a
Director and his/her personal interest; and (c) we have adopted a series of corporate governance
measures to manage conflicts of interest, if any, between the Group and the Controlling Shareholders
Group which would support our independent management.
Based on the above, the Directors are satisfied that the Board as a whole is able to perform the
management role in the Group independently from the Controlling Shareholders Group and their
respective close associates (other than the Group) after the Listing.
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Operational Independence
We have independent operating capabilities and management systems. We do not rely on any
operational or administrative resources of the Controlling Shareholders Group or their respective close
associates (other than the Group) for research and development, manufacturing, business development,
staffing and administration (including financial and accounting management, human resources and
information technology). We have independent access to suppliers and customers, and an independent
management team to handle our day-to-day operations. We also possess the necessary licenses,
certificates, facilities and intellectual property rights to carry on and operate our business, and we have
sufficient operational capacity in terms of capital and employees to operate independently.
Based on the above, the Directors are satisfied that we are able to operate independently from the
Controlling Shareholders Group and their respective close associates (other than the Group) after the
Listing.
Financial Independence
We have established our own finance department with a team of financial staff, who are
responsible for financial control, accounting, reporting, group credit and internal control functions of
the Company, independent from the Controlling Shareholders Group and their respective close
associates (other than the Group). We are able to make financial decisions independently and the
Controlling Shareholders Group and their respective close associates do not intervene with our financial
matters. We have also established an independent audit system, a standardized financial and accounting
system and a complete financial management system.
During the Track Record Period, certain of the Group’s bank loans were guaranteed by Mr. Zhao,
one of the Controlling Shareholders (the “ Guaranteed Loans ”). As of the Latest Practicable Date, all
of the Guaranteed Loans were fully repaid by the Group. As of April 30, 2026, we had unutilized
banking facilities of RMB182.5 million that are committed and unrestricted. For details on our bank
borrowings, see “Financial Information — Liquidity and Capital Resources” and Note 28 of the
Accountants’ Report set out in Appendix I to this prospectus.
Save as disclosed above, we confirm that there is no other financial assistance provided by our
Controlling Shareholders Group to our Group and vice versa. In addition, we are capable of obtaining
financing from third parties at reasonable costs without relying on any guarantee or security provided
by the Controlling Shareholders Group or their respective close associates (other than the Group). For
example, we had received a series of Pre-IPO Investments in an aggregate amount of approximately
RMB282.7 million from third-party investors independently as of the Latest Practicable Date. See
“History, Development and Corporate Structure — Pre-IPO Investments” for details of Pre-IPO
Investments.
Based on the above, the Directors are of the view that we are capable of carrying on our business
independently of, and do not place undue reliance on the Controlling Shareholders Group and their
respective close associates after the Listing.
CORPORATE GOVERNANCE MEASURES
The Company will comply with the provisions of the Corporate Governance Code, which sets out
principles of good corporate governance.
The Directors recognize the importance of good corporate governance in protecting the
Shareholders’ interests. We would adopt the following measures to promote good corporate governance
and to avoid potential conflict of interests between the Group and the Controlling Shareholders Group:
(a) where a Shareholders’ meeting is to be held for considering proposed transactions in which
the Controlling Shareholders Group or any of their respective associates has a material
interest, the Controlling Shareholders Group will not vote on the resolutions and shall not be
counted in the quorum in the voting;
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(b) the Company has established internal control mechanisms to identify connected transactions.
Upon Listing, if the Company enters into connected transactions with the Controlling
Shareholders Group or any of their respective associates, the Company will comply with the
applicable Listing Rules;
(c) the independent non-executive Directors will review, on an annual and independent basis,
whether there is any conflict of interests between the Group and the Controlling
Shareholders Group (the “ Annual Review ”) and provide impartial and professional advice to
protect the interests of minority Shareholders;
(d) the Controlling Shareholders Group will undertake to provide all information necessary,
including all relevant financial, operational and market information and any other necessary
information as required by the independent non-executive Directors for the Annual Review;
(e) the Company will disclose decisions (with basis) on matters reviewed by the independent
non-executive Directors either in its annual report or by way of announcements;
(f) where the Directors reasonably request the advice of independent professionals, such as
financial advisors, the appointment of such independent professionals will be made at the
Company’s expenses; and
(g) we have appointed Gram Capital Limited as our Compliance Adviser to provide advice and
guidance to us in respect of compliance with the Listing Rules, including various
requirements relating to corporate governance.
Based on the above, the Directors are satisfied that sufficient corporate governance measures have
been put in place to manage conflict of interests that may arise between the Group and the Controlling
Shareholders Group, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS
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OVERVIEW
Upon listing, the Board will consist of seven Directors, including four executive Directors and
three independent non-executive Directors. The Directors serve for a term of three years and shall be
subject to re-election upon retirement. The Board is responsible for and has the general power over the
management and operation of our business, including determining our business strategies and
investment plans, implementing resolutions passed at our general meetings, and exercising other
powers, functions and duties as conferred by the Articles of Association. The Board also assumes the
responsibilities for developing and reviewing the policies and practices of the Company on corporate
governance, risk management, internal control and compliance with legal and regulatory requirements.
The senior management currently consists of five members who are responsible for our day-to-day
management and operations.
DIRECTORS
The following table sets forth the key information about the Directors:
Name Age Position Responsibilities
Date of the
appointment as a
Director
Date of joining the
Group
Mr. Zhao .......... 36 Chairman of the Board,
executive Director, and
chief executive officer of
the Company
Responsible for the overall
strategic planning and
making key business and
operational decisions of the
Group
April 22, 2020 April 22, 2020
Ms. Ding Xia ( ɕᒳ) ..... 36 Executive Director, vice
president and head of the
Board office of the
Company
Responsible for the overall
strategic planning and
daily operations and
management of the Group
December 22, 2021 December 22, 2021
Mr. Ye Yangsheng ( ໢เ୍).. 33 Executive Director and head
of the digital R&D center
of the Company
Responsible for hosting the
research and development
of robot products and
software of the Group
September 16, 2020 September 16,
2020
(1)
Mr. Wang Qun ( ˮ໊) .... 36 Executive Director and head
of the product department
of the Company
Responsible for the product
development and
application of the Group
September 16, 2020 June 1, 2020
(1)
Dr. Cheng Lin (؍).... 49 Independent non-executive
Director
Responsible for supervising
and providing independent
judgement to the Board
March 26, 2025 March 26, 2025
Dr. Liu Yong (ۇ)..... 45 Independent non-executive
Director
Responsible for supervising
and providing independent
judgement to the Board
March 26, 2025 March 26, 2025
Mr. Chen Fei (࠭)..... 42 Independent non-executive
Director
Responsible for supervising
and providing independent
judgement to the Board
March 26, 2025 March 26, 2025
Note:
(1) Ye Yangsheng and Wang Qun were the founding shareholders of the Company and the date of joining the Group refers to
the starting date of their respective employment relationship with the Group.
Executive Directors
Mr. Zhao , aged 36, was appointed as the Director in April 2020 and the chairman of the Board in
September 2020. He has been serving as the chief executive officer of the Company since June 2020
and also been serving as various positions in several subsidiaries within the Group.
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Mr. Zhao has accumulated extensive experience in the field of robotics and intelligent technology.
From April 2015 to December 2015, he served as the general manager at Fubot Shanghai Robotics
Technology Co., Ltd. (ي(ɪऎ)ʮ̡ ). Subsequently, he held the position of chairman
of the board and general manager at Shanghai Seer Robotics Co., Ltd. (ʮ̡ )
(“Shanghai Seer Robotics ”) from January 2016 to May 2020. Mr. Zhao obtained a bachelor’s degree in
electronic information engineering in July 2011 and a master’s degree in control science and
engineering in March 2015, both from Zhejiang University ( एϪɽኪ) in the PRC.
Mr. Zhao is the spouse of Ms. Ding Xia (an executive Director) and the cousin-in-law of Mr. Ye
Yangsheng (an executive Director).
Ms. Ding Xia ( ɕᒳ), aged 36, has been serving as the vice president of the Company since
January 2022 and the head of the Board office of the Company since January 2024. Ms. Ding was
appointed as the Director in December 2021.
Ms. Ding has significant experience in strategic market management and investment in the
robotics and intelligent technology sectors. Prior to joining the Group, she served as a project manager
and deputy director at the Investment Promotion Bureau of Suzhou Wuzhong Economic and
Technological Development Zone (ਠ҅ ) from July 2013 to June 2016.
Subsequently, she worked as an investment director and the accelerator general manager at Ecovacs
Robotics Co., Ltd. (ʮ̡ ) from July 2016 to February 2020, a company listed
on the Shanghai Stock Exchange (stock code: 603486). She then held the position of director of human
resources at Suzhou Harmontronics Automation Technology Co., Ltd. (ʮ
̡) from March 2020 to January 2022, a company listed on the Shanghai Stock Exchange (stock code:
688022). Ms. Ding obtained a bachelor’s degree in psychology from Xinyang Normal University (ජ
ᇍɽኪ) in July 2010 in the PRC and a master’s degree in applied psychology from Soochow
University ( ᘽψɽኪ) in June 2013 in the PRC.
Ms. Ding is the spouse of Mr. Zhao (chairman of the Board, executive Director, and chief
executive officer of the Company).
Mr. Y e Y angsheng ( ໢เ୍), aged 33, served as the head of the robotics division at the Company
from July 2021 to June 2023. He has been serving as the head of the digital R&D center of the
Company since July 2023. He was appointed as the Director in September 2020.
Mr. Ye has a rich professional background in robotics and software development. He once served
as the head of the software department at Shanghai Seer Robotics from October 2015 to April 2018,
overseeing software development. In addition to his roles at the Company, Mr. Ye has also been serving
as the executive director and general manager at Shanghai Seer Soft Information Technology Co., Ltd.
(ʮ̡ ) since April 2018, as a supervisor at Shanghai Xiangang Technology Co.,
Ltd. (ʮ̡ ) since May 2023, and as a supervisor at Jiangsu Xianjue Intelligent
Technology Co., Ltd. (ʮ̡ ) since April 2020, respectively. Mr. Ye obtained a
bachelor’s degree in control science and engineering (automation) in July 2015 and a master’s degree in
industrial design engineering in September 2018, both from Zhejiang University in the PRC.
Mr. Ye is the cousin-in-law of Mr. Zhao (chairman of the Board, executive Director, and chief
executive officer of the Company).
Mr. Wang Qun ( ˮ໊), aged 36, was appointed as the Director in September 2020. He has been
serving as the head of the product department of the Company since June 2020.
Mr. Wang has extensive experience in product development in the robotics sector. He once worked
as a teaching assistant in the School of Optical-Electrical and Computer Engineering at the University
of Shanghai for Science and Technology (ၑዚʈ೻ኪ৫ ) from September
2015 to December 2016. He served as a director at Shanghai Seer Robotics from June 2018 to August
2023, where he was responsible for product development. Mr. Wang obtained a bachelor’s degree in
electrical engineering and automation in June 2012 and a master’s degree in electrical engineering in
March 2015, both from Zhejiang University in the PRC.
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Independent Non-executive Directors
Dr. Cheng Lin (؍)has in-depth experience in academia and the finance industry. From
August 2012 to July 2019, he served as an assistant professor at the Eller College of Management at
University of Arizona and was promoted to an associate professor, serving from August 2019 to April
2022. Since February 2021, Dr. Cheng subsequently served as an associate professor, a professor and
head of the finance and accounting department at China Europe International Business School ( ʕᆄ਷
ყʈਠኪ৫ ).
Dr. Cheng accumulated extensive accounting or related financial management experience through,
among others, his directorships and positions in audit committees of the following companies:
Company Name Position
Date of Appointment and
Resignation
Nanjing Sunlord Electronics Corporation Ltd.
(ʮ̡ ), a company
listed on the Shenzhen Stock Exchange
(stock code: 300975) ..............
Independent non-executive director and
member of the audit committee
February 2022 to June
2024
Glodon Company Limited (΅Ϟ
ʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 002410) ....
Independent non-executive director and
member of the audit committee
April 2023 to July 2024
Jiangsu Xinchangzheng Microelectronics Group
Co., Ltd. (ࠢ
ʮ̡) .......................
Independent non-executive director July 2022 to present
Shanghai Baosight Software Co., Ltd. ( ɪऎᘒ
ʮ̡ ), a company listed on
the Shanghai Stock Exchange (stock code:
600845) ......................
Independent non-executive director and
member of the audit committee
August 2022 to present
Shang Gong Group Co., Ltd. ( ɪʈ͡Ԏ(ණ
ྠ)ʮ̡ ), a company listed on the
Shanghai Stock Exchange (stock code:
600843) ......................
Independent non-executive director and
member of the audit committee
June 2023 to present
Industrial Securities Assets Management Co.,
Ltd. (ʮ̡ ) ......
Independent non-executive director January 2024 to present
Shanghai Huayi Group Corporation Limited
(ʮ̡ ), a company
listed on the Shanghai Stock Exchange
(stock code: 600623) ..............
Independent non-executive director and
member of the audit committee
June 2024 to present
Dr. Cheng obtained a bachelor’s degree in accounting from York University in June 2006 in
Canada, a master’s degree in accounting from The Ohio State University in August 2007 in the United
States, and a doctorate in accounting and management information systems from The Ohio State
University in August 2012 in the United States.
Dr. Liu Y ong (ۇ)has a distinguished career in academia and robotics technology. He began as
a lecturer at the College of Control Science and Engineering at Zhejiang University (ኪ
ၾʈ೻ኪ৫ ) from September 2007 to December 2010. He then advanced to an associate professor from
December 2010 to December 2016, and he has been serving as a professor at the College of Control
Science and Engineering at Zhejiang University since December 2016. Since March 2018, Dr. Liu has
been serving as the executive director at Hangzhou Dashu Yunzhi Technology Co., Ltd. (ψɽᅰථ౽
ʮ̡ ), where he is responsible for the company’s strategic development and business planning.
Dr. Liu obtained a bachelor’s degree in computer science from Zhejiang University in June 2001 and a
doctorate in computer applications from Zhejiang University in June 2007 in the PRC.
Mr. Chen Fei (࠭)has in-depth experience in investment banking and financial management.
He began his career as an investment banker at The Hongkong and Shanghai Banking Corporation
Limited, where he worked from July 2008 to May 2010 and was primarily responsible for advising on
DIRECTORS AND SENIOR MANAGEMENT
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financings, mergers and acquisitions for domestic and foreign clients. He then served as an investment
banker at UBS AG Hong Kong Branch from May 2010 to May 2018, where he was primarily
responsible for providing advisory services for a series of financing and merger and acquisition
transactions. From May 2018 to April 2022, Mr. Chen served as the chief financial officer and board
secretary at Tubatu Group Co., Ltd. (ʮ̡ ), where he was primarily responsible
for overseeing the company’s financial and investment activities.
Mr. Chen has also been serving as an executive director since April 2022 and the chief financial
officer of YSB Inc. (ʮ̡ ) since May 2022, a company listed on the Stock Exchange
(stock code: 9885), where he has been primarily responsible for overseeing overall financial
management (including accounting, capital management, handling tax-related matters, preparing and
reviewing financial statements, and financial data analyses), internal audits and control, corporate
finance, investment activities and legal matters of the company. Since December 2023, Mr. Chen has
been serving as an independent non-executive director and the chairperson of the audit committee of
Shanghai Refire Group Limited (ʮ̡ ), a company listed on the Stock
Exchange (stock code: 2570), where he was primarily responsible for providing an independent view of
the effectiveness of its financial reporting process and overseeing the audit process. He has also been
serving as an independent director of Yangteng Innovation (Fujian) Information Technology Co., Ltd.
(౮ᙜ௴อ(ܔ)ʮ̡ ) since March 2025.
Mr. Chen obtained a bachelor’s degree in finance in July 2006 and a master’s degree in finance in
July 2008, both from Peking University ( ̏ԯɽኪ) in the PRC. He has been certified as a chartered
financial analyst by the CFA Institute since September 2012 and obtained a certificate of board
secretaries from the Shenzhen Stock Exchange in November 2020.
SENIOR MANAGEMENT
The following table sets forth the key information about the senior management of the Company.
Name Age Position Responsibilities
Date of the
appointment as
senior management
Date of joining the
Group
Mr. Zhao .......... 36 Chairman of the Board,
executive Director, and
chief executive officer of
the Company
Responsible for the overall
strategic planning and
making key business and
operational decisions of the
Group
June 1, 2020 April 22, 2020
Ms. Ding Xia ( ɕᒳ) ..... 36 Executive Director, vice
president and head of the
Board office of the
Company
Responsible for the overall
strategic planning and
daily operations and
management of the Group
January 6, 2022 December 22, 2021
Mr. Ye Yangsheng ( ໢เ୍).. 33 Executive Director and head
of the digital R&D center
of the Company
Responsible for hosting the
research and development
of robot products and
software of the Group
September 16, 2020 September 16, 2020
Mr. Zhang Xing ( ੵጳ) .... 44 Chief financial officer of the
Company
Responsible for the overall
financial planning and
analysis and strategic
planning of the Group
June 1, 2020 June 1, 2020
Mr. Fan Siqi (ᄁ) .... 29 Secretary to the Board, head
of the securities affairs and
director of investment and
financing department of the
Company
Responsible for corporate
governance matters, equity
investment and financing,
investor relations, and
other capital operation
matters of the Group
May 12, 2025 February 25, 2025
For the biographical details of Mr. Zhao, Ms. Ding Xia and Mr. Ye Yangsheng, see “— Executive
Directors” in this section.
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Mr. Zhang Xing ( ੵጳ), aged 44, was appointed as the chief financial officer of the Company in
June 2020.
Mr. Zhang has a diverse background in finance and business analysis, having worked in various
financial roles throughout his career. Prior to joining the Group, from April 2010 to August 2011, he
served as an operator at PETROPOWER (Shanghai) Holdings Co., Ltd. (ʮ̡ ).
He then served as a researcher at Orient Securities Futures Co., Ltd. (ʮ̡ ) from
June 2012 to July 2012. From June 2013 to May 2014, he served as a budget analyst at Pingda
Investment Co., Ltd. (ʮ̡ ). Mr. Zhang then served as a financial supervisor at
Shanghai Good Kids Children’s Products Co., Ltd. (ʮ̡ ) (currently known as
Shanghai Shaming Trading Co., Ltd. (ʮ̡ )) from June 2014 to March 2015. He then
served as a financial manager at Shanghai HIUV New Materials Co., Ltd. (ࠢ
ʮ̡) from April 2015 to March 2019, a company listed on the Shanghai Stock Exchange (stock code:
688680). He then served as the chief financial officer at Shanghai Seer Robotics from March 2019 to
April 2020. Mr. Zhang obtained a bachelor’s degree in accounting and finance in June 2007 and a
master’s degree in development finance in April 2009, both from the University of Manchester in the
United Kingdom.
Mr. Fan Siqi (ᄁ), aged 29, was appointed as one of our joint company secretaries in May
2025 with effect from the Listing Date. He has been serving as head of the securities affairs and
director of investment and financing department of the Company since February 2025 and secretary to
the Board since May 2025.
Prior to joining the Group, he subsequently served as an associate from July 2021 to January 2024
and a senior associate from January 2024 to February 2025 in the investment banking department of
China International Capital Corporation Limited (ʮ̡ ), a company listed on the
Shanghai Stock Exchange (stock code: 601995) and the Stock Exchange (stock code: 3908). Mr. Fan
obtained a bachelor’s degree in financial engineering from Southeast University (ɽኪ) in June
2019 in the PRC, and a master’s degree of science in financial engineering from New York University
in May 2021 in the United States.
GENERAL
As of the Latest Practicable Date, to the best of the knowledge, information and belief of the
Directors after having made all reasonable enquiries,
(i) save as disclosed above, none of the Directors or senior management has held any
directorship in any public company the securities of which are listed on any securities
market in Hong Kong or overseas during the three years immediately preceding the date of
this prospectus;
(ii) save as disclosed above, none of the Directors or members of the senior management of the
Company was related to any other Directors and members of the senior management;
(iii) save as disclosed in “Statutory and General Information,” none of the Directors or chief
executive officer of the Company held any interest in the Shares which would be required to
be disclosed pursuant to Part XV of the Securities and Futures Ordinance; and
(iv) there was no additional matter with respect to the appointment of the Directors that needs to
be brought to the attention of the Shareholders, and there was no additional information
relating to the Directors that is required to be disclosed pursuant to Rule 13.51(2) of the
Listing Rules.
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CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
As of the Latest Practicable Date, none of our Directors and their respective close associates had
any interest in any business which competes or is likely to compete, either directly or indirectly with
our Group’s business which would require disclosure under Rule 8.10 of the Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirmed that he or she (i) had obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on May 7, 2025; and (ii) understood his or her obligations as a director
of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of our independent non-executive Directors had confirmed (i) his or her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he or she
had no past or present financial or other interest in the business of the Company or its subsidiary or any
connection with any core connected person of the Company under the Listing Rules as of the Latest
Practicable Date; and (iii) that there were no other factors that may affect his or her independence at
the time of his or her appointments. Each of our independent non-executive Directors will inform us
and the Stock Exchange as soon as practicable if there is any subsequent change of circumstances
which may affect his or her independence.
JOINT COMPANY SECRETARIES
The Company has appointed Mr. Fan Siqi (ᄁ) as our joint company secretary on May 12,
2025, and Ms. Au Yeung Lai Yee ( ᆄජᘆᄃ) on March 31, 2026, with effect from the Listing Date. For
the biographical details of Mr. Fan Siqi, see “— Senior Management.”
Ms. Au Y eung Lai Y ee ( ᆄජᘆᄃ ), was appointed as one of our joint company secretaries in
March 2026. She currently serves as an assistant manager of SWCS Corporate Services Group (Hong
Kong) Limited.
Ms. Au Yeung is an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited
and has over ten years of experiences in corporate secretarial field. She has been an associate member
of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the
United Kingdom. Besides, she obtained a bachelor’s degree in business administration from Hong Kong
Baptist University and a master degree of corporate governance from Hong Kong Metropolitan
University (formerly known as The Open University of Hong Kong).
BOARD COMMITTEES
We have established three Board Committees in accordance with the relevant PRC laws and
regulations, the Articles of Association and the Corporate Governance Code, namely the Audit
Committee, the Nomination Committee, and the Remuneration Committee.
Audit Committee
We have established an Audit Committee with written terms of reference in compliance with Rule
3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. The Audit Committee
consists of three Directors, namely Cheng Lin, Liu Yong and Chen Fei, with Cheng Lin currently
serving as the chairman. Cheng Lin has the appropriate professional experiences as required under
Rules 3.10(2) and 3.21 of the Listing Rules. The Audit Committee is primarily responsible for
proposing the appointment or replacement of external auditors to the Board while monitoring their
independence and performance. It acts to examine the Company’s financial information, reports, and
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statements, and is tasked with overseeing the rationality, efficiency, and implementation of the financial
reporting, risk management, and internal control systems to make relevant recommendations to the
Board, in addition to dealing with other matters authorized by the Board.
The Company does not maintain a supervisory committee and the Audit Committee shall exercise
the powers and duties of the supervisory committee as stipulated in the PRC Company Law.
Nomination Committee
We have established a Nomination Committee with written terms of reference in compliance with
Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate Governance Code. The Nomination
consists of five Directors, namely Mr. Zhao, Ding Xia, Cheng Lin, Liu Yong and Chen Fei, with Mr.
Zhao currently serving as the chairman. The Nomination Committee conducts extensive searches to
provide suitable candidates for Directors, general managers, and senior management, while researching
and developing standards and procedures for their election. It is responsible for reviewing the Board’s
structure, size, and composition (covering diversity factors such as gender, skills, and experience) at
least annually to maintain a board skills matrix and recommend changes aligning with corporate
strategy. Furthermore, the committee assesses the independence of independent non-executive Directors,
supports the Board’s regular performance evaluation, and handles other authorized matters.
Remuneration Committee
We have established a Remuneration Committee with written terms of reference in compliance
with Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate Governance Code. The
Remuneration Committee consists of three Directors, namely Liu Yong, Mr. Zhao and Cheng Lin, with
Liu Yong currently serving as the chairman. The Remuneration Committee advises the Board on the
overall remuneration plan and structure for Directors and senior management, ensuring the
establishment of transparent and formal procedures for determining the Company’s remuneration policy.
Its duties also include making recommendations on individual remuneration packages for Directors and
senior management, monitoring the implementation of the remuneration system, and fulfilling any other
duties conferred by the Board.
CORPORATE GOVERNANCE CODE
The Company is committed to achieving a high standard of corporate governance with a view to
safeguarding the interests of our Shareholders. To accomplish this, the Company intends to comply with
the Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for
Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules after
the Listing.
Pursuant to code provision C.2.1 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
responsibilities between the chairperson and the chief executive officer should be segregated and should
not be performed by the same individual. We do not have a separate chairperson and chief executive
officer and Mr. Zhao currently performs these two roles. The Board believes that vesting the roles of
both the chairperson and chief executive officer in the same person has the benefit of ensuring
consistent leadership within the Group and enables more effective and efficient overall strategic
planning and implementation of the Board’s decisions for the Group. The Board considers that the
balance of power and authority for the present arrangement will not be impaired and this structure will
enable the Company to make and implement decisions promptly and effectively. The Board will
continue to review and consider splitting the roles of the chairperson of the Board and the chief
executive officer of the Company if and when it is appropriate taking into account the circumstances of
the Group as a whole.
Save as disclosed above, the Company intends to comply with all code provisions under the
Corporate Governance Code after the Listing.
DIRECTORS AND SENIOR MANAGEMENT
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BOARD DIVERSITY POLICY
We have adopted the board diversity policy which sets out the objective and approach for
achieving and maintaining the diversity of the Board in order to enhance its effectiveness. In
accordance with the board diversity policy, the Company seeks to achieve board diversity by taking into
account a number of factors, including but not limited to gender, age, industry experience, cultural and
education background, professional experience, skills, knowledge and/or length of service. The ultimate
selection of Board candidates will be based on merit and potential contribution to our Board having due
regard to the benefits of diversity on the Board and also the specific needs of the Company without
focusing on a single diversity aspect. The Directors have a balanced mix of knowledge and skills,
including overall management and strategic development as well as knowledge and experience in areas
such as overall management and strategic development. They obtained degrees in various areas
including engineering, computer science, finance, accounting and psychology. Furthermore, our Board
has a diverse age and gender representation. Our Board currently comprises one female Director and six
male Directors, ranging from 32 years old to 48 years old.
With regard to gender diversity on the Board, we recognize the particular importance of gender
diversity. We have taken and will continue to take steps to promote and enhance gender diversity at all
levels of the Company, including but without limitation at our Board and senior management levels. We
will maintain a focus on gender diversity when recruiting staff at the mid to senior level so as to
develop a pipeline of potential female successors to our Board. The Group will also identify and select
several female individuals with a diverse range of skills, experience and knowledge in different fields
from time to time, and maintain a list of such female individuals who possess qualities to become our
Board members, which will be reviewed by the Nomination Committee periodically to maintain gender
diversity of our Board. Taking into account our existing business model and specific needs as well as
the different backgrounds of our Directors, the composition of our Board satisfies our board diversity
policy.
Upon the Listing, the Nomination Committee will from time to time discuss and agree on
expected goals to ensure board diversity, and review and, where necessary, update the board diversity
policy to ensure that the policy remains effective. The Company will disclose the biographical details of
each Director and report on the implementation of the board diversity policy (including whether we
have achieved board diversity) in its annual corporate governance report.
DIRECTORS’ AND SUPERVISORS’ REMUNERATION AND REMUNERATION OF THE FIVE
HIGHEST-PAID INDIVIDUALS
The Directors and senior management members who receive remuneration from the Company are
paid in the forms of salaries and other benefits in kind, discretionary bonuses, retirement benefit
scheme contributions and share-based payment. The remuneration of the Directors and senior
management members is determined with reference to the remuneration paid by comparable companies
and the achievement of major operating indicators of the Company.
The aggregate amount of remuneration (including salaries and other benefits in kind, discretionary
bonuses, retirement benefit scheme contributions and share-based payment) and other benefits in kind
paid to our Directors and former supervisors for the years ended December 31, 2023, 2024 and 2025
amounted to RMB8.4 million, RMB9.4 million and RMB4.9 million, respectively. The aggregate
amount of remuneration (including salaries and other benefits in kind, discretionary bonuses, retirement
benefit scheme contributions and share-based payment) and other benefits in kind incurred by the five
highest-paid individuals (including one, one and Nil Director, respectively) of the Group for the years
ended December 31, 2023, 2024 and 2025 amounted to RMB17.8 million, RMB18.9 million and
RMB19.1 million, respectively.
Under the current compensation arrangement, we estimate the total compensation before taxation,
including estimated share-based compensation, to be accrued to our Directors for the year ending
December 31, 2026 to be approximately RMB3.4 million. The actual remuneration of our Directors for
2026 may be different from the expected remuneration.
DIRECTORS AND SENIOR MANAGEMENT
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For the years ended December 31, 2023, 2024 and 2025, there were one, one and nil Director
among the five highest paid individuals, respectively. The total emoluments for the remaining
individuals among the five highest paid individuals amounted to RMB13.2 million, RMB14.0 million
and RMB19.1 million, for the years ended December 31, 2023, 2024 and 2025, respectively.
We confirmed that during the Track Record Period, no remuneration was paid by the Company to,
or receivable by, our Directors, former supervisors or the five highest paid individuals as an inducement
to join or upon joining the Company or as compensation for loss of office in connection with the
management positions of the Company or any subsidiary of the Company.
During the Track Record Period, none of our Directors or former supervisors waived any
remuneration. Save as disclosed above, no other payments have been paid, or are payable, by the
Company or our subsidiary to our Directors, former supervisors or the five highest-paid individuals
during the Track Record Period.
COMPLIANCE ADVISER
The Company has appointed Gram Capital Limited as our Compliance Adviser in compliance with
Rules 3A.19 of the Listing Rules. The Compliance Adviser will provide us with guidance and advice 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 Adviser advises the Company in specific
circumstances, including before the publication of any regulatory announcement, circular, or financial
report, and where a contemplated transaction might constitute a notifiable or connected transaction,
such as share issues, transfers of treasury shares, or repurchases. Additionally, advice is required if the
use of Global Offering proceeds differs from the prospectus, if business activities or results deviate
from forecasts or estimates, or where the Stock Exchange makes an inquiry to the Company under Rule
13.10.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Adviser will, on a timely basis,
inform the Company of any amendment or supplement to the Listing Rules that are announced by the
Stock Exchange. The Compliance Adviser will also inform the Company of any new or amended law,
regulation or code in Hong Kong applicable to us, and advise us on the continuing requirements under
the Listing Rules and applicable laws and regulations.
The term of the appointment will commence on the Listing Date and is expected to end on the
date on which the Company complies with Rule 13.46 of the Listing Rules in respect of our financial
results for the first full financial year commencing after the Listing.
CORE R&D TEAM MEMBERS
For further details of the experience of our core R&D team members, see “Business — Research
and Development” in this prospectus.
DIRECTORS AND SENIOR MANAGEMENT
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BEFORE THE COMPLETION OF THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of the Company was RMB100,000,000
comprising 100,000,000 Shares with a nominal value of RMB1.00 each.
UPON THE COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering and conversion of Domestic Shares
into H Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Domestic Shares in issue ................................. ——
H Shares to be converted from Domestic Shares (1) .................. 100,000,000 90.50
H Shares to be issued under the Global Offering .................... 10,497,300 9.50
Total ............................................. 110,497,300 100.00
(1) For details of the conversion of Domestic Shares into H Shares upon the Listing, see “History, Development and Corporate
Structure — Capitalization of the Company.”
Immediately following the completion of the Global Offering and conversion of Domestic Shares
into H Shares, assuming that the Offer Size Adjustment Option is fully exercised but the Over-allotment
Option is not exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Domestic Shares in issue ................................. ——
H Shares to be converted from Domestic Shares (1) .................. 100,000,000 89.23
H Shares to be issued under the Global Offering .................... 12,071,850 10.77
Total ............................................. 112,071,850 100.00
(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon the Listing, see
“History, Development and Corporate Structure — Capitalization of the Company.”
Immediately following the completion of the Global Offering and conversion of Domestic Shares
into H Shares, assuming that the Offer Size Adjustment Option is not exercised and the Over-allotment
Option is fully exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Domestic Shares in issue ................................. ——
H Shares to be converted from Domestic Shares (1) .................. 100,000,000 89.23
H Shares to be issued under the Global Offering .................... 12,071,850 10.77
Total ............................................. 112,071,850 100.00
(1) For details of the conversion of Domestic Shares into H Shares upon the Listing, see “History, Development and Corporate
Structure — Capitalization of the Company.”
SHARE CAPITAL
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Immediately following the completion of the Global Offering and conversion of Domestic Shares
into H Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are fully
exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Domestic Shares in issue ................................. ——
H Shares to be converted from Domestic Shares (1) .................. 100,000,000 87.81
H Shares to be issued under the Global Offering .................... 13,882,600 12.19
Total ............................................. 113,882,600 100.00
(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon the Listing, see
“History, Development and Corporate Structure — Capitalization of the Company.”
OUR SHARES
The H Shares, to be issued following the completion of the Global Offering and converted from
the Domestic Shares, and the Domestic Shares are ordinary Shares in the share capital of the Company.
Apart from certain qualified domestic institutional investors in the PRC, qualified PRC investors under
the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and other
persons entitled to hold H Shares pursuant to the relevant PRC laws and regulations or upon approval
by any competent authorities, H Shares generally may not be subscribed for by, or traded between,
investors of the PRC. H Shares may only be subscribed for and traded in Hong Kong dollars.
Domestic Shares and H Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will rank
equally for all dividends or distributions declared, paid or made after the date of this prospectus.
Dividends in respect of our Shares may be paid by us in Hong Kong dollars or Renminbi, as the case
may be. In addition to cash, dividends may be distributed in the form of Shares.
CONVERSION OF DOMESTIC SHARES INTO H SHARES
The Domestic Shares are currently not listed or traded on any stock exchange.
According to the regulations by the CSRC and our Articles of Association, the holders of these
Domestic Shares may, at their own option, authorize the Company to apply to the CSRC for conversion
of their respective Domestic Shares to H Shares upon the Global Offering, and such converted Shares
may be listed and traded on an overseas stock exchange provided that the conversion, listing and
trading of such converted Shares have been approved by the securities regulatory authorities of the
State Council. Additionally, such conversion, trading and listing shall meet any requirement of internal
approval process and in all respects comply with the regulations prescribed by the securities regulatory
authorities of the State Council and the regulations, requirements and procedures prescribed by the
relevant overseas stock exchange.
If any of the Domestic Shares are to be converted, listed and traded as H Shares on the Stock
Exchange, the approvals of any internal approval process and/or the relevant PRC regulatory
authorities, including the CSRC, and the approval of the Stock Exchange are necessary for such
conversion. Based on the procedures for the conversion of Domestic Shares into H Shares as set forth
below, we will apply for the listing of all or any portion of the Domestic Shares on the Stock Exchange
as H Shares in advance of any proposed conversion after the Global Offering 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. As the listing of additional Shares after the Listing on the
Stock Exchange is ordinarily considered by the Stock Exchange to be a purely administrative matter, it
does not require such prior application for listing at the time of our listing in Hong Kong. No
Shareholder voting is required for the conversion of such Shares or the listing and trading of such
SHARE CAPITAL
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converted Shares on an overseas stock exchange. Any application for listing of the converted shares on
the Stock Exchange after our initial listing is subject to prior notification by way of announcement to
inform our Shareholders and the public of any proposed conversion.
After all the requisite approvals have been obtained, the relevant Domestic Shares will be
withdrawn from the Share register, and the Company will re-register such Shares on the H Share
register maintained in Hong Kong and instruct the H Share Registrar to issue H Share certificates.
Registration on the H Share register of the Company will be on the conditions that (i) the H Share
Registrar lodges with the Stock Exchange a letter confirming the proper entry of the relevant H Shares
on the H Share register and the due dispatch of H Share certificates; and (ii) the admission of the H
Shares to be traded on the Stock Exchange complies with the Listing Rules and the General Rules of
HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted Shares
are re-registered on the H Share register of the Company, such Shares would not be listed as H Shares.
DOMESTIC PROCEDURES
The Shareholders who apply for H Share Full Circulation (“ Full Circulation Participating
Shareholders ”) may only deal in the Shares upon completion of the below arrangement procedures for
the registration, deposit and transaction settlement in relation to the conversion and listing:
(i) We will appoint CSDC as the nominal holder to deposit the relevant securities at CSDC
(Hong Kong), which will then deposit the securities at HKSCC in its own name. CSDC, as
the nominal holder of the Full Circulation Participating Shareholders, shall handle all
custody, maintenance of detailed records, cross-border settlement and corporate actions, etc.
relating to the converted H Shares for the Full Circulation Participating Shareholders;
(ii) We will engage a domestic securities company (the “ Domestic Securities Company ”) to
provide services such as the transmission of sale orders and trading messages in respect of
the converted H Shares. The Domestic Securities Company will engage a Hong Kong
securities company (the “ Hong Kong Securities Company ”) for settlement of share
transactions. We will make an application to CSDC, Shenzhen Branch for the maintenance of
a detailed record of the initial holding of the converted H Shares held by our Shareholders.
Meanwhile, we will submit applications for a domestic transaction commission code and
abbreviation, which shall be confirmed by CSDC, Shenzhen Branch as authorized by the
Shenzhen Stock Exchange;
(iii) The Shenzhen Stock Exchange shall authorize Shenzhen Securities Communication Co., Ltd.
to provide services relating to transmission of trading orders and trading messages in respect
of the converted H Shares between the Domestic Securities Company and the Hong Kong
Securities Company, and the real-time market forwarding services of the H Shares;
(iv) According to the Notice of the SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ஷ
), the Full Circulation Participating Shareholders that held Domestic Shares shall
complete the overseas shareholding registration with the local foreign exchange
administration bureau before the Shares are sold, and after the overseas shareholding
registration, open a specified bank account for the holding of overseas shares by domestic
investors at a domestic bank with relevant qualifications and open a fund account for the H
Share “Full Circulation” at the Domestic Securities Company. The Domestic Securities
Company shall open a securities trading account for the H Share “Full Circulation” at the
Hong Kong Securities Company; and
SHARE CAPITAL
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(v) The Full Circulation Participating Shareholders shall submit trading orders of the converted
H Shares through the Domestic Securities Company. Trading orders of the Full Circulation
Participating Shareholders for the relevant Shares will be submitted to the Stock Exchange
through the securities trading account opened by the Domestic Securities Company at the
Hong Kong Securities Company. Upon completion of the transaction, settlements between
each of the Hong Kong Securities Company and CSDC (Hong Kong), CSDC (Hong Kong)
and CSDC, CSDC and the Domestic Securities Company, and the Domestic Securities
Company and the Full Circulation Participating Shareholders, will all be conducted
separately.
As a result of the conversion, the shareholding of the relevant Full Circulation Participating
Shareholders in our share capital registered shall be reduced by the number of Domestic Shares
converted and increased by the number of H Shares so converted.
RESTRICTIONS OF SHARE TRANSFER
In accordance with the PRC Company Law, the shares issued prior to any public offering of
shares by a company cannot be transferred within one year from the date on which such publicly
offered shares are listed and traded on the relevant stock exchange. As such, the Shares issued by the
Company prior to the issue of H Shares will be subject to such statutory restriction on transfer within a
period of one year from the Listing Date.
The Directors and members of the senior management of the Company shall declare their
shareholdings in the Company and any changes in their shareholdings. Shares transferred by the
Directors and members of the senior management each year during their term of office shall not exceed
25% of their total respective shareholdings in the Company. The Shares that the aforementioned persons
held in the Company cannot be transferred within one year from the date on which the Shares are listed
and traded, nor within half a year after they leave their positions in the Company. The Articles of
Association may contain other restrictions on the transfer of the Shares held by the Directors and
members of senior management of the Company.
SHARE CAPITAL
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As far as the Directors are aware, immediately following the completion of the Global Offering
(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised) and
the conversion of the Domestic Shares into H Shares, the following persons will have an interest and/or
short position in the Shares or underlying Shares which will be required to be disclosed to the Company
pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or will be, directly or indirectly,
interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote
in all circumstances at general meetings of the Company:
As of the Latest Practicable Date
Immediately following the
completion of the Global Offering
(assuming the Offer Size
Adjustment Option and the
Over-allotment Option are not
exercised)
Name of Shareholder Nature of interest
Number of
Domestic Shares
Approximate
percentage of
interest in the
Company
Number and
description of
the H Shares
Approximate
percentage of
interest in the
Company (1)
%%
Mr. Zhao ................ Beneficial owner 17,050,617 17.05 17,050,617 15.43
Interest in controlled corporation (2) 35,835,081 35.84 35,835,081 32.43
Shanghai Xianyi (2) ............ Beneficial owner 15,461,117 15.46 15,461,117 13.99
Shanghai Xiansan (2) ........... Beneficial owner 7,960,265 7.96 7,960,265 7.20
Zhuhai Yinshan (3) ............ Beneficial owner 14,249,432 14.25 14,249,432 12.90
Zhuhai Yinshan Shareholders (3) ...... Interest in controlled corporation 14,249,432 14.25 14,249,432 12.90
Ningbo Huilidaoqin (4) .......... Beneficial owner 9,654,483 9.65 9,654,483 8.74
Ningbo Huilidaoqin Shareholders (4) .... Interest in controlled corporation 9,654,483 9.65 9,654,483 8.74
Ecovacs Investment Hainan (5) ....... Beneficial owner 6,446,709 6.45 6,446,709 5.83
Ecovacs (5) ................ Interest in controlled corporation 6,446,709 6.45 6,446,709 5.83
(1) The calculation is based on the total number of 110,497,300 H Shares in issue upon Listing comprising (i) an aggregate of
100,000,000 H Shares to be converted from the Domestic Shares and (ii) 10,497,300 H Shares to be issued pursuant to the
Global Offering (without taking into account the H Shares which may be issued upon the exercise of the Offer Size
Adjustment Option and the Over-allotment Option).
(2) As of the Latest Practicable Date, Mr. Zhao was the respective general partner of Shanghai Xianyi, Shanghai Xiansan,
Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi. As a result, Mr. Zhao is deemed to be interested in the
aggregate of 35,835,081 Shares held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu and
Shanghai Xianqi under the SFO.
(3) As of the Latest Practicable Date, the general partners of Zhuhai Yinshan are GLP (Zhuhai) and Zhuhai Puyou.
As of the Latest Practicable Date, GLP (Zhuhai) was wholly-owned by Unity CMC, which was in turn wholly-owned by
Phoenix CMC. Phoenix CMC was wholly-owned by GLP Global FM, which was in turn wholly-owned by GLP Partners 2.
GLP Partners 2 was wholly-owned by GLP Partners 1, which was in turn wholly-owned by GLP Partners. GLPCP Humble
Limited was entitled to exercise 80.00% of voting rights in GLP Partners and was wholly-owned by GLP.
As of the Latest Practicable Date, Zhuhai Puyou was wholly-owned by Shanghai Yinshan, which was in turn owned as to
65.00% by Unity CMC and 35.00% by Zhuhai Yinshan Lingchuang, respectively. Zhuhai Yinshan Lingchuang was owned
as to 40.00% by Dong Zhonglang and 40.00% by Zhuhai Dongfang Zeyu, respectively. Zhuhai Dongfang Zeyu was
wholly-owned by HIGASHI MICHIHIRO .
As of the Latest Practicable Date, Zhuhai Puyin held approximately 34.19% limited partnership interests in Zhuhai
Yinshan. Zhuhai Puyin was managed by its general partner Shanghai Yinyuan, which was in turn wholly-owned by
Shanghai Yinshan. As of the Latest Practicable Date, GLP Shanghai held approximately 99.98% limited partnership
interests in Zhuhai Puyin, which was in turn wholly-owned by China Management Holdings. China Management Holdings
was controlled by China Management Holding Srl, which was in turn wholly-owned by GLP China Holdings Limited. GLP
China Holdings Limited was owned as to 84.30% by CLH Limited, which was in turn wholly-owned by GLP.
As a result, each of GLP (Zhuhai), Unity CMC, Phoenix CMC, GLP Global FM, GLP Partners 2, GLP Partners 1, GLP
Partners, GLPCP Humble Limited, GLP, Zhuhai Puyou, Shanghai Yinshan, Zhuhai Yinshan Lingchuang, Dong Zhonglang,
Zhuhai Dongfang Zeyu, HIGASHI MICHIHIRO, Zhuhai Puyin, Shanghai Yinyuan, GLP Shanghai, China Management
Holdings, China Management Holding Srl, GLP China Holdings Limited and CLH Limited (collectively, the “ Zhuhai
Yinshan Shareholders ”) is deemed to be interested in the 14,249,432 Shares held by Zhuhai Yinshan under the SFO.
(4) As of the Latest Practicable Date, Ningbo Huilidaoqin was managed by its general partners Ningbo Minheng Qizhi and
Ningbo Hengmin. Ningbo Minheng Qizhi was managed and owned as to 90.00% by its general partner Xizang Zhiyuan
Huicai, which was in turn owned as to 51.00% by Wu Haiyan and 49.00% by Wang Daoping, respectively. Ningbo
Hengmin was owned as to 90.00% by Li Lianzhu.
As of the Latest Practicable Date, Ruizhao Mingyuan Investment Management Center held approximately 89.65% limited
partnership interests in Ningbo Huilidaoqin. Ruizhao Mingyuan Investment Management Center was managed by its
general partner Ningbo Minheng Qizhi.
As a result, each of Ningbo Minheng Qizhi, Xizang Zhiyuan Huicai, Wu Haiyan, Wang Daoping, Ningbo Hengmin, Li
Lianzhu and Ruizhao Mingyuan Investment Management Center (collectively, the “ Ningbo Huilidaoqin Shareholders ”) is
deemed to be interested in the 9,654,483 Shares held by Ningbo Huilidaoqin under the SFO.
(5) As of the Latest Practicable Date, Ecovacs Investment Hainan was wholly-owned by Ecovacs (a company listed on the
Shanghai Stock Exchange (stock code: 603486)). As a result, Ecovacs is deemed to be interested in the 6,446,709 Shares
held by Ecovacs Investment Hainan under the SFO.
SUBSTANTIAL SHAREHOLDERS
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Save as disclosed above, the Directors are not aware of any person who will, immediately
following the completion of the Global Offering (assuming that the Offer Size Adjustment Option and
the Over-allotment Option are not exercised) and the conversion of the Domestic Shares into H Shares,
have any interest and/or short position in the Shares or underlying shares of the Company which will be
required to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of
the SFO, or who is, directly or indirectly interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meeting of the Company or any
other member of the Group.
SUBSTANTIAL SHAREHOLDERS
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The following discussion and our analysis should be read in conjunction with our consolidated
financial statements included in the Accountants’ Report in Appendix I, together with the
accompanying notes. Our consolidated financial statements have been prepared in accordance with
IFRS.
The following discussion and analysis contain forward-looking statements that reflect our
current views with respect to future events and financial performance. 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, and our actual results
may differ materially from those anticipated in these forward-looking statements as a result of
certain factors. In evaluating our business, you should carefully consider the information provided in
this prospectus, including but not limited to the sections headed “Risk Factors” and “Business.”
For the purposes of this section, unless the context otherwise requires, references to 2023,
2024 and 2025 refer to our fiscal years ended December 31 of such years, respectively.
OVERVIEW
We are an intelligent robotics company defined by our robotic control systems, or what we call
the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies
form the foundation of our intelligent robot offerings. Leveraging our market position and technology
in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop
development, acquisition and use of intelligent robots across real-world scenarios. In 2023, 2024 and
2025 consecutively, we ranked first in terms of robotic controller sales volume, according to CIC.
During the Track Record Period, we experienced steady and strong growth. Our revenue increased
from RMB249.0 million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in
2025, representing a CAGR of 33.2% from 2023 to 2025. For 2023, 2024 and 2025, our gross profit
margin was 49.2%, 45.9% and 47.4%, respectively. We recorded a net loss of RMB47.7 million,
RMB42.3 million and RMB47.1 million in 2023, 2024 and 2025, respectively; our adjusted net loss
(non-IFRS measure) was RMB20.9 million, RMB10.6 million and RMB2.9 million in the respective
years.
BASIS OF PREPARATION AND PRESENTATION
For ordinary shares issued to Pre-IPO Investors, pursuant to the supplemental agreements entered
into between us and the Pre-IPO Investors in relation to the termination of certain of special rights
granted by us, including redemption rights, liquidation preferences and anti-dilution rights, which are
void ab initio as described in Note 30 to the Accountants’ Report included in Appendix I of this
prospectus, having taken into account the legal and regulatory framework of our jurisdiction and the
governing law of the supplementary agreements, the directors considered that it is appropriate to
present the Pre-IPO Investments as equity throughout the Relevant Periods.
The historical financial information has been prepared in accordance with all applicable
International Financial Reporting Standards (“ IFRS”).
The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the historical financial information, are disclosed in Note 3 to the
Accountants’ Report in Appendix I to this prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations and financial condition have been, and are expected to
continue to be, materially affected by the following company-specific factors.
FINANCIAL INFORMATION
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Development of the Global and China’s Intelligent Robot Industry
We operate in the rapidly growing intelligent robot industry. Our business, financial performance,
and future growth are affected by the development of this industry, including the general factors
affecting the global and China’s intelligent robot market, macroeconomic conditions, regulatory
environment, as well as the market acceptance, adoption and demand of intelligent robot products,
robotic controllers and related services.
In particular, the rise of AI has enabled robots to acquire cross-domain learning and reasoning
capabilities. By integrating deep learning, reinforcement learning, natural language processing and
computer vision, AI significantly enhances robots’ autonomy, learning capacity, and decision-making
abilities, allowing them to operate flexibly and multifunctionally across various tasks and environments.
This has incentivized the adoption of robots in a wider range of application scenarios and use cases.
The continued development of companies within the industrial chain is generating new industry
demands and laying a solid foundation for the sector’s sustainable growth.
Our Technological Innovation and Product Development Capabilities
Our robots and robotic controllers are subject to diversified use cases and rapidly evolving
customer demands, and the global and China’s intelligent robot industry is characterized by constant
product innovation and technology advancement. To maintain our competitiveness in the global and
China’s intelligent robot industry and achieve sustainable growth, we must continuously enhance our
products to keep pace with these changes and implement new technologies into our products in a timely
and effective manner to meet the ever-changing needs of our customers.
We have been committed to in-house R&D of advanced robotics technologies since our inception
and have established a forward-looking technological layout in the industry. Technological leadership
requires sustained substantial investment in R&D, which may affect our short-term profitability, but is
vital to maintaining our long-term market competitiveness.
Our investments in R&D of new technologies have driven the continuous launch of new products,
addressing customer pain points in new scenarios and various industry sectors, thereby promoting our
revenue growth. We have a proven track record of developing robotics technologies into commercially
viable robot products and solutions, as demonstrated by our comprehensive product matrix catering to a
wide array of use cases.
Leveraging our expertise and know-how across various robot products and one-stop solutions for
robotics development, we have successfully expanded and will continue to expand our product
offerings. We plan to continue to increase investment in R&D to explore AI technologies, improve the
infrastructure and end-to-end toolchain for the intelligent robotics industry, and strengthen the
commercialization of our core technologies, positioning these as key drivers of our future core
competitiveness.
Our Ability to Attract Industry Participants to Build a Vibrant Ecosystem
The intelligent robot industry is increasingly shaped by collaborative development across multiple
stakeholders. We are working to connect R&D, manufacturing, and application stages of intelligent
robots, which can lower the entry barriers for enterprises and drive overall industry growth. Leveraging
our self-developed robotic control system, we equip stakeholders across our ecosystem with advanced
tools applicable to various sectors.
Attracting, engaging and retaining industry participants have been our key focuses since our
inception and our platform connects a wide range of stakeholders across the robotics ecosystem. We
enable downstream stakeholders to deploy a wide range of intelligent robots by integrating various
functions, such as component selection, adaptation and co-development, which not only enriches our
portfolio of available products but also strengthens our supplier ecosystem, thereby making robots more
accessible for enterprises, scaling our sales volume, speeding up delivery and creating a virtuous cycle.
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Effective Sales and Marketing to Grow Customer Base Globally
We have made proactive efforts in product commercialization and global market expansion, which
has contributed significantly to the expansion of our market reach and customer base, and, as a result,
the growth of our sales volume and revenue.
Our customers cover two main customer segments: (i) integrators, who integrate our products into
broader automation solutions by assembling components, software and custom engineering to serve the
application scenarios of their clients, and (ii) end customers, mainly including corporate customers
across a range of industries such as 3C, automotive, automation equipment, new energy,
semiconductors, construction machinery and biopharmaceuticals. Our ability to strengthen our customer
base, expand market reach, generate sales, and achieve business growth in the future will continue to
rely on the efficiency and breadth of our sales network.
In order to achieve continuous revenue growth, we have committed, and expect to continue to
commit, significant resources to our sales and marketing initiatives to deepen our market penetration
and enhance brand recognition, especially in the overseas markets, including the development of our
global sales team and brand marketing efforts such as attending global industry exhibitions and
technology forums. As we continue to scale up our business operations, we expect to achieve greater
cost efficiency with our sales and marketing initiatives.
During the Track Record Period, our overseas business developed rapidly. We have built up a
broad and geographically diversified customer base in China and globally, spreading across over 35
countries and regions. In addition, due to differences in market conditions, pricing strategies, and other
factors across regions, our gross margin in overseas markets has generally been higher during the Track
Record Period. As such, changes in the domestic and overseas revenue mix may impact our overall
gross margin. Going forward, we intend to further expand our overseas business to enhance our
profitability.
Changes in Our Product Mix
During the Track Record Period, we primarily generated revenue from the sales of robots and
robotic controllers, and, to a lesser extent, from the sales of software and accessories. The gross profit
margins of different products tend to vary, and the gross profit margins of our products could change
with technology, product and manufacturing upgrades, and pricing factors. As a result, our revenue mix
has an impact on our overall gross profit margin. We may experience further fluctuations in the sales
contribution of each product category, and the gross margin of different product lines may continue to
vary, which may have an impact on our results of operations.
Cost Management and Operational Efficiency
Our ability to achieve profitability and sustainable growth depends in part on our management of
cost of sales. We have adopted an asset-light approach by outsourcing manufacturing, allowing us to
improve efficiency and focus on our core business. Leveraging our market position and platform
advantages, we have established a robust supply chain ecosystem and a sophisticated procurement
mechanism.
Changes in any major components of our cost of sales and our overall cost structure could have an
impact on our gross profit and gross margin. Specifically, the procurement costs for robot components
may fluctuate due to a number of factors beyond our control, such as supply chain disruptions and
inflation, and we are susceptible to significant changes in the availability, price and standard of robot
components. We have implemented risk management measures against such potential disruptions to our
supply chain. In addition, our cost of sales and gross margin may, from time to time, be affected by the
fluctuations in the value of obsolete or slow-moving inventories.
Our results of operations and profitability are also significantly affected by our operating
expenses, which primarily comprised selling and distribution expenses, administrative expenses and
research and development expenses during the Track Record Period. We expect our selling and
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distribution expenses and research and development expenses may continue to increase and account for
a significant portion of our total operating expenses. We expect that our administrative expenses will
remain relatively stable in relation to revenue.
Seasonality
Seasonality impacts our financial performance, driven by our customers’ purchasing practices and
the seasonality of the industries where they operate. Sales of robots constitute the largest component of
our revenue. Many of our customers purchasing our robots formulate their annual procurement plans in
the first quarter of each year, and enter into purchase contracts with us in the second and/or third
quarters of the year. It typically takes us one to two months to ship the robots to customers after the
contracts are signed and we can recognize the revenue for the shipped products within two months on
average. Therefore, a substantial portion of our sales of robots is recognized as our revenue in the
second half of each year. According to CIC, such seasonality is common across the industrial robotics
industry and is primarily attributable to the procurement and budget cycles of downstream industrial
customers and integration lead times commonly observed in industrial automation procurement
behavior. The degree of seasonality may vary from year to year due to conditions in the industry and
other factors, which makes it difficult for us to predict the level of demand with precision. If seasonal
demand exceeds our expectation, we may not have sufficient stock or arrange for timely delivery. If
seasonal demand is lower than our expectation, we could be left with excess inventory, higher working
capital and liquidity requirements, as well as the risk of impairment losses on our inventory.
In addition to the above, our results of operations and financial position have been and are
expected to be affected by a number of general factors, including global and China’s macroeconomic
conditions and legal, regulatory, and government policy support.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have identified certain accounting policies that are significant to the preparation of our
financial statements. In the application of our accounting policies, our management is required to make
judgments, estimates and assumptions that affect the application of accounting policies and reported
amounts of assets, liabilities, income and expenses.
We set forth below accounting policies that we believe involve the most significant estimates,
assumptions and judgements used in the preparation of our financial statements. See Notes 2.3 and 3 to
the Accountants’ Report in Appendix I to this prospectus for details.
Revenue Recognition
Revenue from contracts with customers is recognized when control of goods or services is
transferred to the customers at an amount that reflects the consideration to which we expect to be
entitled in exchange for those goods or services.
During the Track Record Period, we generated revenue primarily from sales of our products,
including robots, robotic controllers, software, and accessories. Revenues from the sale of robots and
the sale of robotic controllers are recognized at the point in time when control of the asset is transferred
to the customer, generally on delivery of the products or accepted by customers. Revenue from sale of
software is recognized at a point in time when the software is provided and accepted by the customer.
Revenue from the sale of accessories is recognized at the point in time when control of the asset is
transferred to the customer, generally on delivery of the products. Pursuant to certain contracts with
customers, we provide installation and commissioning services that are bundled together with the sale
of products to the customers. The installation and commissioning services significantly modify or
customize the goods; therefore, the products and the services are highly interrelated and instead
combined as one single performance obligation which is satisfied at a point in time.
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Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined on the
weighted average basis and, in the case of work in progress and finished goods, comprises direct
materials, direct labour and an appropriate proportion of overheads. Net realizable value is based on
estimated selling prices less any estimated costs to be incurred upon completion and disposal.
For samples and defective products, we estimate the allowance for inventory obsolescence by
applying a historical loss ratio based on the aging of inventory and past experience of inventory
deterioration rates. This methodology reflects reasonable and supportable assumptions about historical
trends, current conditions, and forward-looking expectations.
Share-Based Payments
The cost of equity-settled transactions with employees is measured by reference to the fair value
of share awards on the date when they are granted. The fair value of share awards is determined by an
external valuer using a market model or the price of the recent transaction. See Note 31 to the
Accountants’ Report in Appendix I to this prospectus for details.
The cost of equity-settled transactions is recognized in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions
are fulfilled. The cumulative expense recognized for equity-settled transactions at the end of each year
during the Track Record Period until the vesting date reflects the extent to which the vesting period has
expired and our best estimate of the number of equity instruments that will ultimately vest. The charge
or credit to profit or loss for a period represents the movement in the cumulative expense recognized as
at the beginning and end of that period.
Property, Plant and Equipment
Property, plant and equipment, other than construction in progress, are stated at cost less
accumulated depreciation and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to its
working condition and location for its intended use.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property,
plant and equipment to its residual value over its estimated useful life.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of financial liability and equity
instrument. A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or
another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with
another entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will
or may be settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity
is or may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a
derivative that will or may be settled other than by the exchange of a fixed amount of cash or another
financial asset for a fixed number of the entity’s own equity instruments. An equity instrument is any
contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
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RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated statements of profit or loss for the
years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of Revenue Amount % of Revenue Amount % of Revenue
(RMB in thousands, except for percentages)
Revenue ................... 249,023 100.0 339,323 100.0 441,877 100.0
Cost of sales ................. (126,597) (50.8) (183,638) (54.1) (232,582) (52.6)
Gross profit ................. 122,426 49.2 155,685 45.9 209,295 47.4
Other income and gains ............ 5,784 2.3 10,576 3.1 11,629 2.6
Selling and distribution expenses ......... (72,279) (29.0) (88,985) (26.2) (105,667) (23.9)
Administrative expenses ............ (36,783) (14.8) (42,929) (12.7) (67,654) (15.3)
Research and development expenses ....... (63,749) (25.6) (71,311) (21.0) (79,168) (17.9)
Impairment losses on financial assets, net ..... (622) (0.2) (1,932) (0.6) (10,576) (2.4)
Other expenses ................ (200) (0.1) (98) (0.0) (1,540) (0.3)
Finance costs ................. (1,561) (0.6) (2,163) (0.6) (3,116) (0.7)
Loss before tax ............... (46,984) (18.9) (41,157) (12.1) (46,797) (10.6)
Income tax expense .............. (720) (0.3) (1,151) (0.3) (269) (0.1)
Loss for the year ............... (47,704) (19.2) (42,308) (12.5) (47,066) (10.7)
See Note 30 to the Accountants’ Report in Appendix I to this prospectus for details on the
accounting treatment of redemption rights, anti-dilution rights and liquidation preference rights of
Pre-IPO Investments.
Non-IFRS Measures
We define adjusted net loss (non-IFRS measure) as loss for the year adjusted for equity-settled
share-based payment expenses and listing expenses. We define adjusted net loss margin (non-IFRS
measure) as adjusted net loss (non-IFRS measure) expressed as a percentage of our total revenue.
Equity-settled share-based payment expenses consist of non-cash expenses arising from granting share
options and restricted share units to employees. See Note 31 to the Accountants’ Report in Appendix I
to this prospectus for details. Listing expenses mainly include professional fees incurred in relation to
the Listing and the Global Offering. The following table sets forth a reconciliation of our loss for the
year to adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) for the
years indicated.
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands, except for percentages)
Loss for the year ....................... (47,704) (42,308) (47,066)
Adjusted for:
Equity-settled share-based payment expenses ........ 26,797 31,677 28,799
Listing expenses ........................ — — 15,402
Non-IFRS measures:
Adjusted net loss for the year ............... (20,907) (10,631) (2,865)
Adjusted net loss margin (%) ............... (8.4) (3.1) (0.6)
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We use adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) as
additional financial measures, which are not required by, or presented in accordance with IFRS, to
supplement our consolidated financial statements which are presented under IFRS. We believe that such
non-IFRS measures facilitate comparisons of operating performance from year to year and company to
company by eliminating potential impact of certain items and provide 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 the adjusted net loss (non-IFRS measure) and
adjusted net loss margin (non-IFRS measure) may not be comparable to similarly titled measures
presented by other companies. The use of such non-IFRS measures has limitations as analytical tools,
and you should not consider them in isolation from, or as a substitute for, analysis of our results of
operations or financial condition as reported under IFRS.
KEY COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Revenue
The following table sets forth a breakdown of our revenue by product type for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Robots ................... 148,667 59.8 235,763 69.5 299,911 67.9
Robotic controllers .............. 66,059 26.5 57,413 16.9 85,165 19.3
Software .................. 16,530 6.6 20,297 6.0 23,414 5.3
Accessories (1) ................ 17,767 7.1 25,850 7.6 33,387 7.5
Total revenue ................ 249,023 100.0 339,323 100.0 441,877 100.0
(1) Consists primarily of LiDARs, cameras and motors.
The following table sets forth a breakdown of our revenue by geographic market for the years
indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % Amount % Amount %
(RMB in thousands, except for percentages)
Chinese Mainland ............... 201,417 80.9 290,079 85.5 365,483 82.7
Overseas
South Korea ................ 19,315 7.8 3,945 1.2 5,094 1.2
The United States .............. 3,222 1.3 11,172 3.3 17,402 3.9
Others (1) ................. 25,069 10.0 34,127 10.0 53,898 12.2
Subtotal ................. 47,606 19.1 49,244 14.5 76,394 17.3
Total revenue ................ 249,023 100.0 339,323 100.0 441,877 100.0
Note:
(1) Mainly include Spain, Indonesia, India, Japan and Brazil.
Cost of Sales
Our cost of sales consists primarily of costs of raw materials, staff costs, and other costs.
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The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts and
as percentages of total revenue, for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of revenue Amount % of revenue Amount % of revenue
(RMB in thousands, except for percentages)
Costs of raw materials:
Outer shell ................. 79,073 31.8 135,322 39.9 165,891 37.5
Sensors .................. 22,957 9.2 24,993 7.4 38,163 8.6
Control boards (1) .............. 7,993 3.2 8,505 2.5 13,217 3.0
Other raw materials (2) ............ 7,476 3.0 9,088 2.7 10,494 2.4
Subtotal ................. 117,499 47.2 177,908 52.4 227,765 51.5
Staff costs .................. 6,844 2.7 3,963 1.2 2,924 0.7
Others (3) .................. 2,254 0.9 1,767 0.5 1,893 0.4
Total .................... 126,597 50.8 183,638 54.1 232,582 52.6
(1) Consists primarily of chips, printed circuit boards and electronic components.
(2) Consists of batteries, actuation systems and other materials.
(3) Consists primarily of logistics service fees, warehouse maintenance costs and low-value consumables.
The table below sets out the breakdown of cost of sales for standard components and for
customized items under outsourcing manufacturing, in absolute amounts and as percentages of cost of
raw materials, for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of total Amount % of total Amount % of total
(RMB in thousands, except for percentages)
Costs of raw materials:
Standard components
(1) ............ 44,976 38.3 43,631 24.5 64,196 28.2
Customized items under outsourcing
manufacturing (2) .............. 70,806 60.3 130,451 73.3 159,188 69.9
Others (3) .................. 1,717 1.5 3,826 2.2 4,381 1.9
Total .................... 117,499 100.0 177,908 100.0 227,765 100.0
(1) Consists primarily of the costs for purchasing standard components used in robotic controllers and robots, such as LiDAR,
electronic components, batteries, wires, IT equipment and others, which we purchase directly from the manufacturers of
these materials.
(2) Consists primarily of the costs for purchasing semi-finished and finished robotic controllers and robots manufactured by
third-party manufacturers based on our requirements. The purchase prices we pay the third-party manufacturers for such
items are typically determined based on the combination of (i) the costs of components and packaging materials that they
purchase and use in manufacturing the items required by us (excluding components and/or materials supplied by us) and
(ii) the costs of their manufacturing services.
(3) Consists primarily of low-value consumables, such as labels and packing materials.
Costs of raw materials consist primarily of components and consumables used in assembly of
robots, including, among others, robot bodies, LiDARs, cameras and motors. We purchase all of the
components used in our products from suppliers in China.
The proportion of sensor costs to total revenue decreased from 2023 to 2024, primarily due to
increased supply in the market that drove down overall prices for sensors, as well as cost savings
achieved through our R&D initiatives. The decrease in the proportion of control board costs from 2023
to 2024 was mainly attributable to our cost-control measures, including streamlining the architecture
and adopting more cost-effective components.
Staff costs represent salaries, bonuses, social security and welfare of our operational staff. Our
staff costs decreased during the Track Record Period, mainly due to a decrease in the number of
operation staff responsible for production as a result of our increased engagement of third-party
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manufacturing services. We record raw materials and finished goods provided to third-party
manufacturers as materials set for outsourced processing in the inventory. Products manufactured by
third-party manufacturers are recognized as finished goods upon passing quality inspections and
meeting acceptance standards. Outsourcing costs are determined on the weighted average basis when
transferred to the cost of sales.
Gross Profit and Gross Margin
The following table sets forth a breakdown of our gross profit and gross margin by product type
for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Gross profit Gross margin Gross profit Gross margin Gross profit Gross margin
(%) (%) (%)
(RMB in thousands, except for percentages)
Robots ................... 50,649 34.1 85,038 36.1 115,200 38.4
Robotic controllers .............. 56,251 85.2 46,490 81.0 67,955 79.8
Software .................. 14,195 85.9 17,827 87.8 20,906 89.3
Accessories (1) ................ 1,331 7.5 6,330 24.5 5,234 15.7
Total .................... 122,426 49.2 155,685 45.9 209,295 47.4
(1) Consists primarily of LiDARs, cameras and motors.
Other Income and Gains
Other income and gains consist primarily of (i) government grants, consisting of subsidies in
connection with certain acknowledgments or qualifications we receive from certain local government
authorities, (ii) interest income on our deposits with banks, and (iii) other interest income from
financial assets at fair value through profit or loss, relating to the structured deposits that we purchase
for cash management purposes. The following table sets forth a breakdown of our other income and
gains for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of revenue Amount % of revenue Amount % of revenue
(RMB in thousands, except for percentages)
Government grants .............. 3,709 1.5 8,526 2.5 8,524 1.9
Bank interest income ............. 1,474 0.6 941 0.3 1,249 0.3
Others (1) .................. 601 0.2 1,109 0.3 1,856 0.4
Total .................... 5,784 2.3 10,576 3.1 11,629 2.6
(1) Consists of exchange gain, non-operating income and other interest income from financial assets at fair value through
profit or loss.
Selling and Distribution Expenses
Our selling and distribution expenses consist primarily of (i) staff costs consisting primarily of
salaries, bonuses, social security and welfare, and equity-settled share-based payments for our sales and
marketing personnel and after-sale service staff, (ii) business development expenses in relation to our
customer acquisition activities, and (iii) travel expenses of sales and marketing personnel.
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The following table sets forth a breakdown of our selling and distribution expenses in absolute
amount and as a percentage of our total revenue for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of revenue Amount % of revenue Amount % of revenue
(RMB in thousands, except for percentages)
Staff costs .................. 48,574 19.5 56,294 16.6 62,512 14.1
Business development expenses ......... 12,801 5.1 16,999 5.0 21,160 4.8
Travel expenses ................ 8,645 3.5 13,374 3.9 18,527 4.2
Others (1) .................. 2,259 0.9 2,318 0.7 3,468 0.8
Total .................... 72,279 29.0 88,985 26.2 105,667 23.9
(1) Consists primarily of depreciation of right-of-use assets, general office expenses, and other miscellaneous items.
Administrative Expenses
Our administrative expenses consist primarily of (i) staff costs consisting primarily of salaries,
bonuses, social security and welfare, and equity-settled share-based payments for our administrative and
management personnel, (ii) rental, depreciation and amortization expenses for office premises and
equipment, (iii) consultancy and other professional service fees incurred for our operations and
financing activities, as well as the listing expenses in connection with the Global Offering, (iv) travel
expenses in connection with business development and management activities by our management
personnel, and (v) utilities and office expenses.
The following table sets forth a breakdown of our administrative expenses in absolute amount and
as a percentage of our total revenue for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of revenue Amount % of revenue Amount % of revenue
(RMB in thousands, except for percentages)
Staff costs ................. 17,713 7.1 24,145 7.1 28,052 6.3
Rental, depreciation and amortization expenses .. 6,852 2.8 6,435 1.9 7,015 1.6
Consultancy and other professional service fees ... 5,142 2.1 4,624 1.4 24,145 5.5
Travel and business development expenses .... 3,666 1.5 3,687 1.1 4,694 1.1
Utilities and office expenses .......... 1,033 0.4 1,730 0.5 2,097 0.5
Others (1) .................. 2,377 0.9 2,308 0.7 1,651 0.3
Total .................... 36,783 14.8 42,929 12.7 67,654 15.3
(1) Consists primarily of telecommunication expenses, tax and surcharges, and other miscellaneous expenses.
Research and Development Expenses
Our research and development expenses consist primarily of (i) staff costs consisting primarily of
salaries, bonuses, social security and welfare, and equity-settled share-based payments for our research
and development personnel, and (ii) costs of raw materials and consumables used in product designs
during research and development process.
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The following table sets forth a breakdown of our research and development expenses by nature
for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Amount % of revenue Amount % of revenue Amount % of revenue
(RMB in thousands, except for percentages)
Staff costs .................. 55,058 22.1 67,492 19.9 73,969 16.7
Costs of raw materials and consumables ...... 7,864 3.2 2,979 0.9 4,700 1.1
Others (1) .................. 827 0.3 840 0.2 499 0.1
Total .................... 63,749 25.6 71,311 21.0 79,168 17.9
(1) Consists primarily of (i) certification, review, and evaluation fees, (ii) trial product inspection fees, and (iii) maintenance
costs for instruments and equipment.
Impairment Losses on Financial Assets, Net
Our impairment loss on financial assets, net, mainly represents the loss in the estimated amounts
owing from trade receivables that might be uncollectible. We recorded impairment loss on trade
receivables of RMB622 thousand, RMB1,932 thousand and RMB10,576 thousand in 2023, 2024 and
2025, respectively.
Other Expenses
Our other expenses consist primarily of loss from disposal of plant, property and equipment and
foreign exchange differences. We recorded other expenses of RMB200 thousand, RMB98 thousand and
RMB1,540 thousand in 2023, 2024 and 2025, respectively.
Finance Costs
Our finance costs consist primarily of interest expenses on bank borrowings and interest expenses
on lease liabilities. We recorded finance costs of RMB1.6 million, RMB2.2 million and RMB3.1 million
in 2023, 2024 and 2025, respectively.
Loss before Tax
Though our revenue increased significantly during the Track Record Period, we recorded loss
before tax of RMB47.0 million, RMB41.2 million and RMB46.8 million in 2023, 2024 and 2025,
respectively.
Income Tax Expense
We recorded income tax expense of RMB720 thousand, RMB1,151 thousand and RMB269
thousand in 2023, 2024 and 2025, respectively, primarily due to the profit generated by one of our
subsidiaries, Shanghai Seer Soft during these periods.
The provision for corporate income tax in China is based on the statutory rate of 25% of the
taxable profits determined in accordance with the EIT Law. Our Company and Shanghai Seer Soft are
qualified as a High-Tech Enterprise and were entitled to a preferential income tax rate of 15% during
the Track Record Period. From January 1, 2023 to the end of 2027, the annual taxable income of a
small low-profit enterprise with profit not more than RMB3 million will be recognized based on a tax
rate of 25% of income and be subject to the enterprise income tax of 20%, lowering their effective tax
rate to 5%.
Our subsidiary in Hong Kong is subject to income tax at a statutory rate of 16.5% on its
respective taxable income, and our subsidiary in Germany is subject to income tax at a statutory rate of
15% on its respective taxable income.
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See Note 11 to the Accountants’ Report in Appendix I to this prospectus for details on income tax.
YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024
Revenue
Our revenue increased by 30.2% from RMB339.3 million in 2024 to RMB441.9 million in 2025,
primarily attributable to an overall growth of our business.
 Robots. Our revenue generated from sales of robots increased by 27.2% from RMB235.8
million in 2024 to RMB299.9 million in 2025, primarily because the sales volume of our
robots rose from 2,576 units in 2024 to 3,168 units in 2025 due to an increase in robots
purchased by our existing customers and the increased number of new customers who started
to purchase our robots in 2025. This reflects our strengthened brand name in the intelligent
robot industry, as well as a stable and growing customer base.
 Robotic controllers. Our revenue generated from sales of robotic controllers increased by
48.3% from RMB57.4 million in 2024 to RMB85.2 million in 2025, primarily because the
sales volume of our robotic controllers increased from 4,055 units in 2024 to 7,924 units in
2025, which was primarily driven by increased recurring purchases by existing customers.
This growth reflects a trend where our major customers continue to make repeat purchases,
highlighting our major customers’ satisfaction with our robotic controllers.
 Software. Our revenue generated from sales of software increased by 15.4% from RMB20.3
million in 2024 to RMB23.4 million in 2025, primarily due to increased customer demand
for our unified robot control, coordination and management software, in line with the
increased sales volume of our robots.
 Accessories. Our revenue generated from sales of accessories increased by 29.2% from
RMB25.9 million in 2024 to RMB33.4 million in 2025, primarily driven by customers’
increased purchases of accessories for backup and replacement purposes in line with the
increased sales of our robots and robotic controllers.
Cost of Sales
Our cost of sales increased by 26.7% from RMB183.6 million in 2024 to RMB232.6 million in
2025, primarily due to increased procurement of various raw materials, in line with the growth in our
sales volumes of robots, robotic controllers and accessories. The increase in cost of sales was partially
offset by a decrease in staff costs, primarily attributable to a decreased number of production personnel,
as we increasingly engaged third-party manufacturing services.
Gross Profit and Gross Margin
As a result of the foregoing, our gross profit increased by 34.4% from RMB155.7 million in 2024
to RMB209.3 million in 2025. Our overall gross margin increased from 45.9% in 2024 to 47.4% in
2025, primarily due to increases in the respective gross margin of robots and software. The gross
margin of robots increased from 36.1% in 2024 to 38.4% in 2025, and the gross margin of software
increased from 87.8% in 2024 to 89.3% in 2025. These increases were primarily due to our continuous
cost reduction efforts, including reducing unit costs through bulk purchases as our procurement volume
increased, and improving our technologies and product compatibility to enable domestic substitution of
imported components, such as LiDAR, which helped lower procurement costs. The gross profit margin
of our robotic controllers remained relatively stable at 81.0% in 2024 and 79.8% in 2025. The gross
profit margin of our accessories decreased from 24.5% in 2024 to 15.7% in 2025, primarily due to the
industry-wide decrease in gross profit margin of sensors, which contributed the largest share of
accessories revenue. Such decrease in gross profit margin of sensors was mainly attributable to
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intensified market competition, which led to a decline in sensor prices. According to CIC, the decrease
in the gross profit margin of accessories during the Track Record Period was generally in line with the
industry trend.
Other Income and Gains
Our other income and gains increased by 10.0% from RMB10.6 million in 2024 to RMB11.6
million in 2025, primarily due to an increase in other interest income from financial assets at fair value
through profit or loss.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 18.7% from RMB89.0 million in 2024 to
RMB105.7 million in 2025, primarily due to an increase in staff costs, primarily due to the expansion
of our sales team driven by our business growth. In addition, our business development expenses and
travel expenses increased, driven by increased investments in our sales efforts.
Administrative Expenses
Our administrative expenses increased by 57.6% from RMB42.9 million in 2024 to RMB67.7
million in 2025, primarily due to the recognition of listing expenses of RMB15.4 million in 2025 in
connection with the Global Offering.
Research and Development Expenses
Our research and development expenses increased by 11.0% from RMB71.3 million in 2024 to
RMB79.2 million in 2025, primarily due to (i) an increase in staff costs as a result of our continuous
investments in recruiting and retention of R&D talents, and (ii) an increase in costs of raw materials
and consumables in connection with our R&D activities. The increase in our research and development
expenses was partially offset by a decrease in other expenses, reflecting our enhanced operational
efficiency.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net, increased from RMB1.9 million in 2024 to RMB10.6
million in 2025, primarily due to (i) increased provisions for uncollected trade receivables as their
aging became longer, and (ii) the provision made in line with the growth of our trade receivables.
Other Expenses
Other expenses increased from RMB98 thousand in 2024 to RMB1,540 thousand in 2025,
primarily due to the impact of fluctuations in exchange gains and losses.
Finance Costs
Our finance costs increased by 44.1% from RMB2.2 million in 2024 to RMB3.1 million in 2025,
primarily due to an increase in our interest expenses on bank borrowings from RMB1.5 million in 2024
to RMB2.3 million in 2025.
Loss before Tax
As a result of the foregoing, our loss before tax increased by 13.7% from RMB41.2 million in
2024 to RMB46.8 million in 2025.
Income Tax Expense
We had an income tax expense of RMB1,151 thousand in 2024 and RMB269 thousand in 2025,
because Shanghai Seer Soft recorded profit.
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Loss for the Y ear
As a result of the foregoing, our net loss increased by 11.2% to RMB47.1 million in 2025 from
RMB42.3 million in 2024.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue increased by 36.3% from RMB249.0 million in 2023 to RMB339.3 million in 2024,
primarily attributable to an increase in our revenue generated from sales of robots, software, as well as
accessories, partially offset by a decrease in our revenue generated from sales of robotic controllers.
 Robots. Our revenue generated from sales of robots increased by 58.6% from RMB148.7
million in 2023 to RMB235.8 million in 2024, primarily because the sales volume of our
robots rose from 1,229 units in 2023 to 2,576 units in 2024, due to (i) our increased research
and development efforts that contributed to the improvements in the performance,
adaptability and efficiency of our robots, increasing popularity of our robots, in particular
lifting robots and intelligent forklifts, and (ii) an increase in the number of customers.
 Robotic controllers . Our revenue generated from sales of robotic controllers decreased by
13.1% from RMB66.1 million in 2023 to RMB57.4 million in 2024, primarily due to
customer preferences in Chinese Mainland, where enterprises increasingly prioritize
cost-effectiveness when selecting robotic controllers. While the total number of robotic
controllers we sold increased from 2,553 units in 2023 to 4,055 units in 2024, the sales mix
shifted toward budget-friendly controller models such as the SRC-880 Series. Although these
models offer fewer features, their lower prices appealed to cost-sensitive customers,
resulting in higher sales volume but a decline in overall revenue.
 Software . Our revenue generated from sales of software increased by 22.8% from RMB16.5
million in 2023 to RMB20.3 million in 2024, primarily because of increased customers’
demand for our self-developed software enabling unified robot control, coordination and
management, including M4 smart scheduling and management system, Meta series
visualization software and RDS.
 Accessories. Our revenue generated from sales of accessories increased by 45.5% from
RMB17.8 million in 2023 to RMB25.9 million in 2024, primarily driven by increased robot
sales as customers tend to purchase accessories for backup and replacement purposes.
Cost of Sales
Our cost of sales increased by 45.1% from RMB126.6 million in 2023 to RMB183.6 million in
2024, primarily due to the increases in the sales volume of robots, robotic controllers and accessories,
which resulted in an increase in costs of raw materials. The increase in cost of sales was partially offset
by a decrease in staff costs, primarily attributable to a decreased number of production personnel, as we
increasingly engaged third-party manufacturing services.
Gross Profit and Gross Margin
As a result of the foregoing, our gross profit increased by 27.2% from RMB122.4 million in 2023
to RMB155.7 million in 2024. However, our overall gross margin slightly decreased from 49.2% in
2023 to 45.9% in 2024, primarily because the proportion of robot sales increased while the proportion
of robotic controllers decreased. Since the gross margin of robots is lower than that of controllers, this
led to a decrease in our overall gross margin.
The gross profit margin of our robots increased from 34.1% in 2023 to 36.1% in 2024, primarily
due to the improvement in gross profit margin of our lifting robots, as a result of lower unit costs
achieved through bulk purchases as our procurement volume increased. The gross profit margin of our
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robotic controllers decreased from 85.2% in 2023 to 81.0% in 2024, mainly attributable to the increased
sales contribution of our entry-level SRC-880 series controllers, which have a relatively lower margin.
The gross profit margin of our software increased from 85.9% in 2023 to 87.8% in 2024, primarily due
to the steady increase in average unit price of our software, driven by (i) continuous product iteration
and functional enhancement, and (ii) growing customer stickiness, which enhanced user reliance on our
systems and increased willingness to pay. The gross profit margin of our accessories increased from
7.5% in 2023 to 24.5% in 2024, mainly attributable to the improvement in gross profit margin of
sensors, due to reduced procurement costs raising from bulk purchases.
Other Income and Gains
Our other income and gains increased by 82.8% from RMB5.8 million in 2023 to RMB10.6
million in 2024, primarily attributable to an increase in government grants from RMB3.7 million in
2023 to RMB8.5 million in 2024, primarily reflecting (i) tax refund for our software products, and (ii)
the increased number of government subsidy projects that we are eligible for.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 23.1% from RMB72.3 million in 2023 to
RMB89.0 million in 2024, primarily due to (i) an increase in staff costs, driven by both the expansion
of our sales team and larger performance-based bonuses as a reward for their enhanced sales
achievements in 2024, (ii) an increase in travel expenses attributable to our augmented marketing and
promotional endeavors, and (iii) an increase in business development expenses associated with our
brand marketing efforts such as attending industry exhibitions and technology forums.
Administrative Expenses
Our administrative expenses increased by 16.7% from RMB36.8 million in 2023 to RMB42.9
million in 2024, primarily due to an increase in staff costs for our administrative and management
personnel as a result of the growing headcount.
Research and Development Expenses
Our research and development expenses increased by 11.9% from RMB63.7 million in 2023 to
RMB71.3 million in 2024, primarily due to an increase in staff costs as a result of the increased
compensation for our research and development team to retain and incentivize R&D talents.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net, increased from RMB622 thousand in 2023 to
RMB1,932 thousand in 2024, primarily due to expected credit loss in line with the growth of our trade
receivables.
Other Expenses
Other expenses decreased 51.0% from RMB200 thousand in 2023 to RMB98 thousand in 2024,
primarily due to a decrease in loss from disposal of plant, property and equipment.
Finance Costs
Our finance costs increased by 38.6% from RMB1.6 million in 2023 to RMB2.2 million in 2024,
primarily due to an increase in our interest expenses on bank borrowings from RMB0.7 million in 2023
to RMB1.5 million in 2024 as a result of increased amount of our bank loans to support the cash needs
arising from our business operations.
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Loss before Tax
As a result of the foregoing, our loss before tax decreased by 12.4% from RMB47.0 million in
2023 to RMB41.2 million in 2024, reflecting our effective cost control while achieving a rapid growth
in overall business scale.
Income Tax Expense
Our income tax expense increased from RMB720 thousand in 2023 to RMB1,151 thousand in
2024, primarily attributable to the increased profit generated by Shanghai Seer Soft.
Loss for the Y ear
As a result of the foregoing, our net loss slightly decreased to RMB42.3 million in 2024 from
RMB47.7 million in 2023. After the adjustments for share-based compensation expenses, our adjusted
net loss (non-IFRS measure) in 2024 was RMB10.6 million, a 49.2% decrease from RMB20.9 million
in 2023.
DISCUSSION OF CERTAIN KEY ITEMS ON CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth our consolidated balance sheets as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
ASSETS
Non-current assets
Property, plant and equipment ................ 5,706 4,518 5,668
Right-of-use assets ....................... 15,603 19,809 27,885
Other intangible assets ..................... 1,271 1,095 1,869
Other long-term receivables .................. 1,560 1,312 1,224
Equity investments designated at fair value through other
comprehensive income ................... — — 250
Other non-current assets .................... 635 1,494 1,871
Total non-current assets ................... 24,775 28,228 38,767
Current assets
Inventories ........................... 85,285 94,898 107,123
Trade and notes receivables ................. 53,741 108,973 169,569
Debt instruments at fair value through other
comprehensive income ................... 7,907 4,353 3,494
Prepayments, other receivables and other assets ...... 10,534 11,257 17,589
Financial assets at fair value through profit or loss .... — 2,083 18,012
Restricted bank deposits .................... 161 408 1,007
Cash and cash equivalents .................. 99,681 92,859 153,940
Total current assets ...................... 257,309 314,831 470,734
Total assets .......................... 282,084 343,059 509,501
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As of December 31,
2023 2024 2025
(RMB in thousands)
LIABILITIES
Current liabilities
Trade and bills payables ................... 42,816 74,910 130,076
Other payables and accruals ................. 35,503 41,342 50,872
Contract liabilities ....................... 45,226 46,147 37,051
Interest-bearing bank borrowings .............. 34,013 52,479 103,747
Provision ............................ 624 860 1,116
Tax payable .......................... 594 237 80
Lease liabilities ........................ 2,609 4,891 6,100
Total current liabilities .................... 161,385 220,866 329,042
Net current assets ....................... 95,924 93,965 141,692
Non-current liabilities
Interest-bearing bank borrowings ............... — 9,000 9,000
Lease liabilities ......................... 12,553 15,437 22,471
Total non-current liabilities ................. 12,553 24,437 31,471
Total liabilities ......................... 173,938 245,303 360,513
Net assets ............................ 108,146 97,756 148,988
On the accounting treatment of redemption rights, anti-dilution rights and liquidation preference
rights of Pre-IPO Investments, see Note 30 to the Accountants’ Report for details.
Assets
Inventories
Our inventories mainly represent raw materials, work in progress, goods in transit and finished
goods. The following table sets forth our inventories as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Raw materials .......................... 21,929 21,529 39,120
Work in progress ........................ 2,207 4,511 5,179
Goods in transit ......................... 35,292 38,447 32,045
Finished goods ......................... 25,857 30,411 30,779
Total ............................... 85,285 94,898 107,123
Our inventories increased by 12.9% from RMB94.9 million as of December 31, 2024 to
RMB107.1 million as of December 31, 2025, primarily due to the increases in raw materials and work
in progress, aligning with our continually increased product sales volume. Our inventories increased by
11.3% from RMB85.3 million as of December 31, 2023 to RMB94.9 million as of December 31, 2024,
primarily due to the increases in finished goods, goods in transit and work in progress, aligning with
our continually increased product sales volume.
The following table sets forth our inventories turnover days for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Inventories turnover days (1) ...................... 263 186 167
Note:
(1) Average turnover days of inventories is equal to the average of the beginning and ending inventory balances of a year
divided by cost of sales for that year and multiplied by the number of days in that year.
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As of December 31, 2023, 2024 and 2025, the net amount of finished goods was RMB25.9
million, RMB30.4 million and RMB30.8 million, respectively, while the net amount of goods in transit
was RMB35.3 million, RMB38.4 million and RMB32.0 million, respectively. The relatively high level
of goods in transit reflects the deployment of our robot products, which typically involve multiple
phases, including delivery, on-site installation, system integration, and formal customer acceptance.
Before all of these processes are completed, delivered robots continue to be carried as inventory on our
balance sheet, resulting in relatively longer inventories turnover days. We believe maintaining
appropriate levels of inventories dynamically helps us fully address our customers’ demand and achieve
customer satisfaction without adversely affecting our liquidity. We maintain a strategic level of finished
goods to support timely customer delivery. As our production planning capabilities and on-site
fulfillment efficiency have continued to improve, our inventories turnover days decreased from 263
days in 2023 to 186 days in 2024, and further decreased to 167 days in 2025. According to CIC, the
level of turnover days of our inventories during the Track Record Period was in line with the industry
norm. We have also taken measures to enhance inventory management efficiency, such as regular
monitoring of inventory age, clearing of aged inventory, and enhanced efforts made by regional sales
teams to accelerate product delivery and acceptance.
The following table sets forth an aging analysis of our inventories as of the dates indicated. The
inventories aging within one year were RMB76.3 million, RMB87.6 million and RMB87.7 million as of
December 31, 2023, 2024 and 2025, respectively, representing 89.4%, 92.3% and 81.9% of the total
inventories, respectively.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 3 months ........................ 50,180 51,185 56,694
3 to 6 months .......................... 11,733 16,323 18,418
6 to 12 months ......................... 14,360 20,046 12,614
Over 1 year ........................... 9,012 7,344 19,397
Total ............................... 85,285 94,898 107,123
As of April 30, 2026, RMB63.3 million, or 55.9% of our inventories outstanding as of December
31, 2025, had been subsequently settled.
The inventories aged over one year represented 10.6%, 7.7% and 18.1% of our total inventories as
of December 31, 2023, 2024 and 2025, respectively. Inventories aged over one year increased from
RMB7.3 million as of December 31, 2024 to RMB19.4 million as of December 31, 2025, primarily due
to (i) an increase in finished goods aged over one year consisting mainly of robots for trial use and
components for after-sales maintenance use, and (ii) an increase in goods in transit aged over one year
consisting mainly of robots under the contracts that require on-site deployment, with customer
inspection and acceptance only after deployment is completed. As deployment of robots often depends
on the physical conditions at the customer’s facilities, the inspection and acceptance process was
delayed for some robots after the shipment, resulting in extended inventory aging. We believe the risk
of significant impairment on inventories is low because, according to CIC, the key technology iteration
cycle in the intelligent robot industry is relatively long. The technical parameters of the current
inventory still meet market demand standards, and there are no signs of impairment due to the rapid
obsolescence of technology. We believe there is no impairment issue for inventories and sufficient
provision has been made.
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Trade and Notes Receivables
We had trade and notes receivables of RMB53.7 million, RMB109.0 million and RMB169.6
million as of December 31, 2023, 2024 and 2025, respectively. The following table sets forth the details
of our trade and notes receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade receivables ....................... 49,455 101,772 168,140
Notes receivables ........................ 5,571 10,418 15,222
Less: impairment ........................ (1,285) (3,217) (13,793)
Total ............................... 53,741 108,973 169,569
The following table sets forth an aging analysis of our trade and notes receivables 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 six months ....................... 45,838 92,120 135,698
Six to twelve months ..................... 3,186 13,030 22,011
One to two years ........................ 4,717 1,635 11,860
Over two years ......................... — 2,188 —
Total trade and notes receivables (net of loss
allowance) .......................... 53,741 108,973 169,569
Fluctuations in Trade Receivables
The gross amount of our trade receivables increased from RMB49.5 million as of December 31,
2023 to RMB101.8 million as of December 31, 2024, and further to RMB168.1 million as of December
31, 2025, primarily due to our increased sales of robots. We typically request customers purchasing
robotic controllers to make prepayments prior to the shipment of our products, whereas customers
purchasing robots usually make installment payments. From 2023 to 2025, our revenue generated from
sales of robots increased by 58.6% from 2023 to 2024, and further increased by 27.2% in 2025, which
led to a higher ending balance of trade receivables as of December 31, 2024 and 2025.
Turnover Days of Trade Receivables
The following table sets forth our trade receivables turnover days for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Trade receivables turnover days (1) .............. 61 81 111
(1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of
our trade receivables in that year by revenue for the corresponding year and then multiplying by the number of days in that
year.
The credit period with our customers for sales on credit is generally 30 to 90 days. Our trade
receivables turnover days increased during the Track Record Period, primarily due to the rapid growth
in sales of robots. We typically allow customers who purchase our robots to pay in installments and
offer credit terms for their payments to be made after the products are shipped. According to CIC, the
robotic industry is rapidly expanding and participants in this industry therefore invest more in customer
acquisition than receivable collection efforts, leading to an increasing trend of trade receivables
turnover days in this industry.
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The installment payment arrangements under a robot purchase contract are typically structured as
follows:
 Down payment . Customers are generally required to make a down payment within five to 30
business days after the purchase contract comes into effect. The down payment ranges from
30% to 50% of the total contract price.
 Payments upon shipment and/or acceptance of goods . Depending on the terms negotiated
with the customer, the second installment — between 30% and 50% of the contract price —
may be paid either prior to shipment of the goods or upon the customer’s acceptance. For
contracts that include installment payments at both shipment and acceptance stages, a third
installment payment, ranging between 20% and 50% of the contract price, is due within 10
to 30 days after the completion of inspection and acceptance.
 Quality guarantee . If a customer requires a quality guarantee 10% of the contract price will
be retained as a quality guarantee deposit. This amount is payable in full within 12 months
following the successful deployment and acceptance of the robots by customers.
When a customer purchases robots to be delivered in batches according to their scheduling needs,
they typically enter into a framework agreement with us and place individual orders for each batch. The
installment payment arrangements for such model are typically structured as follows:
 Down payment . We require a down payment with a fixed amount, typically in hundreds of
thousands of Renminbi, within five to 30 business days after the framework contract comes
into effect.
 Payment prior to shipment . The second installment, ranging from 50% to 100% of the
individual order price, must be paid no later than 10 business days prior to the scheduled
shipment date.
 Payment upon shipment or acceptance : The third installment — ranging from 0% to 50% of
the order price — is required to be paid within 30 to 60 days after the shipment of the robots
or the customer acceptance of the goods.
Aging Analysis of Trade Receivables
The following table sets forth an aging analysis of our trade receivables based on invoice date
(without deducting the loss allowance) as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within six months ....................... 40,728 82,595 122,934
Six to 12 months ....................... 3,354 13,716 23,184
One to two years ........................ 5,373 2,335 20,988
Over two years ......................... — 3,126 1,034
Total trade receivables ................... 49,455 101,772 168,140
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The tables below set forth an aging analysis of our Group’s trade receivables (without deducting
the loss allowance) as of December 31, 2023, 2024 and 2025 by due date and type of customers and
their respective subsequent settlement amount as of April 30, 2026.
For trade receivables as of December 31, 2025
Past due for
Current
One day to
six months
Six months
to one year
One year to
two years
Over two
years Total
(RMB in thousands)
Integrators
Balance as of December 31, 2025 ... 62,506 45,912 11,667 11,898 319 132,302
Settlement amount as of April 30,
2026 .................. 20,212 18,672 4,979 6,180 93 50,136
End customers
Balance as of December 31, 2025 ... 18,324 11,340 2,548 3,309 317 35,838
Settlement amount as of April 30,
2026 .................. 4,507 4,167 1,592 830 317 11,413
Settlement rate ............... 30.6% 39.9% 46.2% 46.1% 64.5% 36.6%
For trade receivables as of December 31, 2024
Past due for
Current
One day to
six months
Six months
to one year
One year to
two years
Over two
years Total
(RMB in thousands)
Integrators
Balance as of December 31, 2024 ... 39,974 22,960 6,858 2,637 55 72,484
Settlement amount as of April 30,
2026 .................. 31,888 22,960 6,838 2,410 55 64,151
End customers
Balance as of December 31, 2024 ... 22,646 3,474 1,994 1,174 — 29,288
Settlement amount as of April 30,
2026 .................. 17,161 1,728 1,084 1,174 — 21,147
Settlement rate ............... 78.3% 93.4% 89.5% 94.0% 100.0% 83.8%
For trade receivables as of December 31, 2023
Past due for
Current
One day to
six months
Six months
to one year
One year to
two years
Over two
years Total
(RMB in thousands)
Integrators
Balance as of December 31, 2023 ... 17,791 4,635 3,247 55 — 25,728
Settlement amount as of April 30,
2026 .................. 17,791 4,600 3,049 55 — 25,495
End customers
Balance as of December 31, 2023 ... 18,112 2,875 160 2,580 — 23,727
Settlement amount as of April 30,
2026 .................. 18,112 2,875 86 2,580 — 23,653
Settlement rate ............... 100.0% 99.5% 92.0% 100.0% —% 99.4%
Among the outstanding balance of trade receivables as of December 31, 2025, the total amount of
trade receivables overdue for more than six months amounted to RMB30.1 million due from 136
customers. We have assessed the recoverability of these trade receivables and confirm that there are no
material impairment or recoverability issues, taking into consideration the reasons causing their late
payments to us and our recent discussions on settlement arrangement with the major customers.
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The delays in payments by these customers are typically due to the following reasons:
(i) Some customers — particularly state-owned enterprises, listed companies, or their
subsidiaries — have lengthy internal approval procedures, intra-group fund allocation limits,
and payment processes. As a result, the time of their payments to us often exceeds the credit
terms we have granted.
(ii) Some integrator customers’ payments to us are affected by payments from their downstream
end customers. Although, according to our sales contracts with integrator customers, our
right to collect payments is not conditional upon their receipt of payments from downstream
customers, in practice, the collection of our trade receivables has been affected if those end
customers fail to pay these integrators on time.
According to CIC, the above-mentioned situations are frequently observed reasons for delays in
the settlement of trade receivables in China’s robot industry.
We are proactively discussing with our 25 largest customers in terms of outstanding trade
receivables overdue for more than six months as of December 31, 2025, with the aim of improving our
trade receivables collection. As of December 31, 2025, the total amount of trade receivables overdue for
more than six months from these 25 customers accounted for 68.8% of the total amount of trade
receivables overdue for more than six months. For trade receivables as of December 31, 2025 from
these customers, as of May 20, 2026, (i) nine customers have paid us the full amount of the trade
receivables overdue more than six months due from them in the aggregate amount of RMB6,917
thousand, (ii) seven customers have indicated that they expect to pay us the full amount of trade
receivables overdue more than six months due from them by July 31, 2026, with an aggregate amount
of RMB6,833 thousand, and (iii) two customers with a total balance of trade receivables overdue more
than six months of RMB3,178 thousand was settling in monthly installments, among which RMB50
thousand had been paid. There are seven customers who have not indicated their plans for settlement as
of May 20, 2026 and our sales personnel are closely following up with them. Among these customers,
three are subsidiaries of established corporate groups or listed companies with strong industry positions
in advanced manufacturing, three have shareholders who are either large state-owned enterprises or
municipal governments, all of whom could receive financial support from their shareholders if
necessary, and one is high-tech enterprise specializing in drive motor controllers, with an established
industry position and business relationships with well-known electric vehicle manufacturers, which
support its payment capability. Based on desktop research and regular follow-ups by our sales team, we
are not aware of any circumstances indicating that the remaining seven customers are facing insolvency
or are otherwise completely unable to fulfill their payment obligations. As of the Latest Practicable
Date, we did not have any disputes with these 25 customers nor initiate any litigation against them. We
accommodated these customers’ late payments to us because we believe this helps maintain good
relationships with customers and helps us deepen collaborations with them.
Impairment Test for Trade Receivables
We perform an impairment analysis at the end of each year during the Track Record Period using
a provision matrix to measure the expected credit losses (“ ECLs”) for our trade receivables and assess
our credit risk exposure. The provision rates are based on revenue recognition date for groupings of
various customer segments with similar loss patterns. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the
end of each year during the Track Record Period about past events, current conditions and forecasts of
future economic conditions. As of December 31, 2023, 2024 and 2025, we recorded loss allowance for
impairment of trade receivables of RMB1.3 million, RMB3.2 million and RMB13.8 million,
respectively. See Note 20 to the Accountants’ Report in Appendix I to this prospectus for details.
Measures to Enhance the Collections of Trade Receivables
We have adopted measures to monitor and manage our collection of trade receivables. Our sales
personnel will regularly track the trade receivables overdue and follow up on the collection progress,
taking appropriate measures as necessary. Our sales personnel are responsible for the initial discussion
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with the customers regarding the overdue trade receivables. If there is no progress after the discussion
for a certain time period, a formal reminder letter will be sent to urge the customer to settle the
payment promptly. If these measures fail and there is evidence showing that the customer intentionally
defaults, we will cease business with such customer and proceed with legal procedures, including
sending an attorney’s letter and initiating litigation.
We plan to adopt an incentive mechanism that links sales team’s performance-based bonuses
directly to their collections of trade receivables. This is intended to encourage sales team’s timely
follow-ups with customers after sales of product, thereby accelerating our trade receivables turnover
days.
We will strengthen our negotiations for contract settlement terms to optimize the schedule of
customers’ payments to us, such as increasing the proportion of down payments and payments upon
shipment, while reducing the proportion of payments upon acceptance and warranty deposits. This
approach will help reduce the occurrence of trade receivables with overdue payments. For the customer
with overdue trade receivables, we will form a special collection team responsible for monitoring the
customers’ financial condition, negotiations and/or initiating legal proceedings. During the Track
Record Period and up to the Latest Practicable Date, we did not encounter any recoverability issues and
have made sufficient provision for trade receivables.
Financial Assets at Fair Value through Profit or Loss
Our financial assets at fair value through profit or loss represent unlisted investments at fair value.
As of December 31, 2023, 2024 and 2025, we recorded financial assets at fair value through profit or
loss of nil, RMB2.1 million and RMB18.0 million, respectively.
Our investments classified as financial assets at fair value through profit or loss will be subject to
compliance with Chapter 14 of the Listing Rules after the Listing. We have adopted written policies and
internal control procedures governing our wealth management product investments. Our policies set out
the permitted investment scope, approval hierarchy, inquiry and selection process, purchase,
registration, redemption, accounting, record-keeping and risk control requirements. Our investment
strategy focuses on capital safety, liquidity matching, compliance and prudence, with the objective of
enhancing the utilization efficiency of idle funds while ensuring that sufficient funds remain available
to support our normal business operations. Pursuant to our policies, we are only permitted to use idle
funds that do not affect our normal operations to purchase low-risk wealth management products,
comprising R1 risk bank wealth management products, structured deposits and certificates of deposit
issued by large state-owned banks, listed banks or other reputable financial institutions.
We manage our wealth management product investments through inquiry, selection, approval,
registration, ongoing monitoring and redemption procedures. Our finance center is responsible for
liaising with banks, conducting inquiries on product quotas and expected yields, evaluating inquiry
results by reference to product risk, return and liquidity, submitting purchase applications through
online banking, maintaining management ledgers, tracking product status and carrying out accounting
and filing work. Purchase applications are approved by our general manager through the relevant bank’s
online banking system, with a focus on fund safety, the reasonableness of the inquiry process and
whether the proposed purchase would affect our normal fund operations. After purchase, our finance
center records key information including product name, product type, issuing institution, purchase
amount, term, yield and purchase date, monitors product maturity and returns, and updates the
management ledger upon redemption. We believe these measures enable us to manage investment risks
prudently and ensure that our investment activities are consistent with our liquidity needs, risk appetite
and business development plans.
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Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets primarily consist of (i) prepayments, which
primarily consist of prepayments for robot components used in our products and third-party services for
our ordinary business operations, and (ii) deposits consisting primarily of deposits for leased properties
and deposits made for bidding customers’ procurement projects. The following table sets forth the
details of our prepayments, other receivables and other assets as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Prepayments ........................... 5,586 5,715 11,311
Deposits and other receivables ................ 4,470 5,126 3,643
Due from employees ...................... 478 416 461
Listing expense ......................... — — 2,174
Total ............................... 10,534 11,257 17,589
Our prepayments, other receivables and other assets were RMB10.5 million and RMB11.3 million
as of December 31, 2023 and 2024, respectively, remaining at a relatively stable level. Our
prepayments, other receivables and other assets increased from RMB11.3 million to RMB17.6 million
as of December 31, 2024 and 2025, primarily due to the prepayments associated with listing expenses
to be capitalized and an increase in prepayments to our suppliers driven by increased procurement of
raw materials.
Cash and Cash Equivalents
Our cash and cash equivalents decreased from RMB99.7 million as of December 31, 2023 to
RMB92.9 million as of December 31, 2024, primarily reflecting the proceeds we received from our
bank borrowings. Our cash and cash equivalents increased from RMB92.9 million as of December 31,
2024 to RMB153.9 million as of December 31, 2025, primarily due to the proceeds from our series C
financing completed in May 2025.
Right-of-Use Assets
Our right-of-use assets primarily represent our leases of warehouses and office premises. Our
right-of-use assets increased from RMB15.6 million as of December 31, 2023 to RMB19.8 million as of
December 31, 2024, and further to RMB27.9 million as of December 31, 2025, primarily attributable to
our renewed and new leases, which are planned for research and development, and general office use.
Our non-financial assets mainly consisted of property, plant and equipment, right-of-use assets and
other intangible assets. These assets are reviewed by our management periodically to determine whether
there is any indication of impairment throughout the Track Record Period according to IAS 36. These
assets are tested for impairment whenever events or changes in circumstances indicate that their
recorded carrying amounts may not be recoverable at the end of each reporting period. We had
operating losses during the Track Record Period, which was mainly due to the fact that we carried out
strategic investments such as R&D, coupled with the inherent time lag in expanding the market and
gaining market recognition. Our operating performance during the Track Record Periods meets the
expectations and judgments of our management. Accordingly, our management did not consider
operating losses as an indication of the impairment for the non-financial assets, and no impairment for
the non-financial assets was recorded during the Track Record Period.
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Liabilities
Trade and Bills Payables
Our trade and bills payables include (i) trade payables due to third-party suppliers in our ordinary
course of business, and (ii) bills payables due to bank acceptance notes issued to our suppliers with a
maturity of six months. The following table sets forth the details of our trade and bills payables as of
the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade payables ......................... 36,756 60,000 102,389
Bills payables .......................... 6,060 14,910 27,687
Total ............................... 42,816 74,910 130,076
Our trade and bills payables were RMB42.8 million, RMB74.9 million and RMB130.1 million as
of December 31, 2023, 2024 and 2025, respectively. The increase in our trade and bills payables was
primarily due to the increase in procurement as we scaled up product sales.
Our suppliers typically grant us credit periods of less than three months. The following table sets
forth our trade payables turnover days for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Trade payables turnover days (1) .................... 82 96 127
(1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of
trade payables in that year by cost of sales for the corresponding year and then multiplying by the number of days in that
year.
Our trade payables turnover days were 82 days, 96 days and 127 days in 2023, 2024 and 2025,
respectively. The increase in our trade payables turnover days reflected our enhanced bargaining power
with suppliers as our procurement of raw materials continually grew. Our contracts with suppliers
usually provide payment terms of around 90 days and, during the Track Record Period, certain suppliers
agreed to extend our payment schedule based on our good relationships with them.
The following table sets forth an aging analysis of our trade and bills payables as of the dates
indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within one year ......................... 42,653 73,026 124,975
Over one year .......................... 163 1,884 5,101
Total ............................... 42,816 74,910 130,076
As of April 30, 2026, RMB81.1 million, or 62.4% of our trade and bills payables outstanding as
of December 31, 2025, had been subsequently settled.
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Contract Liabilities
Our contract liabilities primarily represent the prepayments we received from certain customers
for sales of our products. Our contract liabilities remained relatively stable as of December 31, 2023,
2024 and 2025, amounting to RMB45.2 million, RMB46.1 million and RMB37.1 million, respectively.
As of April 30, 2026, RMB15.1 million, or 40.7% of our contract liabilities as of December 31, 2025,
had been subsequently recognized as revenue.
Interest-Bearing Bank Borrowings
Interest-bearing bank borrowings consist primarily of loans from commercial banks in China.
Interest-bearing bank borrowings increased from RMB34.0 million as of December 31, 2023 to
RMB61.5 million as of December 31, 2024, and further to RMB112.7 million as of December 31, 2025,
reflecting our strengthened debt financing ability as a result of our business growth. See “—
Indebtedness” for details on our loans and borrowings.
SHARE CAPITAL AND TOTAL EQUITY
Pursuant to a series of Shareholders’ agreements and share subscription agreements with various
Pre-IPO Investors from September 2020 to April 2025, our Company issued ordinary Shares to the
Pre-IPO Investors and granted the Pre-IPO Investors redemption rights, anti-dilution rights and
liquidation preferences rights. There was no exercise of redemption rights, anti-dilution rights or
liquidation preferences rights throughout the Track Record Period.
On May 19, 2025, our Company and the Pre-IPO Investors entered into a supplemental agreement
agreeing that the redemption rights, anti-dilution rights and liquidation preferences rights granted by us
to Pre-IPO Investors have been irrecoverably terminated and shall be void ab initio . Taking into account
the legal and regulatory framework of our Company’s jurisdiction and the governing law of the
supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO
Investments as equity throughout the Track Record Period.
Had the redemption rights, anti-dilution rights or liquidation preferences rights granted by our
Company to the Pre-IPO Investors been accounted for as financial liabilities measured at the present
value of the redemption amount prior to entering into the supplemental agreement, (i) the redemption
financial liabilities, total current liabilities, net current (liabilities)/assets and net (liabilities)/assets
would have been:
As of December 31,
2023 2024 2025
(RMB in thousands)
Redemption financial liabilities ................ 379,957 418,062 —
Total current liabilities ..................... 541,342 638,928 329,042
(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692
(Net liabilities)/net assets ................... (271,811) (320,306) 148,988
; and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year,
basic and dilutive loss per share would have been:
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Finance costs associated with the redemption financial liabilities ...... (34,187) (38,105) (16,170)
Total net loss ............................ (81,891) (80,413) (63,236)
Basic loss per share ......................... (0.92) (0.87) (0.65)
See Note 30 to the Accountants’ Report in this prospectus for details of the financial impacts.
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LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash are to fund our procurement of raw materials, research and development
and sales 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 bank 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 RMB99.7 million, RMB92.9 million, RMB153.9 million and
RMB126.9 million, respectively. As of December 31, 2023 and 2024, and 2025 and April 30, 2026
(being the indebtedness statement date), we had a balance of interest-bearing bank borrowings of
RMB34.0 million, RMB61.5 million, RMB112.7 million and RMB127.5 million, respectively. As of
April 30, 2026, we had committed unutilized banking facilities of RMB182.5 million among our total
banking facilities of RMB355.8 million, all of which are not guaranteed by any member in the
Controlling Shareholders Group. These banking facilities are committed and unrestricted as they have
been approved and formally confirmed by the relevant banks in the relevant agreements. We can draw
down specific loans under these banking facilities if we meet certain conditions typically including (i)
the drawdown amount being within the upper limit under the credit facility agreements, (ii) no default
under the banking facilities agreements with the relevant lending banks, (iii) no material and significant
adverse changes in our operations and financial condition, (iv) if any guarantee or pledge is required by
the lending bank, the completion of the required procedures of such guarantee or pledge by us, and/or
(v) our compliance with the requirements of obtaining approvals, permits and/or registration with
competent government authorities (if applicable), which are based on the form agreements of these
banks. Therefore, our Directors are of the view that these banking facilities are highly certain. The
expiration dates for our banking facilities (i.e., the end of the periods specified in the relevant
agreements during which we can apply to utilize the credit facilities and withdraw funds) range from
2025 to 2026. The specific borrowing periods will generally be detailed in separate loan agreements
under these banking facilities. We typically will seek to renew these credit facilities upon expiration
considering our needs. Given our stable relationship with the banks and our historical track record of
compliance with no defaults and successful renewals, and drawdowns under multiple facilities from
multiple banks, our Directors are of the view that the likelihood of continued cooperation with these
banks is high. We do not anticipate any changes to the availability of financing to fund our operations
in the future.
We recorded a net loss and had net operating cash outflows during the Track Record Period. To
improve our operating cash flow, we plan to implement the following measures:
 Enhance trade receivables collection . We plan to adopt an incentive mechanism that links
sales team’s performance-based bonuses directly to their collections of trade receivables.
This is intended to encourage sales team’s timely follow-ups with customers after sales of
product, thereby accelerating our trade receivables turnover days.
 Control personnel-related costs . We will continue prudent headcount planning aligned with
our annual budget. Specifically, the grow rate of our sales personnel will be maintained at a
level below the projected revenue growth rate. For management personnel, headcount
ceilings will be set based on the development of each functional department. Recruitment of
R&D staff will be based on the specific needs of planned R&D projects to ensure a team
size suitable for R&D strategies.
 Strengthen administrative expense control . We will continue to enforce strict budget
management. Annual administrative expense budgets will be reviewed and approved to
ensure that all planned expenditures are necessary, reasonable and aligned with operational
priorities.
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Cash Flows
The following table sets forth our selected cash flow data for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash from/(used in) operating activities ............... 10,316 (24,962) (27,798)
Net cash used in investing activities .................. (3,615) (3,236) (19,561)
Net cash from financing activities ................... 13,293 20,964 109,470
Net increase/(decrease) in cash and cash equivalents .......... 19,994 (7,234) 62,111
Cash and cash equivalents at the beginning of the year .......... 79,525 99,681 92,859
Effect of foreign exchange rate changes (net) .............. 162 412 (1,030)
Cash and cash equivalents at the end of the year ........... 99,681 92,859 153,940
Net Cash from/(used in) Operating Activities
Net cash used in operating activities was RMB27.8 million in 2025, primarily due to loss before
tax of RMB46.8 million, as adjusted for (1) certain non-cash or non-operating items, primarily
including equity-settled share-based payments of RMB28.8 million, provision for impairment of
receivables of RMB10.6 million, depreciation of right of use assets of RMB6.2 million, and
depreciation of property, plant and equipment of RMB2.6 million, and (2) changes in the working
capital that negatively affected the cash flow from operating activities, primarily including (i) an
increase in trade and notes receivables of RMB71.2 million, and (ii) an increase in inventories of
RMB13.5 million. These were partially offset by changes in working capital that positively affected the
cash flow from operating activities, primarily including an increase in trade and bills payables of
RMB55.2 million and an increase in other payables and accruals of RMB9.1 million.
Net cash used in operating activities was RMB25.0 million in 2024, primarily due to loss before
tax of RMB41.2 million, as adjusted for (1) certain non-cash or non-operating items, primarily
including equity-settled share-based payments of RMB31.7 million, depreciation of right of use assets
of RMB5.5 million, depreciation of property, plant and equipment of RMB2.8 million, and provision for
inventories of RMB2.6 million, and (2) changes in the working capital that negatively affected the cash
flow from operating activities, primarily including (i) an increase in trade and notes receivables of
RMB57.2 million, and (ii) an increase in inventories of RMB12.3 million. These were partially offset
by changes in working capital that positively affected the cash flow from operating activities, primarily
including an increase in trade and bills payables of RMB32.1 million and an increase in other payables
and accruals of RMB5.8 million.
Net cash from operating activities was RMB10.3 million in 2023, primarily reflecting loss before
tax of RMB47.0 million, as adjusted for (1) certain non-cash or non-operating items, primarily
including equity-settled share-based payments of RMB26.8 million, depreciation of right of use assets
of RMB5.6 million, depreciation of property, plant and equipment of RMB3.4 million, and provision for
inventories of RMB1.1 million, and (2) changes in the working capital that positively affected the cash
flow from operating activities, primarily including (i) an increase in trade and bills payables of
RMB17.9 million, and (ii) a decrease in amounts due from related parties of RMB10.8 million. These
were partially offset by changes in working capital that negatively affected the cash flow from
operating activities, primarily including an increase in trade and notes receivables of RMB17.5 million
and an increase in debt instruments at fair value through other comprehensive income of RMB5.2
million.
Net Cash Used in Investing Activities
Net cash used in investing activities was RMB19.6 million in 2025, primarily due to (1) purchases
of financial assets at fair value through profit and loss of RMB427.3 million representing our purchases
of structured deposits, and (2) purchases of property, plant and equipment of RMB3.8 million, partially
offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB412.8
million as we redeemed relevant deposits.
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Net cash used in investing activities was RMB3.2 million in 2024, primarily due to (1) purchases
of financial assets at fair value through profit and loss of RMB173.0 million representing our purchases
of structured deposits, and (2) purchases of property, plant and equipment of RMB2.5 million, partially
offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB171.4
million as we redeemed relevant deposits.
Net cash used in investing activities was RMB3.6 million in 2023, primarily due to (1) purchases
of financial assets at fair value through profit and loss of RMB271.5 million representing our purchases
of structured deposits, and (2) purchases of property, plant and equipment of RMB4.1 million, partially
offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB271.8
million as we redeemed relevant deposits.
Net Cash from Financing Activities
Net cash from financing activities was RMB109.5 million in 2025, primarily due to (1) new bank
borrowings obtained of RMB122.0 million, and (2) proceeds from capital injection of RMB69.1
million, partially offset by (1) repayment of bank borrowing of RMB70.7 million, and (2) payments of
lease liabilities of RMB6.9 million.
Net cash from financing activities was RMB21.0 million in 2024, primarily due to new bank
borrowings obtained of RMB82.3 million, partially offset by (1) repayment of bank borrowing of
RMB54.8 million, and (2) payments of lease liabilities of RMB5.3 million.
Net cash from financing activities was RMB13.3 million in 2023, primarily due to new bank
borrowing obtained of RMB46.3 million, partially offset by (1) repayment of bank borrowing of
RMB25.8 million, and (2) payments of lease liabilities of RMB6.4 million.
Current Assets and Current Liabilities
The following table sets forth our current assets and current liabilities as of the dates indicated.
As of December 31, As of April 30,
2023 2024 2025 2026
(RMB in thousands)
unaudited
Current assets:
Inventories ....................... 85,285 94,898 107,123 144,693
Trade and notes receivables .............. 53,741 108,973 169,569 177,332
Debt instruments at fair value through other
comprehensive income ............... 7,907 4,353 3,494 4,221
Prepayments, other receivables and other assets .. 10,534 11,257 17,589 28,971
Financial assets at fair value through profit or
loss .......................... — 2,083 18,012 30,000
Restricted bank deposits ................ 161 408 1,007 3,945
Cash and cash equivalents ............... 99,681 92,859 153,940 126,948
Total current assets .................. 257,309 314,831 470,734 516,110
Current liabilities:
Trade and bills payables ................ 42,816 74,910 130,076 162,826
Other payables and accruals .............. 35,503 41,342 50,872 38,390
Contract liabilities ................... 45,226 46,147 37,051 69,986
Interest-bearing bank borrowings ........... 34,013 52,479 103,747 99,694
Provision ........................ 624 860 1,116 1,116
Tax payable ....................... 594 237 80 —
Lease liabilities ..................... 2,609 4,891 6,100 5,490
Total current liabilities ................ 161,385 220,866 329,042 377,502
Net current assets ................... 95,924 93,965 141,692 138,608
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Our net current assets slightly decreased from RMB95.9 million as of December 31, 2023 to
RMB94.0 million as of December 31, 2024, primarily due to the continual increases in our
interest-bearing bank borrowings and trade and bills payables, which were partially offset by an
increase in trade and notes receivables. Our net current assets increased to RMB141.7 million as of
December 31, 2025, primarily due to increases in cash and cash equivalents and financial assets at fair
value through profit or loss primarily driven by the proceeds from our series C financing completed in
May 2025. Our net current assets slightly decreased from RMB141.7 million as of December 31, 2025
to RMB138.6 million as of April 30, 2026, primarily due to increases in trade and bills payables and
contract liabilities, which more than offset the growth in inventories, trade and notes receivables, and
prepayments, other receivables and other assets.
CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating costs for the years
indicated.
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Research and development costs (1) ................... 8,663 3,767 5,105
Workforce employment (2) ....................... 98,343 121,001 132,963
Direct production costs, including materials (3) .............. 92,038 158,066 186,103
Product marketing (4) ......................... 22,693 31,673 41,655
Non-income taxes, royalties and other government charges ........ 549 662 1,519
Total ................................ 222,286 315,169 367,345
(1) Research and development costs under cash operating costs represent research and development expenses (excluding staff
costs and non-cash items under research and development expenses) adjusted by changes in working capital relating to
research and development activities as of the previous and current year end.
(2) Cash operating costs relating to workforce employment represent the sum of staff costs under cost of sales, research and
development expenses, selling and distribution expenses, and administrative expenses (excluding equity-settled share-based
payments expenses which are non-cash in nature) adjusted by changes in working capital relating to staff costs as of
previous and current year end under the cost of sales and operating expenses.
(3) Cash operating costs relating to direct production costs, including materials, represent the costs of sales (excluding staff
costs and non-cash items under cost of sales) adjusted by changes in working capital relating to production as of the
previous and current year end.
(4) Cash operating costs relating to product marketing represent the selling and distribution expenses (excluding staff costs
and non-cash items under selling and distribution expenses) adjusted by changes in working capital relating to sales and
distribution activities as of the previous and current year end.
INDEBTEDNESS
The following table sets forth a breakdown of our indebtedness as of the dates indicated.
As of December 31, As of April 30,
2023 2024 2025 2026
(RMB in thousands)
unaudited
Current
Interest-bearing bank borrowings ........... 34,013 52,479 103,747 99,694
Lease liabilities ..................... 2,609 4,891 6,100 5,490
Subtotal ......................... 36,622 57,370 109,847 105,184
Non-current
Interest-bearing bank borrowings ........... — 9,000 9,000 27,800
Lease liabilities ..................... 12,553 15,437 22,471 23,970
Subtotal ......................... 12,553 24,437 31,471 51,770
Total .......................... 49,175 81,807 141,318 156,954
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Interest-bearing Bank Borrowings
We had interest-bearing bank borrowings of RMB34.0 million, RMB61.5 million, RMB112.7
million and RMB127.5 million as of December 31, 2023, 2024 and 2025 and April 30, 2026,
respectively, all of which were repayable by 2027. The effective interest rate of our interest-bearing
bank borrowings ranged between 0.95% and 3.10% during the Track Record Period.
Among the interest-bearing bank borrowings as of December 31, 2023, 2024 and 2025 and April
30, 2026, the bank borrowings amounting to RMB34.0 million, RMB14.0 million, nil and nil,
respectively, were guaranteed by Mr. Zhao and Ms. Ding Xia.
Our bank borrowings 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 and other borrowings, default in payment of bank borrowings or breach of
covenants during the Track Record Period and up to the Latest Practicable Date.
Lease Liabilities
Our lease liabilities were primarily related to our office leases. Our lease liabilities were
RMB15.2 million, RMB20.3 million, RMB28.6 million and RMB29.5 million as of December 31, 2023,
2024 and 2025 and April 30, 2026, respectively, changes of which were primarily due to our new or
renewed office leases, partially offset by our lease payments.
Indebtedness Statement
Except as discussed above, as of April 30, 2026, being the indebtedness statement date, we did not
have any outstanding mortgages, charges, debentures, loan capital, debt securities, loans, bank
overdrafts or other similar indebtedness, finance lease or hire purchase commitments, liabilities under
acceptances (other than normal trade bills), acceptance credits, which are either guaranteed,
unguaranteed, secured or unsecured, or guarantees or other contingent liabilities. As of the Latest
Practicable Date, there was no material restrictive covenant in our indebtedness which could
significantly limit our ability to obtain future financing. As of April 30, 2026, we did not have plans for
other material external debt financing.
Our Directors confirm that (i) there has not been any material change in our indebtedness since
April 30, 2026 and up to the Latest Practicable Date, (ii) during the Track Record Period and up to the
date of this prospectus, we did not have any material default on our indebtedness or breach of covenant,
and (iii) during the Track Record Period and up to the date of this prospectus, we did not experience
any difficulty in obtaining bank loans and other borrowings.
CONTINGENT LIABILITIES
As of the Latest Practicable Date, we did not have any contingent liabilities or guarantees.
CAPITAL EXPENDITURE
Our capital expenditures during the Track Record Period were primarily related to purchase of
office equipment and intangible assets, and warehouse and office construction. Our capital expenditures
were RMB4.2 million, RMB2.5 million and RMB4.8 million, respectively, in 2023, 2024 and 2025. We
intend to fund our future capital expenditures with net proceeds from equity and debt financings and
our operating cash flows.
CAPITAL COMMITMENT
As of December 31, 2023, 2024 and 2025, we did not have any capital expenditures contracted for
but not yet recognized as liabilities.
FINANCIAL INFORMATION
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OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material off-balance sheet commitments or arrangements.
KEY FINANCIAL INDICATORS
The following table sets forth our selected financial indicators for the years and as of the dates
indicated.
For the Y ear Ended December 31,
2023 2024 2025
Profitability indicators
Revenue growth rate ......................... 35.1% 36.3% 30.2%
Gross profit growth rate ....................... 41.9% 27.2% 34.4%
Gross margin (1) ........................... 49.2% 45.9% 47.4%
Net loss margin (2) .......................... (19.2)% (12.5)% (10.7)%
Adjusted net loss margin (3) (non-IFRS measure) ............. (8.4)% (3.1)% (0.6)%
As of December 31,
2023 2024 2025
Liquidity indicators
Current ratio (4) ......................... 1.6 1.4 1.4
Quick ratio (5) .......................... 1.1 1.0 1.1
(1) Gross margin equals gross profit divided by revenue for the year.
(2) Net loss margin equals net loss for the year divided by revenue for the year.
(3) Adjusted net loss margin (non-IFRS measure) equals adjusted net loss (non-IFRS measure) divided by revenue for the year.
For the reconciliation of net loss for the year to adjusted net loss for the year (non-IFRS measure), see “— Results of
Operations — Non-IFRS Measures” for details.
(4) Current ratio is calculated by dividing current assets as of the year end by current liabilities as of the year end.
(5) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of year end.
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, we did not have capitalized research and development expenses.
The table below sets forth our annual and total R&D expenditure for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Research and development expenses ............ 63,749 71,311 79,168
Adjustments:
Add: Intangible assets related to R&D software acquired
from third parties and capitalized ......... ———
Less: Amortization expenses of capitalized intangible
assets included in R&D expenditure ........ ———
Annual R&D expenditure .................. 63,749 71,311 79,168
Total R&D expenditure for the three financial years
prior to the Listing .................... 214,228
FINANCIAL INFORMATION
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The table below sets forth our annual and total operating expenditure for the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
(RMB in thousands)
Research and development expenses ............ 63,749 71,311 79,168
Selling and distribution expenses .............. 72,279 88,985 105,667
Administrative expenses ................... 36,783 42,929 67,654
Adjustments:
Add: Intangible assets related to R&D software acquired
from third parties and capitalized ......... ———
Less: Amortization expenses of capitalized intangible
assets included in R&D expenditure ........ ———
Annual total operating expenditure ............ 172,811 203,225 252,489
Total operating expenditure for the three financial
years prior to the Listing ................. 628,525
The table below sets forth our annual R&D expenditure ratio and total R&D expenditure ratio for
the years indicated.
For the Y ear Ended December 31,
2023 2024 2025
Annual R&D expenditure ratio (1) ............. 36.9% 35.1% 31.4%
Total R&D expenditure ratio (2) ............... 34.1%
(1) Calculated by dividing annual R&D expenditure by annual total operating expenditure.
(2) Calculated by dividing total R&D expenditure for the three financial years prior to the Listing by total operating
expenditure for the three financial years prior to the Listing.
MATERIAL RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. As of December 31, 2023,
2024 and 2025, we had amounts due from Shareholders of nil, nil and nil. See Note 35 to the
Accountants’ Report included in Appendix I to this prospectus and “Relationship with the Controlling
Shareholders” for details on our material related-party transactions.
Our Directors are of the view that each of the material related party transactions set out in Note
35 to the Accountants’ Report included in Appendix I to this prospectus was conducted in the ordinary
course of business on an arm’s length basis and with normal commercial terms between the relevant
parties. Our Directors are also of the view that our material-related party transactions during the Track
Record Period would not distort our track record results or cause our historical results to become
non-reflective of our future performance.
FINANCIAL RISKS
Our activities expose us to a variety of financial risks, including credit risk, liquidity risk, interest
rate risk, and currency risk. Our overall risk management procedures focus on the unpredictability of
financial markets and seek to minimize potential adverse effects on our financial performance.
Interest Rate Risk
Our interest rate risk arises primarily from bank loans. Borrowings issued at variable rates and at
fixed rates expose us to cash flow interest rate risk and fair value interest rate risk respectively. Our
policy is to manage our interest cost using a fixed-rate debt. We have not entered into any interest rate
hedging contracts or any other similar derivative financial instruments. We believe we have no
significant interest rate risk exposure.
FINANCIAL INFORMATION
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Foreign Currency Risk
We have transactional currency exposures. Such exposure arises from sales by operating units and
investing and financing activities by investment holding units in currencies other than the units’
functional currencies.
The functional currency of our subsidiaries in Chinese Mainland is RMB. Almost all of our
operating activities are carried out in the Chinese Mainland with most of the transactions denominated
in RMB. We consider the risk of movements in exchange rates to be insignificant.
Credit Risk
We trade only with recognized and creditworthy third parties. It is our policy that all customers
who wish to trade on credit terms are subject to credit verification procedures. In addition, we monitor
the balance amount of receivables on an ongoing basis and our exposure to bad debts is not significant.
For transactions that are not denominated in the functional currency of the relevant operating unit, we
do not offer credit terms without the specific approval of the head of Credit Control department.
Further quantitative data in respect of our exposure to credit risk are disclosed in Note 39 to the
Accountants’ Report included in Appendix I to this prospectus.
Liquidity Risk
Our policy is to regularly monitor our liquidity requirements and our compliance with lending
covenants, 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. Further quantitative data in respect of our exposure to liquidity risk arising is disclosed in Note
39 to the Accountants’ Report included in Appendix I to this prospectus.
DIVIDENDS
We did not declare or pay any dividend during the Track Record Period and up to the Latest
Practicable Date. We currently intend to retain all available funds and earnings, if any, to fund the
development and expansion of our business and we do not anticipate paying any cash dividends in the
foreseeable future. Investors should not purchase our ordinary shares with the expectation of receiving
cash dividends.
We have not formulated a dividend policy and any future determination to pay dividends will be
made at the discretion of our Directors according to our Articles of Association and applicable laws and
regulations. Our Directors will decide whether to pay dividends based on a number of factors, including
our future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors that our Directors may deem relevant. We do not have a
pre-determined dividend payout ratio. As advised by our PRC Legal Advisor, regulations in the PRC
currently permit payment of dividends of a PRC company only out of accumulated distributable
after-tax profits less any recovery of accumulated losses and appropriations to statutory and other
reserves that we are required to make, as determined in accordance with its articles of association and
the accounting standards and regulations in China. As a result, we may not have sufficient or any
distributable profits to make dividend contributions to our Shareholders, even if we become profitable.
WORKING CAPITAL
The Directors are of the opinion that, taking into account the financial resources available to us,
including (i) our future operating cash flows in respective years; (ii) cash and cash equivalents; (iii)
current financial assets at fair value through profit or loss; (iv) available bank facilities; and (v) the
estimated net proceeds from the Global Offering, we have sufficient working capital for our
requirements for at least the next 12 months from the date of this prospectus.
FINANCIAL INFORMATION
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Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii)
purchases of property, plant and equipment, (iii) payments for intangible assets, and (iv) payments of
lease liabilities. We consider these items to be key indicators of our operational efficiency, reflecting
payments which can significantly impact our cashflow, such as our capital expenditures representing
significant cash outflows, our investment in intellectual property or technology, and the costs of
financing lease obligations, all of which may occur on a regular basis. Our historical cash burn rate was
RMB25 thousand, RMB2.7 million and RMB3.3 million in 2023, 2024 and 2025, respectively. We had
a low cash burn rate in 2023, primarily because we generated net cash flows from operating activities
in 2023. In 2024 and 2025, our operating cash flows were positively affected by certain changes in
operating assets and liabilities, including (i) an increase in trade and bills payables, reflecting that our
enhanced bargaining power with suppliers as our procurement of raw materials continually grew, (ii) a
decrease in amounts due from related parties because our Shareholders paid us the amount they owed to
us as of the end of 2022, (iii) a decrease in inventories because we applied enterprise resource planning
(ERP) software in inventory management, enhancing the turnover days of inventories. In 2024, we
incurred net cash outflows in operating activities primarily due to a rapid growth in our trade
receivables as a result of our enlarged business scale. We had cash and cash equivalents of RMB153.9
million, financial assets at fair value through profit or loss of RMB18.0 million and unutilized banking
facilities of RMB175.5 million as of December 31, 2025. We estimate that we will receive net proceeds
of approximately HK$995.4 million (equivalent to RMB866.5 million) after deducting the estimated
underwriting commissions and other fees and expenses paid and payable by us in connection with the
Global Offering, assuming no Offer Size Adjustment Option and Over-allotment Option is exercised
and assuming an Offer Price of HK$101.6 per Offer Share. Assuming that the average monthly cash
burn rate going forward will be RMB3.3 million, similar to the cash burn rate level in 2025 based on
the underlying assumptions that (i) the number of our employees will not increase significantly; (ii) we
do not expect substantial capital investment; (iii) we do not expect significant acquisitions or
investments; and (iv) we can implement effective cost control based on our annual budget to manage
human resources and various expenses and other measures as mentioned in “Business — Business
Sustainability — Strategies to Improve Our Performance — Enhance Operating Leverage,” we estimate
that our cash and cash equivalents, financial assets at fair value through profit or loss and unutilized
banking facilities as of December 31, 2025 will be able to maintain our financial viability for
approximately 105.6 months or, if we take into account 5.3% of the estimated net proceeds from the
Global Offering (namely the portion allocated for our working capital and other general corporate
purposes), approximately 119.6 months or, if we take into account the estimated net proceeds from the
Global Offering, approximately 369.0 months. We will continue to closely monitor our cash flows from
operations and maintain our financial viability through a variety of means, including banking facilities
and external financing.
DISTRIBUTABLE RESERVES
As of December 31, 2025, we did not have any distributable reserves.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions, and other fees incurred in
connection with the Global Offering. The estimated total listing expenses for the Global Offering are
approximately RMB61.9 million (equivalent to approximately HK$71.2 million), accounting for
approximately 6.7% of our gross proceeds from the Global Offering. The estimated total listing
expenses consist of (i) underwriting-related expenses (including but not limited to commissions and
fees) of approximately RMB36.6 million (approximately HK$42.0 million), and (ii) non-underwriting
related expenses of approximately RMB25.3 million (approximately HK$29.2 million), which consist of
fees and expenses of legal advisors and Reporting Accountants of approximately RMB16.6 million
(approximately HK$19.1 million), and other fees and expenses of approximately RMB8.7 million
(approximately HK$10.1 million). Approximately RMB36.7 million (equivalent to approximately
HK$42.2 million) of the estimated listing expenses is directly attributable to the issue of new Shares to
the public and will be accounted for as a deduction from equity upon completion of the Global
Offering. Approximately RMB15.4 million (equivalent to approximately HK$17.7 million) has been
charged in profit or loss during the Track Record Period, and the remaining amount of approximately
RMB9.8 million (equivalent to approximately HK$11.3 million) is expected to be charged in profit or
FINANCIAL INFORMATION
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loss before or upon completion of the Global Offering. This calculation is subject to adjustment based
on the actual amount incurred or to be incurred. The listing expenses above are the best estimate as of
the Latest Practicable Date and are for reference only. The actual amount may differ from such an
estimate.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The unaudited pro forma statement of our adjusted consolidated net tangible assets prepared in
accordance with paragraph 4.29 of the Listing Rules is to illustrate the effect of the Share Offer on our
audited consolidated net tangible assets as of December 31, 2025, as if the Global Offering had taken
place on that date.
The unaudited pro forma statement of our 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 our Group had the Global Offering been completed as of December
31, 2025, or any future dates. It is prepared based on our Group’s consolidated net tangible assets
attributable to equity holders of our Company as of December 31, 2025 as set out in the Accountants’
Report in Appendix I to this prospectus.
See “Appendix II — Unaudited Pro Forma Financial Information” for details.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that there has been no material adverse change in our financial or
trading position or prospects since December 31, 2025, being the end date of our latest consolidated
financial statements as set out in “Appendix I — Accountants’ Report” to this prospectus, and up to the
date of this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there are no circumstances that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business — Our Strategies” for details of our future business plans and strategies.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$995.4 million, after deducting estimated underwriting commissions, fees and expenses payable by
us in connection with the Global Offering, assuming an Offer Price of HK$101.60 per Share, and
assuming no Offer Size Adjustment Option or the Over-allotment Option is exercised.
We currently intend to apply the net proceeds from the Global Offering for the following
purposes:
 Approximately 50.0% of the net proceeds, or HK$497.9 million, will be used to advance the
research and development of our technologies and infrastructure for the next five years. We
aim to enhance the intelligence and adaptability of our robots to support the rapid
development and commercialization of humanoid robots and more advanced applications.
Specifically:
(i) Approximately 20.0% of the net proceeds, or HK$199.2 million, will be allocated to
the research and development of AI technology. Our R&D efforts in AI will be focused
on the integration and application of multi-modal models — combining large language
models and visual models — within robots with the aim of advancing robots from task
execution to cognitive intelligence through (a) procurement of hardware (including
servers and robot test bodies) and software (including cloud services) for AI
development, (b) collaboration with leading domestic and international large language
model and multi-modal AI teams, and (c) establishment of dedicated teams for AI
hardware and software development. We plan to purchase 30 to 70 units of hardware
and 22 to 100 sets of software each year from 2026 to 2030. See “Business —
Business Sustainability — Strategies to Improve Our Performance — Continue to
Invest in Technologies” for details on the specific R&D plans for AI technology.
(ii) Approximately 15.0% of the net proceeds, or HK$149.3 million, will be directed
toward the development of embodied AI. Our R&D investments in embodied AI are
focused on enhancing the robot’s ability to operate in dynamic, multi-layered
operational applications characterized by diverse industry-specific requirements,
logistical workflows and heterogeneous physical conditions, including: (a) procurement
of hardware, including robot components (such as sensors and actuators) and robot
bodies, for embodied AI research and development, and (b) formation of teams for
hardware and software development to support embodied AI research. Over the next
five years, we will follow a phased implementation plan, with resources deployed each
year to advance core product capabilities, improve operational precision and strengthen
engineering capacity. See “Business — Business Sustainability — Strategies to
Improve Our Performance — Continue to Invest in Technologies” for details on the
specific R&D plans for embodied AI.
(iii) Approximately 15.0% of the net proceeds, or HK$149.3 million, will be allocated to
enhancing the performance and the iteration of existing infrastructure and toolchain.
We recognize that intelligent robot technology is highly complex and requires a robust
underlying software infrastructure. Our plans include (a) procurement of software
(including cloud services) for new product development, and (b) establishment of
teams for development and iteration of infrastructure and toolchain. Over the next five
years, we will allocate investments on an annual basis scheduled to progressively build
technology foundations and improve development throughput. See “Business —
Business Sustainability — Strategies to Improve Our Performance — Continue to
Invest in Technologies” for details on the specific R&D plans for infrastructure and
toolchain development.
FUTURE PLANS AND USE OF PROCEEDS
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The table below sets forth our estimated investments in the R&D staff dedicated to three key
R&D areas, namely AI technology, embodied AI and robot infrastructure and toolchain, by 2030. We
plan to use the net proceeds to pay the remuneration of these R&D staff.
Purpose
Estimated
remuneration
Estimated total
number of
staff Qualification
(RMB in
millions)
AI Technology ....... 119.9 48 Software: candidates with a bachelor’s degree or higher in
computer science, specializing in deep learning and
machine learning, and with work experience in AI
development and foundational technologies
Hardware: candidates with a bachelor’s degree or higher in
electrical/electronics engineering, specializing in
electronic circuit design, and with work experience in AI
hardware development and foundational technologies
Embodied AI ........ 70.2 38 Software: candidates with a bachelor’s degree or higher in
computer science, specializing in deep learning and
machine learning, and with work experience in product
development
Hardware: candidates with a bachelor’s degree or higher in
electrical/electronics engineering, specializing in
electronic circuit design and with work experience in
product development
Infrastructure and
Toolchain ........
98.4 47 Candidates with a bachelor’s degree or higher in computer
science and software engineering, and with work
experience in system architecture and software
engineering
 Approximately 20.0% of the net proceeds, or HK$199.1 million, will be allocated to the
establishment of a multifunctional center that integrates research and development,
operation, assembly and testing functions to strengthen our capabilities to develop and scale
intelligent robots for the next five years. The establishment of our own multifunctional
center addresses critical business needs by: (a) eliminating our current reliance on leased
office spaces which lack integrated facilities for final-stage assembly and testing; (b)
creating operational synergies through co-location of R&D and production teams to
accelerate product development cycles; and (c) achieving progressive cost savings through
asset ownership as we amortize the investment over our production lifecycle. Specifically:
(i) Approximately 10.0% of the net proceeds, or HK$99.5 million, will be used for the
construction of the new center necessary to house integrated robotics functions, with
the expenditure expected to be incurred between 2027 and 2029.
(ii) Approximately 5.0% of the net proceeds, or HK$49.8 million, will be allocated for
interior fit-out and functional upgrades to accommodate research and development and
operational workflows, with the expenditure expected to be incurred between 2028 and
2030.
(iii) Approximately 3.8% of the net proceeds, or HK$37.3 million, will be used for land
acquisition to establish the new center, with the expenditure expected to be incurred
between 2026 and 2028.
(iv) Approximately 1.2% of the net proceeds, or HK$12.4 million, will be used to purchase
robot debugging and testing equipment to enhance quality control and testing precision,
with the expenditure expected to be incurred between 2028 and 2030.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 15.0% of the net proceeds, or HK$149.3 million, will be used to pursue
acquisition and investment opportunities across the upstream and downstream segments of
the robotics value chain that may support the acquisition of advanced technologies and
strengthen our platform ecosystem for the next five years, particularly in areas such as
sensing systems, execution systems and integration solutions. When evaluating potential
acquisitions or investments, we will focus on targets that demonstrate strong alignment with
our strategic objectives through a combination of technical, commercial and operational
criteria, including but not limited to, for component suppliers, (a) the compatibility of the
target’s products with our controllers, and (b) proven commercial viability; and, for robot
manufacturers and integrators, (a) competitive positioning in terms of pricing, delivery lead
times and product quality, (b) proven commercial viability, and (c) established customer
relationships in 3C, automotive or semiconductor industries, among others. According to
CIC, fewer than 10,000 target component manufacturers which primarily focus on key
robotics components, such as sensors, actuators and control systems, and fewer than 5,000
target robot body manufacturers and integrators focusing on the 3C, automotive, or
semiconductor industries with sustainable business operations, are available in the market,
based on the information extracted from company incorporation databases and relevant
business descriptions. As of the Latest Practicable Date, we did not identify any investment
or acquisition target or enter into any definitive investment or acquisition agreement.
 Approximately 9.7% of the net proceeds, or HK$96.6 million, will be used to establish a
global sales system to increase market presence and support international growth over the
next five years, focusing on strengthening brand recognition, expanding marketing channels
and building a strong customer support network worldwide. We will establish dedicated
overseas sales and after-sales service teams in four key strategic markets: the United States,
Germany, Japan and Thailand. According to CIC, China’s industrial robot exports exceeded
RMB12.0 billion in 2025, representing a year-on-year increase of 48.7%, reflecting the
continued expansion of Chinese industrial intelligent robot companies in overseas markets.
In identifying these markets and formulating our expansion strategy, we considered factors
including robotics adoption level, policy support, market potential, customer requirements
and strategic fit with our product offerings. We intend to adopt differentiated product
positioning and localized commercialization strategies in these markets:
 United States. According to CIC, the United States remains a key industrial
automation market, with approximately 400 thousand industrial robots operating in
factories. The U.S. government has launched the 2025 Project for the Advanced
Robotics in Manufacturing Innovation and planned to enhance investments to support
technical projects in areas such as robotic agility and multi-robot collaboration. Given
the relatively advanced robotics adoption and customers’ higher requirements for
precision, intelligence and reliability, we intend to focus on advanced adaptive robotic
products and solutions for application scenarios with higher technical requirements.
See “Regulatory Overview — U.S. Tariffs” for details of the applicability of the U.S.
tariffs and “Risk Factors — Risks Relating to Our Business and Industry — We may be
subject to the risks associated with international trade policies, geopolitics and trade
protection measures, including imposition of trade restrictions and sanctions, and our
reputation, business, financial condition and results of operations could be adversely
affected” for details of the relevant impacts on our business expansion.
FUTURE PLANS AND USE OF PROCEEDS
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 Germany. According to CIC, Germany is a leading robotics market in Europe, with
approximately 300 thousand industrial robots currently operating. Growth of the
German industrial intelligent robot market has been supported by the recovery of the
automotive industry, the advancement of Industry 4.0 and demand from the metal
processing and electronics sectors. In Germany, we intend to focus on advanced
adaptive robotic products and solutions for high-precision and complex industrial
automation scenarios, supported by localized customer engagement and technical
services.
 Japan. According to CIC, Japan has nearly 450 thousand industrial robots operating in
its factories and remains one of the world’s most robotized countries. Japan’s 2025 AI
Robot Application Strategy identifies industrial production lines as a key application
area and aims to accelerate the deployment of advanced technologies, including
industrial robots. In Japan, we intend to focus on technically demanding manufacturing
and automation scenarios where our adaptive robotic products and solutions can
address customers’ requirements for precision, reliability and flexible deployment.
 Thailand. According to CIC, Thailand has the largest number of operating industrial
robots in Southeast Asia, while less than 20% of its nearly 150 thousand factories are
using industrial robots, indicating substantial untapped automation potential. Under the
“Thailand 4.0” strategy, the Board of Investment provides incentives such as tax
benefits to attract high-end manufacturing, including industrial intelligent robots. In
Thailand and other Southeast Asian markets, where demand for productivity
improvement and labor efficiency remains significant, we intend to deploy
cost-efficient models for mid-market and manufacturing customers and leverage local
partnerships to enhance market access and after-sales service coverage.
Our competitive strategy is supported by our product differentiation, mature technologies
and proven deployment experience across diverse scenarios. We have achieved ±2mm SLAM
positioning accuracy with our robots, outperforming existing market peers which typically
achieve above ±5mm, demonstrating our precision control capabilities in complex physical
environments. Complementing this technical strength, our adaptive robotic products are
designed to address application scenarios involving physical interaction, variability and
process complexity, with an average delivery cycle of below three months that enables rapid
deployment and iterative optimization. We believe such capabilities, together with our
experience in adapting and replicating successful solutions, will support our localized
commercialization in overseas markets. In addition, our planned overseas teams and local
partnerships are expected to enhance local market access and after-sales service coverage.
We plan to recruit a total of over 20 specialized staff members, consisting of sales
professionals and after-sales support technicians across these regions. All new hires will be
required to possess a minimum of three years of overseas sales or technical support
experience in relevant markets, with demonstrated industry knowledge and local market
expertise. Sales team members must have established local customer networks and proven
track records in their respective markets. After-sales team members will require technical
certifications in robotics maintenance and multilingual capabilities to effectively serve our
international customers.
We intend to implement approximately 110 targeted activities over the five-year period,
combining digital campaigns with physical industry engagements. Our online marketing
efforts (approximately 60 promotional activities) will run on Google and LinkedIn platforms
to generate qualified leads, while offline initiatives (approximately 50 events) will include
participation in major industry exhibitions such as IREX (Japan), ProMat (USA), Automate
(USA/Germany), and LogiMAT (Germany) to showcase our offerings and establish direct
customer relationships.
FUTURE PLANS AND USE OF PROCEEDS
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Specifically:
(i) Approximately 4.9% of the net proceeds, or HK$48.8 million, will be allocated to the
development and expansion of our overseas sales teams to attract top talent, provide
regional market expertise and elevate our capacity to drive sales growth across multiple
regions.
(ii) Approximately 2.9% of the net proceeds, or HK$29.2 million, will be used to build and
strengthen our marketing and brand presence globally, with an emphasis on overseas
markets, to strengthen digital marketing, media partnerships and local outreach.
(iii) Approximately 1.9% of the net proceeds, or HK$18.7 million, will be allocated to
establishing an after-sales service team overseas to provide customer support in global
markets in order to enhance product satisfaction and foster long-term loyalty.
 Approximately 5.3% of the net proceeds, or HK$52.5 million, is expected to be used for
working capital and general corporate purposes.
If the net proceeds of the Global Offering are not immediately applied to the above purposes, we
will only deposit those net proceeds into short-term interest-bearing accounts at licensed commercial
banks and/or other authorized financial institutions (as defined under the Securities and Futures
Ordinance or applicable laws and regulations in other jurisdictions).
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, we will
receive additional net proceeds of approximately HK$331.9 million for 3,385,300 H Shares to be
allotted and issued upon the Over-allotment Option based on the Offer Price of HK$101.60 per Offer
Share, and after deducting the underwriting fees and commissions payable by our Company. The
additional amount raised will be applied to the above areas of use of proceeds on a pro rata basis.
If any part of our plan does not proceed as planned for reasons such as changes in government
policies that would render any of our plans not viable, or the occurrence of force majeure events, our
Directors will carefully evaluate the situation and may reallocate the net proceeds from the Global
Offering.
We will issue an appropriate announcement if there is any material change to the above proposed
use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
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THE CORNERSTONE INVESTMENTS
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 for or cause
their designated entities (including qualified domestic institutional investor(s) (“ QDII(s) ”) in respect of
Splendid Zhonghe Investment as approved by the relevant PRC authorities) to subscribe for such
number of Offer Shares (rounded down to the nearest whole board lot of 50 H Shares) which may be
purchased at the Offer Price with an aggregate amount of US$59.00 million (or approximately
HK$462.24 million, 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 brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee)
(the “ Cornerstone Investment ”).
Based on the Offer Price of HK$101.60 per Offer Share, the total number of Offer Shares to be
subscribed for by the Cornerstone Investors (including those to be subscribed through QDII(s)) would
be 4,549,400. The table below reflects the shareholding percentage immediately after the completion of
the Global Offering.
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is exercised in full
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised in full
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is exercised in full
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
Approximate %
of the Offer
Shares
Approximate %
of the total
issued share
capital
43.34% 4.12% 37.69% 4.06% 37.69% 4.06% 32.77% 3.99%
The Company is of the view that, (i) the Cornerstone Investment will ensure a reasonable size of
solid commitment at the beginning of the marketing period of the Global Offering and will provide
confidence to the market; and (ii) the Cornerstone Investment demonstrates our Cornerstone Investors’
confidence in the Company and its business prospect and it will help raise the profile of the Company.
The Company became acquainted with each of the Cornerstone Investors through the Overall
Coordinators or the other Capital Market Intermediaries, the business network of the Group, or through
its existing Shareholder and Directors.
The Cornerstone Investment 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 for by the Cornerstone Investors (including those to be subscribed through QDII(s)) will
rank pari passu in all respects with the fully paid H Shares in issue following the completion of the
Global Offering and to be listed on the Stock Exchange. The Offer Shares to be subscribed for by the
Cornerstone Investors (including those to be subscribed through QDII(s)) will be counted towards the
public float of the Company under Rule 8.08 (as amended and replaced by Rule 19A.13A) of the
Listing Rules.
Immediately following the completion of the Global Offering, (i) none of the Cornerstone
Investors or their respective close associates will become a substantial shareholder of the Company; (ii)
none of the Cornerstone Investors or their respective close associates will have any Board
representation in the Company solely by virtue of its cornerstone investment; and (iii) no more than
50% of the securities in public hands at the time of Listing can be beneficially owned by the three
largest public Shareholders for the purpose of Rule 8.08(3) of the Listing Rules.
To the best knowledge of the Company, (i) each of the Cornerstone Investors is an independent
third party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from the
Company, the Directors, chief executive of the Company, the Controlling Shareholders, substantial
Shareholders or existing Shareholders or any of its subsidiaries or their respective close associates in
CORNERSTONE INVESTORS
– 255 –


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relation to the acquisition, disposal, voting, or other disposition of H Shares registered in its name or
otherwise held by it; and (iii) none of the subscription for the relevant Offer Shares by the Cornerstone
Investors is financed by the Company, the Directors, chief executive of the Company, the Controlling
Shareholders, substantial Shareholders or existing Shareholders or any of its subsidiaries or their
respective close associates for the purpose of subscription of the Offer Shares.
To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors,
they made their own independent decisions to enter into the Cornerstone Investment Agreements, and
their subscriptions under the Cornerstone Investment would be financed by their own internal resources.
Except the shareholder of GF Fund Management, none of the Cornerstone Investors or their
shareholder(s) are listed on any stock exchanges. The Cornerstone Investors have also confirmed that
all necessary approvals have been obtained with respect to the Cornerstone Investment and that no
specific approval from any stock exchange (if relevant) or their shareholders is required for the
Cornerstone Investment. Other than a guaranteed allocation of the relevant Offer Shares at the final
Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment
Agreements compared with other public Shareholders. Other than the Cornerstone Investment
Agreements, as confirmed by each of the Cornerstone Investors, there are no side agreements or
arrangements between us and the Cornerstone Investors or any benefit, direct or indirect, conferred on
the Cornerstone Investors by virtue of or in relation to the Listing, other than a guaranteed allocation of
the relevant Offer Shares at the Offer Price.
The total number of Offer Shares to be subscribed for by the Cornerstone Investors (including
those to be subscribed through QDII(s)) under the Cornerstone Investment 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 paragraphs
headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in this
prospectus. The number of Offer Shares to be acquired by each Cornerstone Investor may be deducted
on a pro rata basis in accordance with the terms of the Cornerstone Investment Agreements for the
purpose of satisfying (i) Rule 8.08(3) of the Listing Rules which provides that no more than 50% of the
H Shares in public hands on the Listing Date can be beneficially owned by the three largest public
Shareholders; (ii) the minimum public float requirement under Rule 19A.13A of the Listing Rules or as
otherwise approved by the Stock Exchange; (iii) the minimum free float requirement under Rule
19A.13C of the Listing Rules; (iv) Rule 18C.08 to the Listing Rules which provides that at least 50%
of the total number of shares offered in the initial public offering (excluding any shares to be issued
pursuant to the exercise of any Offer Size Adjustment Option and Over-allotment Option) of a
Specialist Technology Company must be taken up by independent price setting investors in the placing
tranche (whether as cornerstone investors or otherwise); and (v) Appendix F1 (Placing Guidelines for
Equity Securities) to the Listing Rules. Details of the actual number of Offer Shares to be allocated to
each of the Cornerstone Investors will be disclosed in the allotment results announcement to be issued
by the Company on or around June 23, 2026.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they have
subscribed for before dealings in the Company’s H Shares commence on the Stock Exchange. Pursuant
to the Cornerstone Investment Agreements, the Overall Coordinators (for themselves and on behalf of
the International Underwriters) have the discretion to effect a delayed delivery of the Offer Shares to be
subscribed for by each of the Cornerstone Investors (including those to be subscribed through QDII(s))
on a date later than the Listing Date, subject to the conditions contained therein. 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. Where delayed delivery
takes place, each of the Cornerstone Investor has agreed that it shall nevertheless pay for the relevant
Offer Shares before the Listing. As such, there will be no deferred settlement of the investment amount
for the Offer Shares to be subscribed by the Cornerstone Investors (including those to be subscribed
through QDII(s)) pursuant to the Cornerstone Investment Agreement.
CORNERSTONE INVESTORS
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The table below sets out details of the Cornerstone Investment:
Based on the Offer Price of HK$101.60
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is exercised in full
Assuming the Over-Allotment
Option is not exercised
Assuming the Over-Allotment
Option is fully exercised
Assuming the Over-Allotment
Option is not exercised
Assuming the Over-Allotment
Option is fully exercised
Cornerstone
Investor Subscription amount (1)
Number of
Offer Shares
to be
acquired (2)
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
issued share
capital
HHLRA .. US$15.00 million (or approximately
HK$117.52 million)
1,156,650 11.02% 1.05% 9.58% 1.03% 9.58% 1.03% 8.33% 1.02%
Yuanbao
Family
Office ..
US$15.00 million (or approximately
HK$117.52 million)
1,156,650 11.02% 1.05% 9.58% 1.03% 9.58% 1.03% 8.33% 1.02%
3W Fund . US$10.00 million (or approximately
HK$78.35 million)
771,100 7.35% 0.70% 6.39% 0.69% 6.39% 0.69% 5.55% 0.68%
GF Fund .. US$6.00 million (or approximately
HK$47.01 million)
462,650 4.41% 0.42% 3.83% 0.41% 3.83% 0.41% 3.33% 0.41%
Ruihua
Investment. .
US$5.00 million (or approximately
HK$39.17 million)
385,550 3.67% 0.35% 3.19% 0.34% 3.19% 0.34% 2.78% 0.34%
Zhonghe
Capital ..
US$3.00 million (or approximately
HK$23.50 million)
231,300 2.20% 0.21% 1.92% 0.21% 1.92% 0.21% 1.67% 0.20%
Yishao
Capital ..
US$3.00 million (or approximately
HK$23.50 million)
231,300 2.20% 0.21% 1.92% 0.21% 1.92% 0.21% 1.67% 0.20%
Nova Kerry
Inc. ...
US$2.00 million (or approximately
HK$15.67 million)
154,200 1.47% 0.14% 1.28% 0.14% 1.28% 0.14% 1.11% 0.14%
Total ... US$59.00 million (or approximately
HK$462.24 million)
4,549,400 43.34% 4.12% 37.69% 4.06% 37.69% 4.06% 32.77% 3.99%Notes:
(1) 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.
(2) Rounded down to the nearest whole board lot of 50 H Shares.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Investment.
HHLRA
HHLR Advisors, Ltd. (“ HHLRA ”), part of the Hillhouse Group, is an exempted company
incorporated in the Cayman Islands that acts as the investment manager of investment funds
(collectively the “ HHLRA Funds ”), which are limited partnerships formed under the laws of the
Cayman Islands. There is no individual limited partner investor who holds an economic interest of 30%
or more in the HHLRA Funds. HHLRA intends to hold the Offer Shares through one of the HHLRA
Funds, namely HACF, L.P.
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with
sustainable, forward-thinking companies across industrial, consumer, healthcare and business services
sectors. HHLRA manages capital for global institutions, including non-profit foundations, endowments,
and pensions. HHLRA is entering the Cornerstone Investment Agreement with the Company in its
capacity as an investment manager and on behalf of the HHLRA Funds.
CORNERSTONE INVESTORS
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Yuanbao Family Office
Yuanbao Family Office Limited (“ Yuanbao Family Office (፬ )”) is a company
incorporated in Hong Kong. The principal investment objective of Yuanbao Family Office is to
maximize absolute return and seek long-term capital growth primarily through fundamental investment
principle with a value approach. Mr. Zhang Wei, founder and ultimate beneficial owner of Yuanbao
Family Office, holds 30% or more of the ownership interests therein. None of the other single
shareholders holds 30% or more of the interests in Yuanbao Family Office.
3W Fund
3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited liability
and licensed by the SFC to carry out type 9 (asset management) regulated activity. 3W Fund has agreed
to procure 3W Global Fund, over which 3W Fund has discretionary investment management power, to
subscribe for such number of the Offer Shares. 3W Global Fund pursues to maximize absolute return
and seek long-term capital growth primarily through fundamental investment principle with value
approach. 3W Fund is wholly owned by Mr. Wu Weiwei. No single investor holds 30% or more of the
interests in 3W Global Fund.
GF Fund
GF Fund Management Co., Ltd. (ʮ̡ )( “ GF Fund Management ”) and GF
International Investment Management Limited (ʮ̡ )( “ GF Fund HK ”, together
with GF Fund Management, “ GF Fund ”) have respectively entered into Cornerstone Investment
Agreements with our Company.
GF Fund Management was established on August 5, 2003. As of December 31, 2025, its assets
under management exceeded RMB 2 trillion. It offers a comprehensive range of product offerings,
covering active equity, bonds, money market, overseas investments, passive investments, FOF, and
quantitative hedging, among others, to meet the diversified investment needs of domestic and
international clients. The controlling shareholder of GF Fund Management is GF Securities Co., Ltd.
(ʮ̡ )( “ GF Securities ”), a limited company listed on the Stock Exchange (stock
code: 1776) and the Shenzhen Stock Exchange (stock code: 000776), holding a 54.53% equity interest
in GF Fund Management. Apart from GF Securities, no other shareholder holds 30% or more of the
equity in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central entity
number of its SFC license: AXL121) was incorporated in Hong Kong in December 2010. It is licensed
by the SFC to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset
management) regulated activities in Hong Kong. GF Fund HK serves as the global investment and
business platform for its parent company, GF Fund Management. Acting as GF Fund Management’s
overseas window company, GF Fund HK strategically connects the Chinese and overseas markets.
Leveraging the investment and research capabilities of GF Fund Management and its competitive
advantages in the overseas market, GF Fund HK provides comprehensive and high-quality services to
its clients.
GF Fund Management and GF Fund HK will subscribe for the Offer Shares as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under their
management. To the best knowledge of GF Fund Management and GF Fund HK, each fund is an
independent third party, and no ultimate beneficial owner holds 30% or more of the interest.
Ruihua Investment
Ruihua (International) Investment Limited ( ๿ശ(਷ყ)ʮ̡ )( “ Ruihua Investment ”) is a
limited company incorporated in the British Virgin Islands and is principally engaged in equity
investment activities in global markets. Ruihua Investment is wholly owned by Hong Kong Ruihua
Investment Management Limited (“ Hong Kong Ruihua ”), which is ultimately controlled by Mr. Zhang
CORNERSTONE INVESTORS
– 258 –


--- page 267 ---
Jianbin (ⅳܔand is primarily engaged in securities market investments. Mr. Zhang Jianbin, who
holds 30% or more of the interest in Hong Kong Ruihua, is an independent third party. None of the
other single shareholders holds 30% or more of the interests in Hong Kong Ruihua.
Zhonghe Capital
Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ(ݵ)ʮ
̡)( “ Splendid Zhonghe Investment ”) is entering into the Cornerstone Investment Agreement with the
Company. Splendid Zhonghe Investment is a limited liability company incorporated in China on
January 17, 2017. It is a wholly-owned subsidiary of Splendid Zhonghe (Beijing) Capital Co., Ltd. ( ᎀ
ᔐʕձ(̏ԯ)ʮ̡ )( “ Zhonghe Capital ”), which is a full-industry-chain investment
platform incorporated in China on August 20, 2012, with cumulative assets under management
exceeding RMB29 billion. Leveraging its extensive experience in capital market investments, Zhonghe
Capital has completed strategic investments in more than 200 distinguished listed companies and
growth enterprises, and has developed profound industry expertise and robust resource integration
capabilities across its target sectors. As of the Latest Practicable Date, Zhonghe Capital has nine
shareholders in total. Mr. Zhang Jingting (ࢬan independent third party, beneficially owns
30.80% of the equity interests in Zhonghe Capital, and no other shareholder holds 30% or more of the
equity interest in Zhonghe Capital.
Yishao Capital
Yishao Capital Management (HK) Limited (“ Yishao Capital ”) is a company incorporated in Hong
Kong on July 10, 2018. Yishao Capital is investing on a proprietary basis. It is ultimately controlled by
Mr. Wang Ruxian ( ˮϧ΋) and no other shareholder holds 30% or more of the equity interest in Yishao
Capital. Yishao Capital is managed by senior investors with more than 18 years of experience in the
U.S. and Hong Kong equity markets, focusing on leading companies in innovation-driven sectors such
as advanced technology, biotechnology, semiconductor design and manufacturing, AI applications, and
robotics automation. The investment team is among the earliest Chinese investment professionals to
build deep positions in GPUs, semiconductor production, and global AI leaders — long before these
companies became some of the world’s largest by market capitalization. Yishao Capital maintains a
long-term conviction in the structural value of biotechnology, AI, semiconductor design and
manufacturing, automation, and robotics, and holds sustained positions in industry-leading companies
across these fields.
Nova Kerry Inc.
Nova Kerry Inc. is investing on a proprietary basis. It is a wholly-owned subsidiary of Advantage
China Consumer Fund (“ ACCF Capital ”). ACCF Capital is owned as to 90% by JW New Energy
Limited, which is wholly owned by Dr. Wang Jun, an experienced private equity investor in Asia.
ACCF Capital invests primarily in technology and consumer space.
CLOSING CONDITIONS
The subscription obligation of each of the Cornerstone Investors under the Cornerstone Investment
Agreements is subject to, among other things, the following closing conditions:
(a) 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 these underwriting
agreements, and neither of the aforesaid underwriting agreements having been terminated;
(b) the Offer Price having been agreed between the Company and the Overall Coordinators (for
themselves and on behalf of the underwriters of the Global Offering);
CORNERSTONE INVESTORS
– 259 –


--- page 268 ---
(c) 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 Investors 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;
(d) the CSRC having accepted the CSRC Filings and published the filing results in respect of
the CSRC Filings on its website, and such notice of acceptance and/or filing results
published not having otherwise been rejected, withdrawn, revoked or invalidated prior to the
commencement of dealings in the H Shares on the Stock Exchange;
(e) 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
herein and there shall be no orders or injunctions from a court of competent jurisdiction in
effect precluding or prohibiting consummation of such transactions; and
(f) the respective agreements, representations, warranties, undertakings, acknowledgements and
confirmations of the Cornerstone Investor under the Cornerstone Investment Agreement are
true, accurate and complete in all respects and not misleading and that there is no material
breach of such Cornerstone Investment Agreement on the part of the Cornerstone Investor.
RESTRICTIONS ON DISPOSALS BY 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 from and including the Listing Date (the “ Lock-up Period ”),
dispose of any of the Offer Shares they have subscribed for pursuant to the relevant Cornerstone
Investment Agreement, save for in certain limited circumstances, such as transfers to any of its
wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone Investor,
including the Lock-up Period restriction.
CORNERSTONE INVESTORS
– 260 –


--- page 269 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
CMB International Capital Limited
Soochow Securities International Brokerage Limited
BOCI Asia Limited
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
Zheshang International Financial Holdings Co., Limited
ABCI Securities Company Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
The Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 524,900
Hong Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong on and
subject to the terms and conditions of this prospectus at the Offer Price.
Subject to the Listing Committee granting approval for the listing of, and permission to deal in,
the H Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) and
certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters have agreed to severally (and not jointly or jointly and severally) to subscribe or procure
subscribers for their respective applicable proportions of the Hong Kong Offer Shares now being
offered which are not taken up under the Hong Kong Public Offering on and subject to the terms and
conditions of this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional upon and subject to, 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 obligations of the Hong Kong Underwriters to subscribe or procure subscribers for the Hong
Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to termination. If at any
time prior to 8:00 a.m. on the Listing Date:
(a) there develops, occurs, exists or comes into force:
(i) any new laws 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, United States, the United Kingdom, the European Union (or any member
thereof), or other jurisdictions relevant to the Group’s business operations or the
Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
(ii) 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
UNDERWRITING
– 261 –


--- page 270 ---
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; or
(iii) 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; or
(iv) 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 New
York Stock Exchange or the NASDAQ Global Market; or (ii) the trading in any
securities of the Company listed or quoted on a stock exchange or an over-the-counter
market; or
(v) 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; or
(vi) other than with the prior written consent of the Overall Coordinators, the issue or
requirement to issue by our Company of a supplement or amendment to the 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; or
(vii) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against any member of our Group
(the “ Group Company ”) or a Director, or any senior management members named in
the prospectus or announcing an intention to take any such action; or
(viii) the imposition of sanctions or export controls in whatever form, directly or indirectly,
on any Group Company or any of the Controlling Shareholders or by or on any
Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date
of Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or
for, any Relevant Jurisdiction; or
(ix) 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; or
(x) any non-compliance of the prospectus (or any other documents used in connection with
the con-templated offering, allotment, issue, subscription or sale of any of the Offer
Shares), the CSRC Filings (as defined in the Hong Kong Underwriting Agreement) or
any aspect of the Global Offering with the Listing Rules or any other applicable Laws;
or
UNDERWRITING
– 262 –


--- page 271 ---
(xi) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any member
of our Group or any Controlling Shareholder or any Director or any senior management
members named in the prospectus; or
(xii) any contravention by any Group Company or any Director of the Listing Rules or
applicable laws; or
(xiii) any change or prospective change, or a materialization of, any of the risks set out in
the section headed “Risk Factors” in the prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion of
the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong
Kong Underwriters): (A) has or will or may have a Material Adverse Effect (as defined in
the Hong Kong Underwriting Agreement); (B) has or will or may have a material adverse
effect on the success of the Global Offering or the level of applications under the Hong
Kong Public Offering or the level of indications of interest under the International Offering;
or (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 (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
(b) there has come to the notice of the Sole Sponsor and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(i) any statement contained in any of the Offering Documents, the CSRC Filings and/or
any notices, announcements, advertisements, communications issued by or on behalf of
our Company in connection with the Hong Kong Public Offering (including any
supplement or amendment thereto) (the “ Global Offering Documents ”) was, when it
was issued, untrue, incorrect, inaccurate in any material respect or misleading; or that
any estimate, forecast, expression of opinion, intention or expectation contained in any
such documents, was, when it was issued, unfair or misleading in any respect or based
on untrue, dishonest or unreasonable assumptions or given in bad faith; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(iii) 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 our
Company or the Controlling Shareholders in the Hong Kong Underwriting Agreement
or in the International Underwriting Agreement; or
(iv) 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; or
(v) any material breach of any of the obligations or undertakings imposed upon any party
to Hong Kong Underwriting Agreement, the Cornerstone Investment Agreements, the
International Underwriting Agreement (other than upon any of the Hong Kong
Underwriters or the International Underwriters); or
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(vi) any Material Adverse Change; or
(vii) that the Chairman of the Board, any Director or any member of senior management of
the Company named in the Prospectus seeks to retire, or is removed from office or
vacating his/her office; or
(viii) any Director or any member of senior management of our Company named in the
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; or
(ix) our Company withdraws the 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; or
(x) that the approval by the Listing Committee of the listing of, and permission to deal in,
the 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; or
(xi) any expert specified in the prospectus (other than the Sole Sponsor) has withdrawn its
consent to the issue of the 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; or
(xii) any prohibition on our Company for whatever reason from offering, allotting, issuing
or selling any of the Offer Shares pursuant to the terms of the Global Offering; or
(xiii) an order or petition is presented for the winding-up or liquidation of any member of
our Group, or any member of our 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 our Group or a provisional liquidator, receiver or
manager is appointed over all or part of the assets or undertaking of any member of
our Group or anything analogous thereto occurs in respect of any member of our
Group; or
(xiv) (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 Overall Coordinators, the issue or requirement to issue by our Company of a
supplement or amendment to the CSRC Filings pursuant to the CSRC Rules (as defined
in the Hong Kong Underwriting Agreement) 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; or
(xv) that a material portion of the orders placed or confirmed in the bookbuilding process
have been withdrawn, terminated or cancelled, or with respect to which the payment of
the relevant orders and/or investment commitment has not been received or settled in
the stipulated time and manner or otherwise,
then, in each case, the Overall Coordinators (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.
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Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
In accordance with Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that no further shares or securities convertible into equity securities of our Company
(whether or not of a class already listed) may be issued or sold or transferred out of treasury or form
the subject of any agreement to such an issue, or sale or transfer out of treasury within six months from
the date on which the H Shares of our Company first commence dealing on the Stock Exchange
(whether or not such issue of shares or securities, or sale or transfer of treasury shares will be
completed within six months from the commencement of dealing), except for the issue of shares or
securities pursuant to the Global Offering (including the exercise of the Offer Size Adjustment Option
and the Over-allotment Option, if any) or for circumstances permitted under Rule 10.08 of the Listing
Rules.
Undertakings by our Controlling Shareholders
Pursuant to Rules 10.07 and 18C.13 of the Listing Rules, each of our Controlling Shareholders
has irrevocably and unconditionally undertaken to us and to the Stock Exchange that it/he, in the period
commencing on the date by reference to which disclosure of the shareholdings of its/his is made in this
prospectus and ending on the date which is 12 months from the Listing Date, except pursuant to the
Global Offering (including the exercise of the Offer Size Adjustment Option and the Over-Allotment
Option, if any), without the prior written consent of the Stock Exchange or unless otherwise in
compliance with the requirements of the Listing Rules, will not and will procure that the relevant
registered holders of the Shares in which it/he is beneficially interested will not, dispose of, nor enter
into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in
respect of, any of the Shares in respect of which they are shown by this prospectus that it/he is the
beneficial owners, provided that the above shall not prevent it/him from using Shares or securities of
the Company beneficially owned by it/him as security (including a charge or a pledge) in favor of an
authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong))
for a bona fide commercial loan.
Each of our Controlling Shareholders has further irrevocably and unconditionally undertaken to us
and the Stock Exchange that, within the period commencing on the date by reference to which
disclosure of the shareholdings of its/his is made in this prospectus and ending on the date which is 12
months from the Listing Date, it/he will:
(a) when it/he pledges or charges any Shares beneficially owned by it/him in favor of an
authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong)) for a bona fide commercial loan pursuant to Note (2) to Rule 10.07(2) of the
Listing Rules, immediately inform us of such pledge or charge together with the number of
Shares so pledged or charged; and
(b) when it/he receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged Shares will be disposed of, immediately inform us of such
indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (a) and (b) above by any of our Controlling Shareholders and make a
public disclosure in relation to such information by way of an announcement in accordance with the
Listing Rules as soon as possible.
Undertakings by the Key Persons
Pursuant to Rule 18C.14(1) of the Listing Rules, each of the key persons of our Company and
their close associates (the “ Key Persons ”), as identified under “History, Development and Corporate
Structure — Lock-up Period,” has irrevocably and unconditionally undertaken to us and to the Stock
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Exchange that it/he, in the period commencing on the date by reference to which disclosure of the
shareholdings of its/his is made in this prospectus and ending on the date which is 12 months from the
Listing Date,
(a) except pursuant to the Global Offering (including the exercise of the Offer Size Adjustment
Option and the Over-allotment Option, if any) or otherwise permitted under Rule 18C.15 and
18C.16 of the Listing Rules, will not and will procure that the relevant registered holders of
the Shares in which it/he is beneficially interested will not, dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or encumbrances in
respect of, any of the Shares in respect of which they are shown by this prospectus that it/he
is the beneficial owners;
(b) when it/he pledges or charges any Shares beneficially owned by it/him in favor of an
authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong)) pursuant to Note 2 to Rule 10.07(2) as modified by Rule 18C.14 of the Listing
Rules, immediately inform us of such pledge or charge together with the number of Shares
so pledged or charged; and
(c) when it/he receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged Shares will be disposed of, immediately inform us of such
indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (b) and (c) above by any of the Key Persons and make a public disclosure
in relation to such information by way of an announcement in accordance with the Listing Rules as
soon as possible.
Undertakings by the Pathfinder SIIs
Pursuant to Rule 18C.14(2) of the Listing Rules, each of the Pathfinder SIIs has irrevocably and
unconditionally undertaken to us and to the Stock Exchange that it, in the period commencing on the
date by reference to which disclosure of the shareholdings of its is made in this prospectus and ending
on the date which is six months from the Listing Date,
(a) except pursuant to the Global Offering (including the exercise of the Offer Size Adjustment
Option and the Over-allotment Option, if any) or otherwise permitted under Rule 18C.15 and
18C.16 of the Listing Rules, will not and will procure that the relevant registered holders of
the Shares in which it is beneficially interested will not, dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or encumbrances in
respect of, any of the Shares in respect of which they are shown by this prospectus that it is
the beneficial owners;
(b) when it pledges or charges any Shares beneficially owned by it in favor of an authorized
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong))
pursuant to Note 2 to Rule 10.07(2) as modified by Rule 18C.14 of the Listing Rules,
immediately inform us of such pledge or charge together with the number of Shares so
pledged or charged; and
(c) when it receives indications, either verbal or written, from the pledgee or chargee that any of
the pledged or charged Shares will be disposed of, immediately inform us of such
indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters
mentioned in the paragraphs (b) and (c) above by any of the Pathfinder SIIs and make a public
disclosure in relation to such information by way of an announcement in accordance with the Listing
Rules as soon as possible.
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Undertakings Pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company has undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator, the
Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint
Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that except pursuant to the
Global Offering (including pursuant to the Offer Size Adjustment Option and the Over-allotment
Option), at any time after the date of the Hong Kong Underwriting Agreement up to and including the
date falling six months after the Listing Date (the “ First Six-Month Period ”), it will not, without the
prior written consent of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer 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, contract or right to subscribe for or purchase, grant or purchase any option,
warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create
an Encumbrance (as defined in the Hong Kong Underwriting Agreement) 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 the share
capital or any other securities of our Company or any interest in any of the foregoing
(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
share capital or other securities of our Company, as applicable), or deposit any share capital
or other securities of our Company, as applicable, with a depositary in connection with the
issue of depositary receipts; or
(b) 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 the Shares or any other
securities of our Company, or any interest in any of the foregoing (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 Shares); or
(c) enter into any transaction with the same economic effect as any transaction described in
paragraphs (a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in paragraphs (a), (b) or (c) or
announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or
such other securities of our Company, in cash or otherwise (whether or not the issue of such share
capital or other equity securities will be completed within the First Six-Month Period). Our Company
further agrees that, in the event our Company is allowed to enter into any of the transactions described
in paragraphs (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any
such transaction during the period of six months commencing on the date on which the First Six-Month
Period expires (the “ Second Six-Month Period ”), it will take all reasonable steps to ensure that such
an issue or disposal will not, and no other act of our Company will, create a disorderly or false market
for any Shares or other securities of our Company.
Our Controlling Shareholders have undertaken to each of the Sole Sponsor, the Sponsor-Overall
Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Capital Market
Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that
it/he shall procure our Company to comply with the undertakings.
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Undertakings by our Controlling Shareholders
Each of our Controlling Shareholder has undertaken to each of our Company, the Sole Sponsor,
the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Capital
Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters that, without the prior written consent of the Sole Sponsor and the Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters) 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 and the companies controlled by it/him 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 Shares or other securities of our 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 Shares or any such other securities, as applicable or any interest in any of the
foregoing), or deposit any Shares or other securities of our 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 Shares or other securities of our 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 Shares or any such other securities, 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
Shares or other securities of our 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 paragraphs (a)(i), (ii) or (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 Controlling Shareholder or a
member of a group of our Controlling Shareholders or would together with the other
Controlling Shareholders cease to be “Controlling Shareholders” of our 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 paragraphs (a)(i), (ii) or (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 our Company.
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The restrictions above shall not prevent our Controlling Shareholders from (i) purchasing
additional Shares or other securities of our Company and disposing of such additional Shares or
securities of our Company in accordance with the Listing Rules, provided that any such purchase or
disposal does not contravene the lock-up arrangements with our Controlling Shareholders referred to
above or the compliance by our Company with the minimum public float requirements under the Listing
Rules, and (ii) using the Shares or other securities of our Company or any interest therein beneficially
owned by them as security (including a charge or a pledge) in favor of an authorized institution (as
defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide
commercial loan, provided that (a) the relevant Controlling Shareholder will immediately inform our
Company and the Overall Coordinators in writing of such pledge or charge together with the number of
Shares or other securities of our Company so pledged or charged if and when it/he or the relevant
registered holder(s) pledges or charges any Shares or other securities of our Company beneficially
owned by it/him, and (b) when the relevant Controlling Shareholder receives indications, either verbal
or written, from the pledgee or chargee of any Shares that any of the pledged or charged Shares or
other securities of our Company will be disposed of, it/he will immediately inform our Company and
the Overall Coordinators of such indications.
Our Company has undertaken to the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners,
the Joint Lead Managers and the Hong Kong Underwriters that upon receiving such information in
writing from our Controlling Shareholders, it will, as soon as practicable and if required pursuant to the
Listing Rules, the SFO and/or any other applicable laws, notify the Stock Exchange and/or other
relevant authorities, and make a public disclosure in relation to such information by way of an
announcement.
Indemnity
Each of our Company and our Controlling Shareholders has agreed to indemnify, among others,
the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters for certain
losses which they may suffer, including, amongst others, losses arising from their performance of their
obligations under the Hong Kong Underwriting Agreement and any breach by them, respectively of the
Hong Kong Underwriting Agreement or certain provisions thereof.
Sole Sponsor’s Fee
An amount of US$600,000 is payable by our Company as sponsor fees to the Sole Sponsor.
The International Offering
In connection with the International Offering, it is expected that our Company will enter into the
International Underwriting Agreement with, among others, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters.
Under the International Underwriting Agreement, the International Underwriters will, subject to certain
conditions set out therein, severally and not jointly, agree to procure subscribers or purchasers for the
International Offer Shares (excluding, for the avoidance of doubt, the Offer Shares which are subject to
the Offer Size Adjustment Option and the Over-allotment Option), failing which they agree to subscribe
for or purchase their respective proportions of the International Offer Shares which are not taken up
under the International Offering.
Our Company is expected to grant to the International Underwriters the Over-allotment Option,
exercisable by the Overall Coordinators on behalf of the International Underwriters at any time from
the date of the International Underwriting Agreement until 30 days after the last day for the lodging of
applications under the Hong Kong Public Offering, to require our Company to issue and allot up to an
aggregate of 1,574,550 additional Offer Shares representing no more than 15.00% of the Offer Shares
initially available under the Global Offering (assuming the Offer Size Adjustment Option is not
exercised at all) or up to an aggregate of 1,810,750 H Shares, representing not more than 15.0% of the
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number of Offer Shares available under the Global Offering (assuming the Offer Size Adjustment
Option is exercised in full), at the same price per Offer Share under the International Offering to cover,
among other things, over-allocations (if any) in the International Offering.
It is expected that the International Underwriting Agreement may be terminated on similar
grounds as 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.
Total Commission and Expenses
The Capital Market Intermediaries and the Underwriters will receive an underwriting commission
(the “ Fixed Fees ”) equals to 2.5% of the aggregate sale proceeds from the Global Offering (including
any proceeds arising from the exercise of any Offer Size Adjustment Option or Over-allotment Option)
(collectively the “ Gross Proceeds ”). Our Company may, at our sole and absolute discretion, pay to one
or more Capital Market Intermediaries or Underwriters an incentive fee up to 1% of the Gross Proceeds
(the “ Discretionary Fees ”). Assuming the Discretionary Fees are paid in full, the ratio of Fixed Fees
and Discretionary Fees payable to all Underwriters is 71.43%:28.57%. For unsubscribed Hong Kong
Offer Shares reallocated to the International Offering, we will pay an underwriting commission at the
rate applicable to the International Offering and such commission will be paid to the relevant
International Underwriters and not the Hong Kong Underwriters.
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and
based on an Offer Price of HK$101.60, the aggregate commissions and fees, together with listing fees,
SFC transaction levy, AFRC transaction levy, Stock Exchange trading fee, legal and other professional
fees and other expenses, payable by our Company relating to the Global Offering are estimated to be
approximately HK$71.2 million in total.
Activities by Syndicate Members
We describe below a variety of activities that underwriters of the Hong Kong Public Offering and
the International Offering (together, referred to as “ Syndicate Members ”) and their affiliates may each
individually undertake and (as further described below) which do not form part of the underwriting or
the stabilizing process.
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 account of others. In the ordinary course of their various business activities, the
Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans, commodities, currencies, credit default
swaps, and other financial instruments for their own account and for the accounts of their customers.
Such investment and trading activities may involve or relate to assets, securities and/or instruments of
our Company and/or persons and entities with relationships with our Company and may also include
swaps and other financial instruments entered into for hedging purposes in connection with our Group’s
loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, proprietary trading in the H Shares and entering into over the
counter or listed derivative transactions or listed and 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 activities 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.
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In relation to issues by Syndicate Members or their affiliates of any listed securities having the H
Shares as their or part of their underlying assets, whether on the Stock Exchange or on any other stock
exchange, the rules of the relevant 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.
All of these activities may occur both during and after the end of the stabilizing period described
in “— Over-allotment Option” and “— Stabilization” in “Structure of the Global Offering.” 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 their share price, and the extent to which this occurs from day to day cannot
be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will be
subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager, its affiliates or any person
acting for it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative transactions
relating to the Offer Shares), whether in the open market or otherwise, with a view to
stabilizing or maintaining the market price of any of the Offer Shares at levels other than
those which might otherwise prevail in the open market; and
(b) all of them must comply with all applicable laws, including the market misconduct
provisions of the SFO, the provisions prohibiting insider dealing, false trading, price rigging
and stock market manipulation.
Hong Kong Underwriters’ Interests in our Company
Save as otherwise disclosed in this prospectus and save for its obligations under the Hong Kong
Underwriting Agreement, none of the Hong Kong Underwriters has any shareholding interests in our
Company or the right or option (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for securities in our Company.
Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated
companies may hold a certain portion of the Shares as a result of fulfilling their obligations under the
Underwriting Agreements.
Other Services to our Company
The Overall Coordinators and certain of the Underwriters or their respective affiliates have, from
time to time, provided and expect to provide in the future investment banking and other services to our
Company and our respective affiliates, for which such Overall Coordinators, Underwriters or their
respective affiliates have received or will receive customary fees and commissions.
Other Services Provided by the Underwriters
The Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers and the Underwriters may in their ordinary course of business provide financing to investors
subscribing for the Offer Shares offered by this prospectus. Such Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners, Joint Lead Managers and Underwriters may enter into hedges and/or
dispose of such Offer Shares in relation to the financing which may have a negative impact on the
trading price of our H Shares.
Offer Size Adjustment Option
The Company has an Offer Size Adjustment Option under the Hong Kong Underwriting
Agreement, exercisable by the Company with the prior written agreement between the Company and the
Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the second
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Business Day prior to the Listing Date and will lapse immediately thereafter. Upon the exercise of the
Offer Size Adjustment Option, the Company may issue up to 1,574,550 additional Offer Shares (being
15.0% of the Offer Shares initially available under the Global Offering) at the Offer Price. The Offer
Size Adjustment Option provides flexibility to increase the number of Offer Shares available for
purchase under the Global Offering to cover additional market demand.
The exercise of the Offer Size Adjustment Option is not subject to the reallocation arrangement as
described in the paragraphs headed “— The Hong Kong Public Offering — Reallocation” in “Structure
of the Global Offering.”
Over-allotment Option and Stabilization
Details of the arrangements relating to the Over-allotment Option and the stabilization and are set
out in the paragraphs headed “— Over-allotment Option” and “— Stabilization” in “Structure of the
Global Offering.”
Independence of the Sole Sponsor
The Sole Sponsor satisfied the independence criteria set out in Rule 3A.07 of the Listing Rules.
UNDERWRITING
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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. China International Capital Corporation Hong Kong Securities Limited is the Sole
Sponsor, the Sponsor-Overall Coordinator and one of the Overall Coordinators of the Global Offering.
The Listing is sponsored by the Sole Sponsor. The Sole Sponsor has made an application on
behalf of our Company to the Stock Exchange for the listing of, and permission to deal in, the H Shares
in issue and to be issued or sold pursuant to the Global Offering (including any additional H Shares that
may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option).
10,497,300 Offer Shares will initially be made available under the Global Offering comprising:
 the Hong Kong Public Offering of 524,900 H Shares (subject to reallocation) in Hong Kong
as described in the paragraph headed “— The Hong Kong Public Offering” in this section
below; and
 the International Offering of 9,972,400 H Shares (subject to reallocation, the Offer Size
Adjustment Option and the Over-allotment Option) outside the United States (including to
professional and institutional investors within Hong Kong) in offshore transactions in
reliance on Regulation S, as described in the paragraph headed “— The International
Offering” in this section below.
Investors may either (i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering;
or (ii) apply for or indicate an interest for International Offer Shares under the International Offering,
but may not do both.
The Offer Shares will represent approximately 9.5% of the enlarged issued share capital of our
Company immediately following the completion of the Global Offering, assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised. If the Over-allotment Option is
exercised in full, the Offer Shares will represent approximately 10.77% of the enlarged issued share
capital of our Company (assuming the Offer Size Adjustment Option is not exercised at all) or
approximately 12.19% of the enlarged issued share capital of our Company (assuming the Offer Size
Adjustment option is exercised in full) immediately following the completion of the Global Offering.
References in this prospectus to applications, application monies or the 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 initially offering 524,900 Offer Shares (subject to reallocation) for subscription
by the public in Hong Kong at the Offer Price, representing approximately 5.00% 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 0.48% of the
enlarged issued share capital of our Company immediately following the completion of the Global
Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
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 that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the paragraph
headed “— Conditions of the Global Offering” in this section below.
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Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based solely
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. Such allocation could, where appropriate, consist of balloting, which could 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 Hong Kong Offer Shares available under the
Hong Kong Public Offering (after taking into account any reallocation referred to below) will be
divided equally (to the nearest board lot) into two pools: pool A and pool B (with any odd lots being
allocated to pool A). The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5
million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an
equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate
subscription price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, the
AFRC transaction levy and the Stock Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are
unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately
preceding paragraph only, the “price” for Hong Kong Offer Shares means the price payable on
application therefor. Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under the Hong
Kong Public Offering and any application for more than 262,450 Hong Kong Offer Shares (being 50%
of the 524,900 Offer Shares initially available under the Hong Kong Public Offering) is liable to be
rejected.
Reallocation
The allocation of Offer Shares between the Hong Kong Public Offering and the International
Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of Practice Note 18 of the
Listing Rules (as modified by Rule 18C.09 of the Listing Rules) requires a clawback mechanism to be
put in place which would have the effect of increasing 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 if the International Offer Shares are fully subscribed or over-subscribed and certain
prescribed total demand levels are reached. In accordance with paragraph 4.2 of Practice Note 18 of the
Listing Rules (as modified by Rule 18C.09 of the Listing Rules), if the number of Shares validly
applied for under the Hong Kong Public Offering represents (i) 10 times or more but less than 50 times,
and (ii) 50 times or more, of the number of Offer Shares initially available under the Hong Kong Public
Offering, the total number of Offer Shares available under the Hong Kong Public Offering will be
increased to 1,049,750 Offer Shares and 2,099,500 Offer Shares, respectively, representing 10.0% (in
the case of (i)) and 20.0% (in the case of (ii)), respectively, of the total number of Offer Shares initially
available under the Global Offering (before any exercise of the Offer Size Adjustment Option and the
Over-allotment Option). In each case, the number of Offer Shares to be allocated to the International
Offering will be correspondingly reduced and the additional Offer Shares will be allocated between
Pool A and Pool B in such manner as the Overall Coordinators deem appropriate.
The Overall Coordinators may, at their discretion, reallocate Offer Shares initially allocated for
the International Offering to the Hong Kong Public Offering to satisfy valid applications in Pool A and
Pool B in accordance with Chapter 4.14 of the Guide as follows: if (i) the International Offer Shares
are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed or
oversubscribed and the Hong Kong Offer Shares are oversubscribed by less than 10 times of the
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number of Offer Shares initially available under the Hong Kong Public Offering, then up to 524,900
Offer Shares may be reallocated to the Hong Kong Public Offering from the International Offering, so
that the total number of the Offer Shares available under the Hong Kong Public Offering will be
increased to 1,049,800 Offer Shares, representing twice the number of the Offer Shares initially
available under the Hong Kong Public Offering.
The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering
may be reallocated as between these offerings at the discretion of the Overall Coordinators (for
themselves and on behalf of the Underwriters). The Overall Coordinators may reallocate Offer Shares
from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the
Hong Kong Public Offering, in such proportions as the Overall Coordinators may, in its sole and
absolute discretion, determine, subject to the requirements under Chapter 4.14 of the Guide.
If the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators may reallocate
all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such proportions as
the Overall Coordinators may, in its sole and absolute discretion, determine.
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also
undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe or
procure subscribers for their respective applicable proportions of the Offer Shares being offered which
are not taken up under the Global Offering on the terms and conditions of this prospectus and the
Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking and
confirmation in the application submitted by him/her/it that he/she/it and any person(s) for whose
benefit he/she/it is making the application has 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 International Offer Shares under the
International Offering. Such applicant’s application under the International Offering is liable to be
rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject
to application channel), the Offer Price in addition to the brokerage, the SFC transaction levy, the
AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share, amounting to
a total of HK$5,131.24 for one board lot of 50 Offer Shares. See “How to Apply for Hong Kong Offer
Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” for
details.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
The International Offering will consist of 9,972,400 Offer Shares (subject to reallocation, the
Offer Size Adjustment Option and the Over-allotment Option), representing approximately 95.00% of
the total number of Offer Shares initially available under the Global Offering. The number of Offer
Shares initially offered under the International Offering, subject to any reallocation of Offer Shares
between the International Offering and the Hong Kong Public Offering, will represent approximately
9.03% of the enlarged issued share capital of our Company immediately following the completion of
the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised).
Allocation
The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such 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
STRUCTURE OF THE GLOBAL OFFERING
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ordinary business involves dealing in shares and other securities and corporate entities that regularly
invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering
will be effected in accordance with the “book-building” process described in “— Pricing and
Allocation” in this section below and 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 to buy further Offer Shares and/or
hold or sell its Offer Shares after the Listing. 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 Group and the Shareholders as a whole. In addition,
pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of Shares offered in the
Global Offering (excluding any Shares to be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option) will be taken up by independent price setting
investors, as defined under the Listing Rules, in the International Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the Overall
Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public
Offering and to ensure that they are excluded from any allocation of Offer Shares under the
International Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may change
as a result of the clawback arrangement described in the paragraph headed “— The Hong Kong Public
Offering — Reallocation” in this section above, and the exercise of the Offer Size Adjustment Option
and the Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares
originally included in the Hong Kong Public Offering.
OFFER SIZE ADJUSTMENT OPTION
In order to provide the Company with the flexibility to increase the number of Offer Shares
available under the Global Offering to cover additional demand, the Company has an Offer Size
Adjustment Option which will allow the Company to issue up to 1,574,550 additional Offer Shares
(representing 15.0% of the Offer Shares initially being offered under the Global Offering) (the “Offer
Size Adjustment Option Shares”) at the Offer Price. The Offer Size Adjustment Option may be
exercised on or before the second Business Day prior to the Listing Date and will lapse immediately
thereafter.
The Offer Size Adjustment Option is contained in the Hong Kong Underwriting Agreement and is
exercisable by the Company with the prior written agreement between the Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters) on or before the second Business Day
prior to the Listing Date. If it is not exercised by such time, then the Offer Size Adjustment Option will
lapse. In considering whether to exercise the Offer Size Adjustment Option, the Company and the
Overall Coordinators will take into account a number of factors, including, among other things:
(a) whether the level of interest expressed by prospective professional and institutional investors
during the book-building process under the International Offering is sufficient to cover:
(i) the total number of Offer Shares, which represents the aggregate of the Offer Shares
initially available under the Global Offering and the additional Offer Shares upon any
exercise of the Offer Size Adjustment Option; and
(ii) the corresponding number of H Shares under the Over-allotment Option;
(b) the prices at which prospective professional and institutional investors have indicated they
would be prepared to acquire the Offer Shares in the course of the book-building process;
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(c) the quality of investors, with a view to establishing a solid professional institutional and
investor shareholder base to the benefit of the Company and its Shareholders as a whole;
(d) the level of subscriptions by the valid applications in the Hong Kong Public Offering; and
(e) general market conditions.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 1.40% of our enlarged issued share capital immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not exercised).
The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment Option is not
exercised) is set out below:
Number of H Shares issued
under the Global Offering
before the exercise of the
Offer Size Adjustment
Option (the “Original
Subscribers”)
Approximate percentage of
total issued share capital
held by the Original
Subscribers before the
exercise of the Offer Size
Adjustment Option
Number of H Shares issued
under the Global Offering
after the exercise of the
Offer Size Adjustment
Option in full
Approximate percentage of
total issued share capital
held by the Original
Subscribers after the
exercise of the Offer Size
Adjustment Option in full
10,497,300 9.5% 12,071,850 10.77%
The Offer Size Adjustment Option will not be used for price stabilization purposes and will not be
subject to the provisions of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the
Laws of Hong Kong). The Offer Size Adjustment Option will be in addition to the Over-allotment
Option.
The Company will disclose in its allotment results announcement if and to what extent the Offer
Size Adjustment Option has been exercised, the final allocation of Offer Shares between the Hong
Kong Public Offering and the International Offering and the use of the additional proceeds received, or
will confirm that if the Offer Size Adjustment Option has not been exercised by the second Business
Day prior to the Listing Date, it will lapse and cannot be exercised at any future date.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, our Company is expected to grant the Over-allotment
Option to the International Underwriters, exercisable by the Overall Coordinators (on behalf of the
International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any time from
the date of the International Underwriting Agreement until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, to require us to issue up to an aggregate of
1,574,550 additional H Shares (representing not more than 15.00% of the Offer Shares initially
available under the Global Offering (assuming the Offer Size Adjustment Option is not exercised at all)
or up to an aggregate of 1,810,750 H Shares, representing not more than 15.0% of the number of Offer
Shares available under the Global Offering (assuming the Offer Size Adjustment Option is exercised in
full)) at the Offer Price, to cover over-allocations in the International Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is exercised in
full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will represent
approximately 1.40% of the enlarged issued share capital of our Company immediately following the
completion of the Global Offering. If the Offer Size Adjustment Option and the Over-allotment Option
are exercised in full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will
represent approximately 1.60% of the enlarged issued share capital of our Company immediately
following the completion of the Global Offering. If the Over-allotment Option is exercised, an
announcement will be made.
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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 initial public
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 (or any person acting for it), on
behalf of the Underwriters, may make purchases, over-allocate or effect transactions in the market or
otherwise take such stabilizing action(s) with a view to supporting the market price of the H Shares at a
level higher than that which might otherwise prevail for a limited period after the Listing Date.
However, there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any
such stabilizing action. Such stabilizing action, if taken, (i) will be conducted at the sole and absolute
discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of our Company, (ii) may be discontinued at any time and (iii) is
required to be brought to an end within 30 days after the last day for lodging applications under the
Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (i) over-allocating for the purpose of preventing or minimizing
any reduction in the market price of the H Shares, (ii) 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 reduction in the
market price of the H Shares, (iii) purchasing, or agreeing to purchase, the H Shares pursuant to the
Over-allotment Option in order to close out any position established under paragraph (i) or (ii) above,
(iv) 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, (v) selling or agreeing to sell any H
Shares in order to liquidate any position established as a result of those purchases and (vi) offering or
attempting to do anything as described in clauses (ii), (iii), (iv) or (v) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
 the Stabilizing Manager (or any person acting for it) may, in connection with the stabilizing
action, maintain a long position in the H Shares;
 there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or any person acting for it) will maintain such a long position;
 liquidation of any such long position by the Stabilizing Manager (or any person acting for it)
and selling in the open market may have an adverse impact on the market price of the H
Shares;
 no stabilizing action can be taken to support the price of the H Shares for longer than the
stabilization period, which will begin on the Listing Date, and is expected to expire on
Saturday, July 18, 2026, being the 30th day after the last day for lodging applications under
the Hong Kong Public Offering. After this date, when no further stabilizing action may be
taken, demand for the H Shares, and therefore the price of the H Shares, could fall;
 the price of the H Shares cannot be assured to stay at or above the Offer Price by the taking
of any stabilizing action; and
 stabilizing bids or transactions effected in the course of the stabilizing action may be made
at any price at or below the Offer Price and can, therefore, be done at a price below the
price paid by applicants for, or investors in, the Offer Shares.
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In effecting stabilization actions, the Stabilizing Manager (or any person acting for it) may
arrange cover up to an aggregate of 1,574,550 additional H Shares, representing not more than 15.00%
of the Offer Shares initially available under the Global Offering (assuming the Offer Size Adjustment
Option is not exercised at all) or up to an aggregate of 1,810,750 H Shares, representing not more than
15.0% of the number of Offer Shares available under the Global Offering (assuming the Offer Size
Adjustment Option is exercised in full), through delayed delivery arrangements with investors who have
been offered Offer Shares under the International Offering. Both the size of such cover and the extent
to which the Over-allotment Option can be exercised will depend on whether sufficient number of H
Shares will be made available under delayed delivery arrangements. There will be no stabilization
actions and no exercise of the Over-allotment Option should no investors be willing to enter into such
delayed delivery arrangements.
Our Company will ensure that an announcement in compliance with the Securities and Futures
(Price Stabilizing) Rules of the SFO will be made within seven days of the expiration of the
stabilization period.
Over-Allocation
Following any over-allocation of the H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by, among other
methods, exercising the Over-allotment Option in full or in part, using the H Shares purchased by the
Stabilizing Manager (or any person acting for it) in the secondary market at prices that do not exceed
the Offer Price or a combination of these means.
PRICING AND ALLOCATION
Pricing of the Offer Shares
The Offer Price will be HK$101.60 per Offer Share, unless otherwise announced, as further
explained below. Applicants under the Hong Kong Public Offering may be required to pay, on
application (subject to application channel), the Offer Price plus brokerage of 1.0%, SFC transaction
levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%,
amounting to a total of HK$5,131.24 for one board lot of 50 Offer Shares.
The International Underwriters 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 either at different prices or at a particular price. This process, known as
“book-building,” is expected to continue up to, and to cease on or about, the last day for lodging
applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where it deems
appropriate, based on the level of interest expressed by prospective investors during the book-building
process in respect of the International Offering, and with the consent of our Company, reduce the
number of Offer Shares offered below and/or the Offer Price as stated in this prospectus at any time on
or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering.
In such a case, we 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, cause to be published on the websites of our Company and the Stock Exchange at
www.seer-robotics.ai
and www.hkexnews.hk , respectively, notices of the reduction. 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. Upon the issue of such a notice and
supplemental prospectus, the revised number of Offer Shares and/or the Offer Price will be final and
conclusive and the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on
behalf of the Underwriters) and our Company, will be fixed within such revised Offer Price.
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Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to
the possibility that any announcement of a reduction in the number of Offer Shares and/or Offer Price
may not be made until the last day for lodging applications under the Hong Kong Public Offering. Such
notice will also include confirmation or revision, as appropriate, of the working capital statement and
the Global Offering statistics as currently set out in this prospectus, and any other financial information
which may change as a result of any such reduction. 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 by the Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, will under no
circumstances be set outside the Offer Price as stated in this prospectus.
If there is any change to the offer size due to change in the number of Offer Shares offered in the
Global Offering (other than pursuant to the reallocation mechanism as disclosed in this prospectus), or
change to the Offer Price which leads to the resulting price falling outside the indicative Offer Price as
stated in this prospectus, or if the Company becomes aware that there has been a significant change
affecting any matter contained in this prospectus or a significant new matter has arisen, the inclusion of
information in respect of which would have been required to be in this prospectus if it had arisen
before this prospectus was issued, after the issue of this prospectus and before the commencement of
dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, our Company is required
to cancel the Global Offering and issue a supplemental prospectus or a new prospectus and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Announcement of Final Pricing of the Offer Shares
The final pricing of the Offer Shares, the level of indications of interest in the International
Offering, the level of applications in the Hong Kong Public Offering, the basis of allocations of the
Hong Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are expected
to be made available through a variety of channels in the manner described in “How to Apply for Hong
Kong Offer Shares — B. Publication of Results.”
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the
terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among other things,
the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company agreeing
on the Offer Price.
Our Company expects to enter into the International Underwriting Agreement relating to the
International Offering on or around June 22, 2026.
These underwriting arrangements, including the Underwriting Agreements, are summarized in
“Underwriting.”
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
 the Stock Exchange granting approval for the listing of, and permission to deal in, the H
Shares in issue and to be issued pursuant to the Global Offering (including any additional H
Shares that may be issued pursuant to the exercise of the Offer Size Adjustment Option and
the Over-allotment Option), on the Main Board of the Stock Exchange and such approval not
subsequently having been withdrawn or revoked prior to the Listing Date;
 the pricing of the Offer Shares having been agreed between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our Company;
 the execution and delivery of the International Underwriting Agreement on or around June
22, 2026; and
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 the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the International
Underwriting Agreement becoming and remaining 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 respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times) and, in
any event, not later than the date which is 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 dates and times 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 websites of our Company and
the Stock Exchange at www.seer-robotics.ai
and www.hkexnews.hk , respectively, on the next day
following such lapse. In such a situation, all application monies will be returned, without interest, on
the terms set out in “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share
Certificates and Refund of Application Monies.” 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).
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on
Wednesday, June 24, 2026, provided that the Global Offering has become unconditional in all respects
at or before that time.
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
Hong Kong on Wednesday, June 24, 2026, it is expected that dealings in the H Shares on the Stock
Exchange will commence at 9:00 a.m. on Wednesday, June 24, 2026.
The H Shares will be traded in board lots of 50 H Shares each and the stock code of the H Shares
will be 06106.
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.seer-robotics.ai
.
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
You 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; and
 have a Hong Kong address ( for the White Form eIPO service only ).
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 close associates; or
 are a Director, or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, June 15, 2026 and end
at 12:00 noon on Thursday, June 18, 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
White Form eIPO service .. Website:
www.eipo.com.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 Monday, June 15,
2026 to 11:30 a.m. on Thursday,
June 18, 2026, Hong Kong time. The
latest time for completing full
payment of application monies will
be 12:00 noon on Thursday, June 18,
2026, Hong Kong time.
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Application Channel Platform Target Investors Application Time
HKSCC EIPO channel ... Your 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 White Form eIPO 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 White Form eIPO service, once you complete payment in respect
of any application instructions given by you or for your benefit through the White Form eIPO 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 White Form eIPO 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 White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as
supplemented and amended by the terms and conditions of the White Form eIPO service.
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
You 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
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For Individual/Joint Applicants For Corporate Applicants
 Identity document type, with order of priority:  Identity document’s issuing country or jurisdiction:
i. HKID card; or i. LEI registration document; or
ii. National identification document; or ii. Certificate of incorporation; or
iii. Passport; and iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number  Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address, a contact
telephone number and a Hong Kong address. You 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 Hong Kong ID number,
you must confirm that you do not hold a Hong Kong ID card.
(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 Hong Kong ID card (including both Hong Kong Residents and
Hong Kong Permanent Residents), the Hong Kong ID 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.
(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
such 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 Overall Coordinators, as our agents, have discretion to consider whether to accept
it on any conditions we or they 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 : 50 H Shares
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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$101.60 per Offer Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require
you to pre-fund your application in such
amount as determined by the broker or
custodian , based on the applicable laws and
regulations in Hong Kong. You are responsible
for complying with any such pre-funding
requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
By instructing your broker or custodian to
apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you
(and, if you are joint applicants, each of you
jointly and severally) are deemed to have
instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange
payment of the Offer Price, brokerage, SFC
transaction levy, the Stock Exchange trading
fee and the AFRC transaction levy by debiting
the relevant nominee bank account at the
designated bank for your broker or custodian .
If you are applying through the White Form
eIPO service, you may refer to the table below
for the amount payable for the number of Offer
Shares you have selected. You must pay the
respective amount payable on application in
full upon application for Hong Kong Offer
Shares.
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
No. of Hong Kong
Offer Shares
applied for
Amount payable (2)
on application
HK$ HK$ HK$ HK$
50 5,131.24 600 61,574.78 4,000 410,498.54 40,000 4,104,985.45
100 10,262.46 700 71,837.25 4,500 461,810.86 50,000 5,131,231.80
150 15,393.69 800 82,099.70 5,000 513,123.18 60,000 6,157,478.15
200 20,524.93 900 92,362.18 6,000 615,747.81 70,000 7,183,724.52
250 25,656.17 1,000 102,624.63 7,000 718,372.45 80,000 8,209,970.88
300 30,787.39 1,500 153,936.95 8,000 820,997.09 90,000 9,236,217.25
350 35,918.62 2,000 205,249.27 9,000 923,621.72 100,000 10,262,463.60
400 41,049.86 2,500 256,561.59 10,000 1,026,246.35 150,000 15,393,695.40
450 46,181.08 3,000 307,873.91 20,000 2,052,492.72 200,000 20,524,927.20
500 51,312.32 3,500 359,186.22 30,000 3,078,739.08 262,450
(1) 26,933,835.72
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
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(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)
and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange
(in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the
AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
5. Multiple Applications Prohibited
You 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. Applications 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 White Form eIPO service, (ii) HKSCC EIPO
channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an
application through the White Form eIPO 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.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO 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 authorise us and/or the Overall
Coordinators (or their agents or nominees), 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;
(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 White Form eIPO
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 the Global Offering 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 Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Underwriters and the Capital Market
Intermediaries, their or our Company’s respective directors, officers, employees, partners,
agents, advisers and any other parties involved in the Global Offering (the “ Relevant
Persons ”), the H Share Registrar and HKSCC will not be liable for any information and
representations not in this prospectus and any supplement to it;
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(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
paragraphs headed “— G. Personal Data — 3. 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;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by our Company, any of the Directors, chief executive of our
Company, substantial Shareholder(s) or existing Shareholder(s) 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 our Company, any of the Directors, chief executive
of our Company, substantial Shareholder(s) or existing Shareholder(s) or any of its
subsidiaries or any of their respective close associates in relation to the acquisition, disposal,
voting or other disposition of the H 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 Overall Coordinators 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;
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(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 H Share Registrar 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; 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
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website ...... The designated results of allocation at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment ) with a “search by ID”
function.
24 hours, from 11:00 p.m. on Tuesday,
June 23, 2026 to 12:00 midnight on
Monday, June 29, 2026 (Hong Kong
time)
The full list of (i) wholly or partially successful applicants using the
White Form eIPO service and HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares conditionally allotted to them,
among other things, will be displayed on the “Allotment Results” page
of the White Form eIPO service at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment ).
The Stock Exchange’s website at www.hkexnews.hk and our website at
www.seer-robotics.ai which will provide links to the abovementioned
websites of the H Share Registrar.
No later than 11:00 p.m. on Tuesday,
June 23, 2026 (Hong Kong time)
Telephone +852 2862 8555 — 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 24, 2026,
Thursday, June 25, 2026,
Friday, June 26, 2026 and
Monday, June 29, 2026 (Hong Kong
time)
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Monday, June 22, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Monday,
June 22, 2026 (Hong Kong time) 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 www.hkexnews.hk
and our website at www.seer-robotics.ai
by no later than 11:00 p.m. on Tuesday, June 23, 2026 (Hong Kong time).
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C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You 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:
Your 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 Overall Coordinators, 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 H 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. You 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;
 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 Overall Coordinators 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 H 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.
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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
You 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 H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H 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 Wednesday, June 24,
2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of
termination described in “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 evidence of title 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.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate (1)
For application of 200,000 Hong Kong
Offer Shares or more ........
Collection in person from H Share Registrar,
Computershare Hong Kong Investor Services
Limited, at Shops 1712−1716, 17th Floor, Hopewell
Centre, 183 Queen’s Road East, Wan Chai, Hong
Kong
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
Time: 9:00 a.m. to 1:00 p.m. on Wednesday, June 24,
2026 (Hong Kong time)
No action by you is required
If you are an individual, you must not authorise any
other person to collect for you. If you are a
corporate applicant, your authorised representative
must bear a letter of authorization from your
corporation stamped with your corporation’s chop
Both individuals and authorised 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
For application of less than 200,000
Hong Kong Offer Shares .......
Your H Share certificate(s) will be sent to the address
specified in your application instructions by
ordinary post at your own risk
Time: Tuesday, June 23, 2026
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White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date .................. Wednesday, June 24, 2026 Subject to the arrangement between you and your
broker or custodian
Responsible party ........... H Share Registrar Your broker or custodian
Application monies paid through single
bank account .............
White Form e-Refund payment instructions to your
designated bank account
Your broker or custodian will arrange refund to your
designated bank account subject to the arrangement
between you and it
Application monies paid between you
and it 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
Note:
(1) Except in the event of a No. 8 typhoon warning signal or above, a black rainstorm warning signal and/or an “extreme
conditions” as announced by the Hong Kong Government in the morning on Tuesday, June 23, 2026 rendering it
impossible for the relevant H Share certificates to be despatched to HKSCC in a timely manner, our 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. You may refer to the paragraph headed “— E. Severe Weather
Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, June 18, 2026 if, there is/are:
 a No. 8 typhoon warning signal or above;
 a black rainstorm warning signal; and/or
 an Extreme Condition,
(collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, June 18, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and close at 12:00 noon on the next
business day which does not have Severe 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 “Expected Timetable,” an announcement will be made and published on the Stock
Exchange’s website at www.hkexnews.hk
and our website at www.seer-robotics.ai of the revised
timetable.
If a Severe Weather Signal is hoisted on Tuesday, June 23, 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 24, 2026.
If a Severe Weather Signal is hoisted on Wednesday, June 24, 2026, for application of 200,000
Hong Kong Offer Shares or more, you may collect any refund cheque (where applicable) and/or share
certificates in person from the H Share Registrar’s office after the Severe Weather Signal is lowered or
cancelled (e.g. in the afternoon of Wednesday, June 24, 2026 or on Thursday, June 25, 2026).
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If a Severe Weather Signal is hoisted on Tuesday, June 23, 2026, for the application of less than
200,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) and/or refund
cheque(if applicable) will be made by ordinary post when the post office re-opens after the Severe
Weather Signal is lowered or cancelled (e.g. in the afternoon of Tuesday, June 23, 2026 or on
Wednesday, June 24, 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.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock
Exchange and we comply 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 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 H Shares to be admitted into CCASS.
You 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 our Company, the H Share Registrar, the receiving banks 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 our 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 your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that
personal data supplied to our 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 our 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 our Company
and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
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3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and White Form e-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;
 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 H Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of our Company;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends, rights issues,
bonus issues, etc.;
 distributing communications from our Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable our
Company and the H Share Registrar to discharge their obligations to applicants and holders
of the H Shares and/or regulators and/or any other purposes to which applicants and holders
of the H Shares may from time to time agree.
4. Transfer of personal data
Personal data held by our Company and the H Share Registrar relating to the applicants for and
holders of Hong Kong Offer Shares will be kept confidential but our 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:
 our Company’s appointed agents such as financial advisers, receiving banks 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 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 our Company or the H Share
Registrar in connection with their respective business operation;
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 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.
5. Retention of personal data
Our 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 fulfil 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 our
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. Our 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 our Company and the H Share Registrar, at their registered address disclosed in
“Corporate information” 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.
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF SHANGHAI SEER INTELLIGENT TECHNOLOGY CO., LTD. AND CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED
Introduction
We report on the historical financial information of Shanghai Seer Intelligent Technology Co.,
Ltd. (the “ Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-62, which
comprises the consolidated statements of profit or loss, statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group for each of the years ended 31
December 2023, 2024 and 2025 (the “ Relevant Periods ”), and 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 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-62 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated 15 June 2026 (the “ Prospectus ”) in connection with the initial listing of the shares of
the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock
Exchange ”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out in note
2.1 to the Historical Financial Information and for such internal control as the directors 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 the Historical Financial Information that
gives a true and fair view in accordance with the basis of preparation set out in note 2.1 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 –


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Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the financial position of the Group and the Company as at 31 December
2023, 2024 and 2025 and of the financial performance and cash flows of the Group for each of the
Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the Historical
Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange 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 12 to the Historical Financial Information which states that no dividends have
been paid by the Company in respect of the Relevant Periods.
Certified Public Accountants
Hong Kong
15 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
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I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical Financial
Information is based, were audited by Ernst & Young in accordance with Hong Kong Standards on
Auditing issued by the HKICPA (the “ Underlying Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
(A) Consolidated Statements of Profit or Loss
Notes
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Revenue ............................ 5 249,023 339,323 441,877
Cost of sales ......................... (126,597) (183,638) (232,582)
Gross profit .......................... 122,426 155,685 209,295
Other income and gains ................... 6 5,784 10,576 11,629
Selling and distribution expenses .............. (72,279) (88,985) (105,667)
Administrative expenses ................... (36,783) (42,929) (67,654)
Research and development expenses ............ (63,749) (71,311) (79,168)
Impairment losses on financial assets, net ......... (622) (1,932) (10,576)
Other expenses ........................ (200) (98) (1,540)
Finance costs ......................... 8 (1,561) (2,163) (3,116)
LOSS BEFORE TAX .................... 7 (46,984) (41,157) (46,797)
Income tax expense ..................... 11 (720) (1,151) (269)
LOSS FOR THE YEAR .................. (47,704) (42,308) (47,066)
Attributable to:
Owners of the parent ................... (47,704) (42,308) (47,066)
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE PARENT
Basic and diluted (RMB) ................. 13 (0.53) (0.46) (0.48)
For the details of Pre-IPO Investments, please refer to Note 30 to this report.
(B) Consolidated Statements of Comprehensive Income
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
LOSS FOR THE YEAR ................... (47,704) (42,308) (47,066)
OTHER COMPREHENSIVE (LOSS)/INCOME
Other comprehensive (loss)/income to be reclassified to
profit or loss in subsequent periods:
Exchange differences on translation of foreign
operations .......................... — (6) 382
OTHER COMPREHENSIVE (LOSS)/INCOME FOR
THE YEAR, NET OF TAX ................ — (6) 382
TOTAL COMPREHENSIVE LOSS FOR THE YEAR . (47,704) (42,314) (46,684)
Attributable to:
Owners of the parent .................... (47,704) (42,314) (46,684)
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


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(C) Consolidated Statements of Financial Position
Notes
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ............... 14 5,706 4,518 5,668
Right-of-use assets ...................... 15 15,603 19,809 27,885
Other intangible assets .................... 16 1,271 1,095 1,869
Other long-term receivables ................. 17 1,560 1,312 1,224
Equity investments designated at fair value through
other comprehensive income ............... — — 250
Other non-current assets ................... 18 635 1,494 1,871
Total non-current assets ................... 24,775 28,228 38,767
CURRENT ASSETS
Inventories .......................... 19 85,285 94,898 107,123
Trade and notes receivables ................. 20 53,741 108,973 169,569
Debt instruments at fair value through other
comprehensive income .................. 21 7,907 4,353 3,494
Prepayments, other receivables and other assets ..... 22 10,534 11,257 17,589
Financial assets at fair value through profit or loss ... 23 — 2,083 18,012
Restricted bank deposits ................... 24 161 408 1,007
Cash and cash equivalents .................. 24 99,681 92,859 153,940
Total current assets ...................... 257,309 314,831 470,734
CURRENT LIABILITIES
Trade and bills payables ................... 25 42,816 74,910 130,076
Other payables and accruals ................. 26 35,503 41,342 50,872
Contract liabilities ...................... 27 45,226 46,147 37,051
Interest-bearing bank borrowings .............. 28 34,013 52,479 103,747
Provision ........................... 29 624 860 1,116
Tax payable .......................... 594 237 80
Lease liabilities ........................ 15 2,609 4,891 6,100
Total current liabilities .................... 161,385 220,866 329,042
NET CURRENT ASSETS ..................
95,924 93,965 141,692
TOTAL ASSETS LESS CURRENT LIABILITIES .... 120,699 122,193 180,459
NON-CURRENT LIABILITIES
Interest-bearing bank borrowings .............. 28 — 9,000 9,000
Lease liabilities ........................ 15 12,553 15,437 22,471
Total non-current liabilities ................. 12,553 24,437 31,471
NET ASSETS ......................... 108,146 97,756 148,988
EQUITY
Paid-in capital ........................ 30 11,370 11,617 —
Share capital ......................... 30 — — 100,000
Reserves ............................ 32 96,776 86,139 48,988
Total equity .......................... 108,146 97,756 148,988
For the details of Pre-IPO Investments, please refer to Note 30 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


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(D) Consolidated Statements of Changes in Equity
Attributable to owners of the parent
Paid-in capital Other reserves *
Exchange
fluctuation *
Accumulated
loss* Total
Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 .................. 10,465 237,771 — (119,143) 129,093
Loss for the year .................. — — — (47,704) (47,704)
Total comprehensive loss for the year .......... — — — (47,704) (47,704)
Capital injection .................. 905 — — — 905
Business combination under common control ....... 33 — (945) — — (945)
Equity-settled share-based payments of the Company ... — 26,797 — — 26,797
At 31 December 2023 ................ 11,370 263,623 — (166,847) 108,146
At 31 December 2023 and 1 January 2024 ........ 11,370 263,623 — (166,847) 108,146
Loss for the year .................. — — — (42,308) (42,308)
Other comprehensive loss for the year:
Exchange differences on translation of foreign operations .. — — (6) — (6)
Total comprehensive loss for the year .......... — — (6) (42,308) (42,314)
Capital injection .................. 247 — — — 247
Equity-settled share-based payments of the Company ... — 31,677 — — 31,677
At 31 December 2024 ................ 11,617 295,300 (6) (209,155) 97,756
Attributable to owners of the parent
Paid-in capital Share capital Other reserves *
Exchange
fluctuation *
Accumulated
loss* Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2024 and 1 January 2025 ....... 11,617 — 295,300 (6) (209,155) 97,756
Loss for the year ................. ———— (47,066) (47,066)
Other comprehensive income for the year:
Exchange differences on translation of foreign operations . — — — 382 — 382
Total comprehensive loss for the year ......... — — — 382 (47,066) (46,684)
Conversion into a joint stock company ........ (11,617) 11,617 (246,376) — 246,376 —
Issue of new shares ................ — 792 68,325 — — 69,117
Other reserve converted into share capital ....... — 87,591 (87,591) — — —
Equity-settled share-based payments of the Company .. — — 28,799 — — 28,799
At 31 December 2025 ............... — 100,000 58,457 376 (9,845) 148,988
* The reserve accounts comprise the consolidated reserves of RMB96,776,000, RMB86,139,000 and RMB48,988,000 in the
consolidated statements of financial position as at the end of each of the Relevant Periods, respectively.
(E) Consolidated Statements of Cash Flows
Notes
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM
/(USED IN) OPERATING ACTIVITIES
Loss before tax ........................ (46,984) (41,157) (46,797)
Adjustments for:
Finance costs ......................... 8 1,561 2,163 3,116
Other interest income from financial assets at fair value
through profit or loss ................... 6 (332) (436) (1,418)
Loss/(gain) on disposal of items of property, plant and
equipment and right of use assets ............ 98 (4) 26
Depreciation of items of property, plant and equipment . 14 3,426 2,781 2,613
Depreciation of right of use assets ............. 15 5,587 5,546 6,241
Amortization of intangible assets .............. 16 196 176 238
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


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Notes
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Impairment losses of trade and notes receivables .... 7 622 1,932 10,576
Write-down of inventories to net realizable value .... 7 1,122 2,638 1,279
Foreign exchange differences ................ (162) (418) 1,412
Equity-settled share-based payment expenses ....... 7 26,797 31,677 28,799
(8,069) 4,898 6,085
Decrease/ (increase) in inventories ............. 7,599 (12,251) (13,504)
Increase in trade and notes receivables .......... (17,499) (57,164) (71,172)
Decrease in amounts due from related parties ...... 10,781 — —
(Increase)/decrease in debt instruments at fair value
through other comprehensive income .......... (5,221) 3,554 859
Decrease/(increase) in prepayments, other receivables
and other assets ...................... 1,345 (723) (4,158)
Decrease/(increase) in restricted bank deposits ...... 1,018 (247) (599)
Decrease in other long-term receivables .......... 248 248 88
Decrease/(increase) in other non-current assets ...... 660 (859) (377)
Increase in trade and bills payables ............ 17,861 32,094 55,166
(Decrease)/increase in contract liabilities ......... (612) 921 (9,096)
Increase in provision ..................... 163 236 256
Increase in other payables and accruals .......... 2,170 5,839 9,080
Cash generated from/(used in) operations ......... 10,444 (23,454) (27,372)
Taxes paid ........................... (128) (1,508) (426)
Net cash flows from/(used in) operating activities .... 10,316 (24,962) (27,798)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of items of property, plant and equipment .. (4,119) (2,526) (3,788)
Purchase of other intangible assets ............. (71) — (1,012)
Purchase of financial assets measured at fair value
through profit or loss ................... (271,461) (173,040) (427,312)
Disposal of financial assets measured at fair value
through profit or loss ................... 271,793 171,393 412,801
Proceeds from disposal of items of property, plant and
equipment ......................... 243 937 —
Purchase of equity investments designed at fair value
through other comprehensive income ......... — — (250)
Net cash flows used in investing activities ........ (3,615) (3,236) (19,561)
CASH FLOWS FROM FINANCING ACTIVITIES
New bank borrowings .................... 46,280 82,250 122,000
Repayment of bank loans .................. (25,800) (54,830) (70,696)
Interest paid .......................... (722) (1,417) (2,346)
Proceeds from capital injection ............... 905 247 69,117
Payment of lease liabilities ................. (6,425) (5,286) (6,880)
Payment of business combination under
common control ...................... 33 (945) — —
Payment of listing expense ................. — — (1,725)
Net cash flows from financing activities ......... 13,293 20,964 109,470
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIV ALENTS ................. 19,994 (7,234) 62,111
Cash and cash equivalents at beginning of year ..... 79,525 99,681 92,859
Effect of foreign exchange rate changes, net ....... 162 412 (1,030)
CASH AND CASH EQUIV ALENTS
AT END OF YEAR ................... 99,681 92,859 153,940
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 309 ---
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
ANALYSIS OF BALANCES OF CASH AND CASH
EQUIV ALENTS
Cash and bank balances ................... 99,842 93,267 154,947
Less: Restricted bank deposits ............... 161 408 1,007
Cash and cash equivalents as stated in the consolidated
statements of financial position and the consolidated
statements of cash flows ................. 99,681 92,859 153,940
(F) STATEMENT OF FINANCIAL POSITION OF THE COMPANY
Notes
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ............... 14 5,689 4,498 4,369
Right-of-use assets ...................... 15 15,603 19,809 14,944
Other intangible assets .................... 16 969 845 1,671
Investments in subsidiaries ................. 10 484 13,254
Other long-term receivables ................. 17 600 400 200
Equity investments designated at fair value through
other comprehensive income ............... — — 250
Other non-current assets ................... 18 635 1,494 1,871
Total non-current assets ................... 23,506 27,530 36,559
CURRENT ASSETS
Inventories .......................... 19 94,510 111,358 122,261
Trade and notes receivables ................. 20 53,683 108,915 175,086
Debt instruments at fair value through other
comprehensive income .................. 21 7,907 4,353 3,494
Prepayments, other receivables and other assets ..... 22 10,055 10,975 17,720
Financial assets at fair value through profit or loss ... 23 — 2,083 18,012
Restricted bank deposits ................... 24 161 408 1,007
Cash and cash equivalents .................. 24 97,022 92,311 139,627
Total current assets ...................... 263,338 330,403 477,207
CURRENT LIABILITIES
Trade and bills payables ................... 25 71,526 122,434 195,578
Other payables and accruals ................. 26 30,894 36,458 43,750
Contract liabilities ...................... 27 43,102 46,147 36,973
Interest-bearing bank borrowings .............. 28 34,013 50,179 98,019
Provisions ........................... 29 624 860 1,116
Lease liabilities ........................ 15 2,609 4,891 5,316
Total current liabilities .................... 182,768 260,969 380,752
NET CURRENT ASSETS ..................
80,570 69,434 96,455
TOTAL ASSETS LESS CURRENT LIABILITIES .... 104,076 96,964 133,014
NON-CURRENT LIABILITIES
Interest-bearing bank borrowings .............. 28 — 9,000 9,000
Lease liabilities ........................ 15 12,553 15,437 9,887
Total non-current liabilities ................. 12,553 24,437 18,887
NET ASSETS ......................... 91,523 72,527 114,127
EQUITY
Paid-in capital ........................ 30 11,370 11,617 —
Share capital ......................... 30 — — 100,000
Reserves ............................ 32 80,153 60,910 14,127
Total equity .......................... 91,523 72,527 114,127
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II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
Shanghai Seer Intelligent Technology Co., Ltd. is a limited liability company incorporated in
Shanghai. The registered office of the Company is located at Building 11, Lane 2777, Jinxiu East Road,
China (Shanghai) Pilot Free Trade Zone.
During the Relevant Periods, the Group provided one-stop robotics solutions through their
platform by integrating robotic controllers, robot integrating their proprietary robotic controllers and
software. The Group mainly generates revenue from sales of robots and robotic controllers, along with
fees charged for proprietary software.
The Company has been converted into a joint stock company with limited liability on 24 March
2025.
As at the end of the Relevant Periods, the Company had direct interests in its subsidiaries, the
particulars of which are set out below:
Information about subsidiaries
Name
Date and place of
incorporation/
registration
Nominal value of issued
ordinary/
registered share capital
Percentage of equity
attributable to the Company
Principal activitiesDirect Indirect
Shanghai Seer Soft Information
Technology Co., Ltd. (a)(b)(c) .
28 April 2018
Chinese Mainland
RMB1,000,000 100% — Services of information and
intelligent technology
Jiangsu Xianjue Intelligent
Technology Co., Ltd. (a)(b) ..
16 April 2020
Chinese Mainland
RMB10,000,000 100% — Manufacture and sales of
industrial products
Shanghai Xiangang Technology
Co., Ltd. (a)(b) ........
5 March 2023
Chinese Mainland
RMB1,000,000 100% — Manufacture and sales of
industrial products
SEER Intelligent HK Holding
Limited (d) ..........
14 November 2023
Hong Kong
HKD10,000 100% — Investment holding
Seer Robotics Europe GmbH (d) . 16 October 2024
Germany
EUR100,000 100% — Manufacture and sales of
industrial products
Wuxi Seer Intelligent Technology
Co., Ltd. (d) .........
22 April 2025
Chinese Mainland
RMB10,000,000 100% — Manufacture and sales of
industrial Products
Shanghai Seer Robot Co., Ltd.
(d) ..............
15 October 2025
Chinese Mainland
RMB1,000,000 100% — Manufacture and sales of
industrial Products
(a) The statutory financial statements of these entities for the year ended 31 December 2023, prepared in accordance with
Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Branch,
Baker Tilly International Certified Public Accountants, a certified public accounting firm registered in the PRC.
(b) The statutory financial statements of these entities for the year ended 31 December 2024, prepared in accordance with
Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Branch,
Gongzheng Tianye Certified Public Accountants, a certified public accounting firm registered in the PRC.
(c) The statutory financial statements of this entity for the year ended 31 December 2025, prepared in accordance with
Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Jinhang
Certified Public Accountants Co., Ltd., a certified public accounting firm registered in the PRC.
(d) No audited financial statements have been prepared for the entity since its incorporation, as the entity was not subject to
any statutory audit requirements under the relevant rules and regulations in its jurisdiction of incorporation.
2.1 BASIS OF PREPARATION
For ordinary shares issued to Pre-IPO Investors, pursuant to the supplemental agreements entered
into between the Company and the Pre-IPO Investors in relation to the termination of certain of special
rights granted by the Company, including redemption rights, liquidation preferences and anti-dilution
rights, which are void ab initio as described in note 30 to this report, having taking into account the
legal and regulatory framework of the Company’s jurisdiction and the governing law of the
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supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO
Investments as equity throughout the Relevant Periods. For the details of financial impacts, see note 30
to this report.
The Historical Financial Information has been prepared in accordance with IFRS Accounting
Standards, which comprise all standards and interpretations approved by the International Accounting
Standards Board (“ IASB”). All IFRS Accounting Standards effective for the accounting period
commencing from 1 January 2025, together with the relevant transitional provisions, have been adopted
by the Group in the preparation of the Historical Financial Information throughout the Relevant
Periods.
The Historical Financial Information has been prepared under the historical cost convention
except for certain financial instruments which have been measured at fair value at the end of each of
the Relevant Periods.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its
subsidiaries (collectively referred to as the “ Group ”) for the Relevant Periods. A subsidiary is an entity,
directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee (i.e., existing rights that give the Group the current ability
to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the
Company has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the
Company, using consistent accounting policies. The results of subsidiaries are consolidated from the
date on which the Group obtains control, and continue to be consolidated until the date that such
control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of
the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control described above. A change in the
ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises
the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The
Group’s share of components previously recognised in other comprehensive income is reclassified to
profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group
had directly disposed of the related assets or liabilities.
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2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have
been issued but are not yet effective, in this Historical Financial Information.
Amendments to IFRS 10 and
IAS 28
Sale or Contribution of Assets between an Investor
and its Associate or Joint V enture 1
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of
Financial Instruments 2
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 2
IFRS 18 Presentation and Disclosure in Financial Statements 3
IFRS 19 Subsidiaries without Public Accountability Disclosures 3
Amendments to IFRS 19 Subsidiaries without Public Accountability Disclosures 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 3
Annual Improvements to IFRS
Accounting Standards
— V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and
IAS 7
2
1 No mandatory effective date yet determined but available for adoption
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual/reporting periods beginning on or after 1 January 2027
The Group is in the process of making an assessment of the impact of these new and amended
IFRS Accounting Standards upon initial application. The application of IFRS 18 will have no impact on
the consolidated statement of financial position of the Group, but will have impact on the presentation
of the consolidated statement of profit or loss and the consolidated statement of comprehensive income.
Up to now, except for IFRS 18, the Group considers that these new and amended IFRS Accounting
Standards will not have a significant impact on the Group’s financial statements.
2.3 MATERIAL ACCOUNTING POLICIES
Fair value measurement
The Group measures its debt instruments at fair value through other comprehensive income,
equity investments designated at fair value through other comprehensive income, financial assets at fair
value through profit and loss at the end of each of Relevant Periods. Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either in the principal market for the
asset or liability, or in the absence of a principal market, in the most advantageous market for the asset
or liability. The principal or the most advantageous market must be accessible by the Group. The fair
value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorised within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 — based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
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Level 3 — based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing
categorisation (based on the lowest level input that is significant to the fair value measurement as a
whole) at the end of the Relevant Periods.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is
required (other than inventories, financial assets, and non-current assets), the asset’s recoverable
amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s
value in use and its fair value less costs of disposal, and is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets, in which case the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate
asset (e.g., a headquarters building) is allocated to an individual cash-generating unit if it can be
allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating
units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated future cash flows are 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. An impairment loss is charged to the statement of profit or loss in the
period in which it arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of the Relevant Periods as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an
indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an
asset other than goodwill is reversed only if there has been a change in the estimates used to determine
the recoverable amount of that asset, but not to an amount higher than the carrying amount that would
have been determined (net of any depreciation/amortisation) had no impairment loss been recognised
for the asset in prior years. A reversal of such an impairment loss is credited to the statement of profit
or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and 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 of a parent of the
Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
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(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary
or fellow subsidiary of the other entity);
(iii) the entity and the Group 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); and
(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 parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less
accumulated depreciation and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to its
working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation,
such as repairs and maintenance, is normally charged to the statement of profit or loss in the period in
which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a
major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant
parts of property, plant and equipment are required to be replaced at intervals, the Group recognises
such parts as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property,
plant and equipment to its residual value over its estimated useful life. The principal annual rates used
for this purpose are as follows:
Leasehold improvements 33.33%−50.00%
Machinery 20.00%
Furniture and fixtures 20.00%
Electronic devices 10.00%−33.33%
Vehicles 10.00%
Where parts of an item of property, plant and equipment have different useful lives, the cost of
that item is allocated on a reasonable basis among the parts and each part is depreciated separately.
Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at
least at each financial year end.
An item of property, plant and equipment including any significant part initially recognised is
derecognised upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss on disposal or retirement recognised in the statement of profit or loss in the year the
asset is derecognised is the difference between the net sales proceeds and the carrying amount of the
relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is
reclassified to the appropriate category of property, plant and equipment when completed and ready for
use.
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Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is the fair value at the date of acquisition. The
useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with
finite lives are subsequently amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and
the amortisation method for an intangible asset with a finite useful life are reviewed at least at each
financial year end.
Research and development expenses
All research costs are charged to the statement of profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when
the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be
available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset
will generate future economic benefits, the availability of resources to complete the project and the
ability to measure reliably the expenditure during the development. Product development expenditure
which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated
depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms
and the estimated useful lives of the assets as follows:
Buildings 2 to 6 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of
the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for termination of a lease, if the lease term reflects the Group
APPENDIX I ACCOUNTANTS’ REPORT
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exercising the option to terminate the lease. The variable lease payments that do not depend on an
index or a rate are recognised as an expense in the period in which the event or condition that triggers
the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in lease
payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a
change in assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of
machinery and equipment (that is those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the recognition exemption
for leases of low-value assets to leases of office equipment and laptop computers that are considered to
be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense
on a straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component or for which the
Group has applied the practical expedient of not adjusting the effect of a significant financing
component, the Group initially measures a financial asset at its fair value plus in the case of a financial
asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15 in accordance with the policies set out for
“Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through
other comprehensive income, it needs to give rise to cash flows that are solely payments of principal
and interest (“ SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not
SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with the objective to hold financial
assets in order to collect contractual cash flows, while financial assets classified and measured at fair
value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling. Financial assets which are not held within the
aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace are recognised on the trade date, that is, the
date that the Group commits to purchase or sell the asset.
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Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognised in the statement of profit or loss when
the asset is derecognised, modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt instruments at fair value through other comprehensive income, interest income, foreign
exchange revaluation and impairment losses or reversals are recognised in the statement of profit or
loss and computed in the same manner as for financial assets measured at amortised cost. The
remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the
cumulative fair value change recognised in other comprehensive income is recycled to the statement of
profit or loss.
Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as
equity investments designated at fair value through other comprehensive income when they meet the
definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The
classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss.
Dividends are recognised as other income in the statement of profit or loss when the right of payment
has been established, except when the Group benefits from such proceeds as a recovery of part of the
cost of the financial asset, in which case, such gains are recorded in other comprehensive income.
Equity investments designated at fair value through other comprehensive income are not subject to
impairment assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value recognised in the statement of profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of
financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a “pass-through” arrangement; and either (a) the Group has transferred substantially all the
risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of
ownership of the asset. When it has neither transferred nor retained substantially all the risks and
rewards of the asset nor transferred control of the asset, the Group continues to recognise the
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transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs”) for all debt instruments
not held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will
include cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
At the end of each of the Relevant Periods, the Group assesses whether the credit risk on a
financial instrument has increased significantly since initial recognition. When making the assessment,
the Group compares the risk of a default occurring on the financial instrument as at the end of each of
the Relevant Periods with the risk of a default occurring on the financial instrument as at the date of
initial recognition and considers reasonable and supportable information that is available without undue
cost or effort, including historical and forward-looking information. The Group considers that there has
been a significant increase in credit risk when contractual payments are more than 90 days past due.
The Group considers a financial asset in default when contractual payments are 365 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
Debt instruments at fair value through other comprehensive income and financial assets at
amortised cost are subject to impairment under the general approach and they are classified within the
following stages for measurement of ECLs except for trade receivables and contract assets which apply
the simplified approach as detailed below.
Stage 1 — Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 — Financial instruments for which credit risk has increased significantly since initial recognition
but that are not credit-impaired financial assets and for which the loss allowance is measured at
an amount equal to lifetime ECLs
Stage 3 — Financial assets that are credit-impaired at the end of each of the Relevant Periods (but that are
not purchased or originated credit-impaired) and for which the loss allowance is measured at an
amount equal to lifetime ECLs
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Simplified approach
For trade receivables and contract assets that do not contain a significant financing component or
when the Group applies the practical expedient of not adjusting the effect of a significant financing
component, the Group applies the simplified approach in calculating ECLs. Under the simplified
approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at the end of each of the Relevant Periods. The Group has established a provision
matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific
to the debtors and the economic environment.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of financial liability and equity
instrument.
A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another
financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another
entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will or may
be settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is or
may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative
that will or may be settled other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of the entity’s own equity instruments.
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all of its liabilities.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings or payables, as
appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables and interest-bearing bank
borrowings.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables, and interest-bearing borrowings are
subsequently measured at amortised cost, using the effective interest rate method unless the effect of
discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised
in the statement of profit or loss when the liabilities are derecognised as well as through the effective
interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the effective interest rate. The effective interest rate
amortisation is included in finance costs in the statement of profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and a recognition of a new liability,
and the difference between the respective carrying amounts is recognised in the statement of profit or
loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the
weighted average basis and, in the case of work in progress and finished goods, comprises direct
materials, direct labour and an appropriate proportion of overheads. For inventories, other than samples
and defective items, net realisable value is based on estimated selling prices less any estimated costs to
be incurred to completion and disposal.
For samples and defective items, the Company estimates the allowance for inventory obsolescence
by applying a historical loss ratio based on the ageing of inventories and past experience of inventory
deterioration rates. This methodology reflects reasonable and supportable assumptions about historical
trends, current conditions, and forward-looking expectations.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at
banks, and short-term highly liquid deposits with a maturity of generally within three months that are
readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and
held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise
cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are
repayable on demand and form an integral part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result
of a past event and it is probable that a future outflow of resources will be required to settle the
obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present
value at the end of the reporting period of the future expenditures expected to be required to settle the
obligation. The increase in the discounted present value amount arising from the passage of time is
included in finance costs in the statement of profit or loss.
The Group provides for warranties in relation to the sale of products during the warranty period.
The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the end of the reporting period, taking into account the risks and uncertainties
surrounding the obligation. The warranty-related cost is revised annually.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside
profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in
equity.
APPENDIX I ACCOUNTANTS’ REPORT
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Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period, taking into consideration interpretations and
practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the
reporting period between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss and does not give
rise to equal taxable and deductible temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries, when
the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward
of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences, and
the carryforward of unused tax credits and unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss and does not give rise to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries,
deferred tax assets are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of the Relevant Periods and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the
end of the Relevant Periods and are recognised to the extent that it has become probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend either to settle current tax liabilities and assets
on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the
grant will be received and all attaching conditions will be complied with. When the grant relates to an
expense item, it is recognised as income on a systematic basis over the periods that the costs, for which
it is intended to compensate, are expensed.
APPENDIX I ACCOUNTANTS’ REPORT
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Where the grant relates to an asset, the fair value is credited to a deferred income account and is
released to the statement of profit or loss over the expected useful life of the relevant asset by equal
annual instalments or deducted from the carrying amount of the asset and released to the statement of
profit or loss by way of a reduced depreciation charge.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is
transferred to the customers at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is
estimated to which the Group will be entitled in exchange for transferring the goods or services to the
customer. The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not
occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant
benefit of financing the transfer of goods or services to the customer for more than one year, revenue is
measured at the present value of the amount receivable, discounted using the discount rate that would
be reflected in a separate financing transaction between the Group and the customer at contract
inception. When the contract contains a financing component which provides the Group with a
significant financial benefit for more than one year, revenue recognised under the contract includes the
interest expense accreted on the contract liability under the effective interest method. For a contract
where the period between the payment by the customer and the transfer of the promised goods or
services is one year or less, the transaction price is not adjusted for the effects of a significant financing
component, using the practical expedient in IFRS 15.
(a) Robotic controllers
Revenue from the sale of robotic controllers is recognised at the point in time when control of the
asset is transferred to the customer, generally on delivery of the products or accepted by the customer.
(b) Robots
Revenue from the sale of robots is recognised at the point in time when control of the asset is
transferred to the customer, generally on delivery of the products or accepted by the customer.
(c) Software
Revenue from software is recognised at the point in time when the software and activation code is
provided and installation is completed.
(d) Accessories
Revenue from the sale of accessories is recognised at the point in time when control of the asset
is transferred to the customer, generally on delivery of the products.
For some contracts, the Group provides installation and commissioning services that are bundled
together with the sale of products to the customers. The installation and commissioning services
significantly modify or customise the goods, therefore, the products and the services are highly
interrelated and instead combined as one single performance obligation which is satisfied at a point in
time.
APPENDIX I ACCOUNTANTS’ REPORT
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Other income
Interest income is recognised on an accrual basis using the effective interest method by applying
the rate that exactly discounts the estimated future cash receipts over the expected life of the financial
instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is
earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are
recognised as revenue when the Group performs under the contract (i.e., transfers control of the related
goods or services to the customer).
Contract costs
Other than the costs which are capitalised as inventories, property, plant and equipment and
intangible assets, costs incurred to fulfil a contract with a customer are capitalised as an asset if all of
the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can
specifically identify.
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in
continuing to satisfy) performance obligations in the future.
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to the statement of profit or loss on a
systematic basis that is consistent with the transfer to the customer of the goods or services to which
the asset relates. Other contract costs are expensed as incurred.
Share-based payments
The Group operates restricted share unit schemes. Employees (including directors) of the Group
receive remuneration in the form of share-based payments, whereby employees render services in
exchange for equity instruments (“ equity-settled transactions ”). The cost of equity-settled transactions
with employees is measured by reference to the fair value at the date at which they are granted. The
fair value is determined by an external valuer using a market model or the price of the recent
transaction, further details of which are given in note 31 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance or service conditions are
fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each Relevant
Periods until the vesting date reflects the extent to which the vesting period has expired and the
Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit
to the statement of profit or loss for a period represents the movement in the cumulative expense
recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service or performance conditions.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 324 ---
For awards that do not ultimately vest because non-market performance or service conditions have
not been met, no expense is recognised. Where awards include a market or non-vesting condition, the
transactions are treated as vesting irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified, if the original terms of the award are met. In addition, an
expense is recognised for any modification that increases the total fair value of the share-based
payments, or is otherwise beneficial to the employee as measured at the date of modification. Where an
equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately.
Other employee benefits
Pension scheme
The employees of the Company and the Group’s subsidiaries which operates in Chinese Mainland
are required to participate in a central pension scheme operated by the local municipal government. The
Group is required to contribute a certain percentage of its payroll costs to the central pension scheme.
The contributions are charged to the statement of profit or loss as they become payable in accordance
with the rules of the central pension scheme.
Borrowing costs
Borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of
interest and other costs that an entity incurs in connection with the borrowing of funds.
Foreign currencies
These financial statements are presented in RMB, which is the Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. Foreign currency transactions
recorded by the entities in the Group are initially recorded using their respective functional currency
rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency rates of exchange ruling at the end of the reporting
period. Differences arising on settlement or translation of monetary items are recognised in the
statement of profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the
fair value was measured. The gain or loss arising on translation of a non-monetary item measured at
fair value is treated in line with the recognition of the gain or loss on change in fair value of the item
(i.e., translation difference on the item whose fair value gain or loss is recognised in other
comprehensive income or profit or loss is also recognised in other comprehensive income or profit or
loss, respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on
the derecognition of a non-monetary asset or non-monetary liability relating to an advance
consideration, the date of initial transaction is the date on which the Group initially recognises the
non-monetary asset or non-monetary liability arising from the advance consideration. If there are
multiple payments or receipts in advance, the Group determines the transaction date for each payment
or receipt of the advance consideration.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 325 ---
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As
at the end of the reporting period, the assets and liabilities of these entities are translated into RMB at
the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are
translated into RMB at the exchange rates that approximate to those prevailing at the dates of the
transactions.
The resulting exchange differences are recognised in other comprehensive income and
accumulated in the exchange fluctuation reserve, except to the extent that the differences are
attributable to non-controlling interests. On disposal of a foreign operation, the cumulative amount in
the reserve relating to that particular foreign operation is recognised in the statement of profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas
subsidiaries are translated into RMB at the exchange rates ruling at the dates of the cash flows.
Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated
into RMB at the weighted average exchange rates for the year.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognised in the financial statements:
Classification of financial assets
The classification of financial assets at initial recognition depends on the Group’s business model
for managing the financial assets and the financial assets’ contractual cash flow characteristics:
(1) Management needs to make significant judgement when assessing its business model,
including but is not limited to (a) how the performance of the business model and the
financial assets held within that business model are evaluated and reported to the entity’s
key management personnel; (b) the risks that affect the performance of the business model
and the financial assets held within that business model and, in particular, the way in which
those risks are managed; and (c) how managers of the business are compensated. In
determining whether cash flows are going to be realised by collecting the financial assets’
contractual cash flows, management needs to consider the reasons for the sales, timing of
sales, frequency and value in prior periods; and
(2) Management needs to make significant judgement on whether the contractual cash flows are
solely payments of principal and interest on the principal amount outstanding, such as
whether contractual cash flows could be significantly different from the benchmark cash
flows involves judgement when assessing a modified time value of a money element, and
whether the fair value of prepayment features is insignificant also requires judgement when
assessing the financial assets with prepayment features.
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon
the likely timing and the level of future taxable profits, together with future tax planning strategies.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 326 ---
The Group had tax losses at the end of each of the Relevant Periods approximately
RMB225,988,000, RMB273,779,000 and RMB303,102,000, respectively, which will expire in one to
ten years for offsetting against future taxable profits. These losses related to the Group that have a
history of losses, have not expired, and may not be used to offset taxable income elsewhere in the
Group. The subsidiaries have neither any taxable temporary difference nor any tax planning
opportunities available that could partly support the recognition of these losses as deferred tax assets.
On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses
carried forward.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of the reporting period, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are described below.
Provision for expected credit losses on trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are
based on the revenue recognition dates for groupings of various customer segments that have similar
loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of
credit and other forms of credit insurance).
The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking information.
For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate
over the next year which can lead to an increased number of defaults in the manufacturing sector, the
historical default rates are adjusted. At the end of each of the Relevant Periods, the historical observed
default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and forecast economic conditions. The Group’s historical credit loss experience and
forecast of economic conditions may also not be representative of a customer’s actual default in the
future. The information about the ECLs on the Group’s trade receivables is disclosed in note 20 to the
Historical Financial Information.
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an
incremental borrowing rate (“ IBR”) to measure lease liabilities. The IBR is the rate of interest that the
Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The
IBR therefore reflects what the Group “would have to pay”, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases
are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs
(such as market interest rates) when available and is required to make certain entity-specific estimates
(such as the subsidiary’s stand-alone credit rating).
Warranties
The provision for the warranties is estimated based on sales volumes and past experience of the
level of repairs. The estimation basis is reviewed on an ongoing basis and revised where appropriate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 327 ---
Fair value of financial instruments
The fair value of financial instruments, in the absence of an active market, is estimated by using
appropriate valuation techniques. Such valuations were based on certain assumptions about credit risk
and liquidity risks, etc., associated with the instruments, which are subject to uncertainty and might
materially differ from the actual results. Further details are included in note 38 to the Historical
Financial Information.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets
(including the right-of-use assets) at the end of the Relevant Periods. Non-financial assets with definite
life are tested for impairment when there are indicators that the carrying amounts may not be
recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
The calculation of the fair value less costs of disposal is based on available data from binding sales
transactions in an arm’s length transaction of similar assets or observable market prices less incremental
costs for disposing of the asset. When value in use calculations are undertaken, management must
estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable
discount rate in order to calculate the present value of those cash flows.
Share-based payments
Several employee incentive schemes are operated for the purpose of providing incentives to the
Company’s directors and the Group’s employees. The grant date fair values of the shares of the
employee incentive schemes are determined based on independent valuation. The cumulative expense
recognised for equity-settled transactions at the end of the Relevant Periods until the vesting date
reflects the extent to which the vesting period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest. However, this estimate may be revised if the number of
equity instruments that will ultimately vest changes in the future. Further details are contained in note
31 to the Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
The executive directors of the Company have been identified as the chief operating decision
maker of the Group who reviews the operating results of the Group’s business as one operating segment
to make strategic decisions and resource allocation. Therefore, the Group regards that there is only one
segment which is used to make strategic decisions.
Geographical information
(a) Revenue from external customers
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland ....................... 201,417 290,079 365,483
Other countries/regions .................... 47,606 49,244 76,394
Total ............................... 249,023 339,323 441,877
The revenue information of continuing operations above is based on the locations of the
customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 328 ---
(b) Non-current assets
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Chinese Mainland ....................... 23,215 26,916 35,838
Other countries/regions .................... — — 1,455
Total ............................... 23,215 26,916 37,293
The non-current asset information of continuing operations above is based on the locations of the
assets and excludes financial instruments.
Information about a major customer
Revenue from continuing operations of approximately nil, RMB35,523,000, and nil during the
Relevant Periods was derived from sales to a single customer, including sales to a group of entities
which are known to be under common control with that customer.
5. REVENUE
An analysis of revenue is as follows:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts ................... 249,023 339,323 441,877
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Types of goods or services
Robot .............................. 148,667 235,763 299,911
Robotic controllers ....................... 66,059 57,413 85,165
Software ............................. 16,530 20,297 23,414
Accessories ........................... 17,767 25,850 33,387
Total ............................... 249,023 339,323 441,877
Timing of revenue recognition
Goods transferred at a point in time ............. 249,023 339,323 441,877
The following table shows the amounts of revenue recognised in the current reporting period that
were included in the contract liabilities at the beginning of the reporting period and recognised from
performance obligations satisfied in previous periods:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in contract
liabilities at the beginning of the reporting period ... 45,838 45,226 43,018
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 329 ---
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sales of products
Sales of products include sales of robotic controllers, robots and accessories.
The performance obligation is satisfied upon delivery or acceptance of products and payment is
generally due within 3 months from delivery.
Software
The performance obligation is satisfied at the point in time when installation of software is
completed and payment is generally due within 3 months.
The management of the Group expects the transaction price allocated to the remaining
performance obligations (unsatisfied or partially unsatisfied) as of the end of each of the Relevant
Periods will be recognised within one year from the end of the respective periods. Therefore, the
expedient allowed by IFRS 15.121 is applied.
6. OTHER INCOME AND GAINS
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Other income
Bank interest income ...................... 1,474 941 1,249
Government grants ....................... 3,709 8,526 8,524
Other gain
Other interest income from financial assets at fair value
through profit or loss .................... 332 436 1,418
Exchange gain ......................... 265 556 —
Others .............................. 4 117 438
Total other income and gains ................. 5,784 10,576 11,629
7. LOSS BEFORE TAX
The Group’s loss before tax from continuing operations is arrived at after charging/(crediting):
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Cost of sales* .......................... 126,597 183,638 232,582
Depreciation of right-of-use assets* (note 15) ....... 5,587 5,546 6,241
Depreciation of property, plant and equipment (note 14) . 3,426 2,781 2,613
Depreciation of other intangible assets (note 16) ...... 196 176 238
Research and development expenses** ........... 63,749 71,311 79,168
Lease payments not included in the measurement of
lease liabilities ........................ 550 492 559
Travelling and business development expenses ....... 25,112 34,060 44,381
Consulting and other professional service fees ....... 5,142 4,624 8,743
Listing expenses ........................ — — 15,402
Wages, salaries and allowances ................ 101,392 120,217 138,659
Equity-settled share-based payment expenses ........ 26,797 31,677 28,799
Impairment losses of trade and notes receivables, net ... 622 1,932 10,576
Write-down of inventories to net realizable value ..... 1,122 2,638 1,279
Interest on bank borrowings .................. 742 1,463 2,310
Foreign exchange differences, net .............. (265) (556) 1,264
Government grants ....................... (3,709) (8,526) (8,524)
Bank interest income ...................... (1,474) (941) (1,249)
* Cost of sales include RMB1,576,000, RMB1,218,000 and RMB755,000 for the years ended 31 December 2023, 2024 and
2025 respectively, relating to depreciation of right-of-use assets expenses and RMB6,844,000, RMB3,963,000 and
RMB2,924,000 relating to wages, salaries and allowances for the years ended 31 December 2023, 2024 and 2025,
respectively, and RMB1,122,000, RMB2,638,000 and RMB1,279,000 relating to write-down of inventories to net realizable
value for the years ended 31 December 2023, 2024 and 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 330 ---
** Research and development expenses include RMB18,333,000, RMB20,925,000 and RMB18,497,000 relating to
equity-settled share-based payment expenses and RMB36,725,000, RMB46,567,000 and RMB55,472,000 relating to wages,
salaries and allowances for the years ended 31 December 2023, 2024 and 2025, respectively.
8. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Interest on bank borrowings .................. 742 1,463 2,310
Interest on lease liabilities .................. 819 700 806
Total ............................... 1,561 2,163 3,116
For the details of Pre-IPO Investments, please refer to Note 30 to this report.
9. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Directors’ and chief executive’s remuneration as recorded during the Relevant Periods, disclosed
pursuant to the Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies
Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors)
Regulation, is as follows:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Fees ............................... — — 228
Other emoluments:
Salaries, allowances and benefits in kind ......... 2,970 3,479 2,571
Performance related bonuses ................ 585 850 675
Equity-settled share-based payment expenses ...... 4,505 4,635 1,142
Pension scheme contributions ............... 324 399 283
Subtotal ............................ 8,384 9,363 4,671
Total ............................... 8,384 9,363 4,899
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the year were as follows:
Group
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Mr. Lin Cheng ......................... ——7 6
Mr. Yong Liu .......................... ——7 6
Mr. Fei Chen .......................... ——7 6
Total ............................... — — 228
The independent non-executive directors of the Company were appointed on 26 March 2025.
There were no other emoluments payable to the independent non-executive directors during the
Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 331 ---
(b) Executive directors, non-executive directors and the chief executive
Fees
Salaries,
allowances
and benefits
in kind
Performance
related
bonuses
Equity-settled
share-based
payment
expenses
Pension
scheme
contributions
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Executive directors, supervisor and chief executive:
Mr. Zhao Yue (note (i)) ............... — 420 100 — 60 580
Mr. Ye Yangsheng (note (ii)) ............. — 448 100 — 46 594
Mr. Wang Qun (note (ii)) .............. — 430 49 — 46 525
Ms. Ding Xia (note (ii)) ............... — 489 100 — 65 654
Mr. Zhang Wenting (note (ii)) ............ — 448 90 4,057 44 4,639
Mr. Zhang Xing (note (ii)) .............. — 482 100 448 35 1,065
Ms. Fu Yingying (note (iii)) ............. — 253 46 — 28 327
Subtotal ...................... — 2,970 585 4,505 324 8,384
Non-executive directors:
Mr. Dong Zhonglang (note (ii)) ............ ——————
Mr. Wang Xin (note (ii)) ............... ——————
Mr. Ma Jianjun (note (ii)) .............. ——————
Mr. Xiong Yuzhu (note (ii)) ............. ——————
M s .L iJ i a(note (ii)) ................. ——————
Subtotal ...................... ——————
Total ......................... — 2,970 585 4,505 324 8,384
Y ear ended 31 December 2024
Executive directors, supervisor and chief executive:
Mr. Zhao Yue (note (i)) ............... — 506 144 — 60 710
Mr. Ye Yangsheng (note (ii)) ............. — 497 144 — 58 699
Mr. Wang Qun (note (ii)) .............. — 490 145 — 57 692
Ms. Ding Xia (note (ii)) ............... — 674 130 — 70 874
Mr. Zhang Wenting (note (ii)) ............ — 505 111 4,187 70 4,873
Mr. Zhang Xing (note (ii))
.............. — 482 130 448 41 1,101
Ms. Fu Yingying (note (iii)) ............. — 325 46 — 43 414
Subtotal ...................... — 3,479 850 4,635 399 9,363
Non-executive directors:
Mr. Dong Zhonglang (note (ii)) ............ ——————
Mr. Wang Xin (note (ii)) ............... ——————
Ms. Yi Weishu (note (ii)) .............. ——————
Mr. Ma Jianjun (note (ii)) .............. ——————
Mr. Xiong Yuzhu (note (ii)) ............. ——————
M s .L iJ i a(note (ii)) ................. ——————
Subtotal ...................... ——————
Total ......................... — 3,479 850 4,635 399 9,363
Y ear ended 31 December 2025
Executive directors, supervisor and chief executive:
Mr. Zhao Yue (note (i)) ............... — 569 150 — 60 779
Mr. Ye Yangsheng (note (ii)) ............. — 545 147 — 58 750
Mr. Wang Qun (note (ii)) .............. — 526 144 — 57 727
Ms. Ding Xia (note (ii)) ............... — 569 165 — 70 804
Mr. Zhang Wenting (note (ii)) ............ — 142 22 1,032 17 1,213
Mr. Zhang Xing (note (ii)) .............. — 142 33 110 10 295
Ms. Fu Yingying (note (iii)) ............. —7 81 4—1 1 1 0 3
Subtotal ...................... — 2,571 675 1,142 283 4,671
Non-executive directors:
Mr. Dong Zhonglang (note (ii)) ............ ——————
Ms. Yi Weishu (note (ii)) .............. ——————
Mr. Ma Jianjun (note (ii)) .............. ——————
Mr. Xiong Yuzhu (note (ii)) ............. ——————
M s .L iJ i a(note (ii)) ................. ——————
Subtotal ...................... ——————
Total ......................... — 2,571 675 1,142 283 4,671
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 332 ---
Notes:
(i) Mr. Zhao Yue was appointed as the chief executive officer of the Company and the chairman of the Board with effect from
April 2020.
(ii) Mr. Ye Yangsheng and Mr. Wang Qun were appointed as directors of the Company with effect from September 2020. Ms.
Ding Xia was appointed as a director of the Company in December 2021. Mr. Zhang Wenting was appointed as director in
March 2021 and resigned in March 2025. Mr. Zhang Xing was appointed as a director in November 2020 and resigned in
March 2025. Mr. Dong Zhonglang was appointed as a director of the Company in September 2020 and resigned in March
2025. Mr. Wang Xin was appointed as a director on March 2021 and resigned in November 2024. Ms. Yi Weishu was
appointed as a director of the Company in December 2024 and resigned in March 2025. Mr. Ma Jianjun and Ms. Li Jia
were appointed as directors of the Company in December 2021 and resigned in March 2025. Mr. Xiong Yuzhu was
appointed as a director in September 2020 and resigned in March 2025.
(iii) Ms. Fu Yingying was appointed as a supervisor in November 2020 and resigned from the position of a supervisor with
effect from March 2025.
10. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods included 1 director, 1 director and
nil director, respectively, details of whose remuneration are set out in note 9 above. Details of the
remuneration for the remaining 4, 4 and 5 highest paid employees who are neither a director nor chief
executive of the Company during the Relevant Periods are as follows:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind .......... 2,326 2,232 2,915
Performance related bonuses ................. 540 913 864
Equity-settled share-based payment expenses ........ 10,166 10,693 15,150
Pension scheme contributions ................. 121 168 191
Total ............................... 13,153 14,006 19,120
The number of non-director and non-chief executive highest paid employees whose remuneration
fell within the following bands is as follows:
Number of employees
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Nil to RMB1,000,000 ..................... ———
RMB1,000,001 to RMB1,500,000 .............. 1——
RMB1,500,001 to RMB2,000,000 .............. 121
RMB2,000,001 to RMB2,500,000 .............. —— 1
RMB2,500,001 to RMB3,000,000 .............. ———
RMB4,500,001 to RMB5,000,000 .............. 1— 2
RMB5,000,001 to RMB5,500,000 .............. 121
Total ............................... 445
11. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the tax
jurisdictions in which members of the Group are domiciled and operate.
Under the relevant income tax law, the Company and the subsidiaries in Chinese Mainland are
subject to income tax at a preferential rate for high-tech enterprises of 15% for the Relevant Periods on
their respective taxable income, other than small and micro-profit enterprises Jiangsu Xianjue
Intelligent Technology Co., Ltd., Wuxi Seer Intelligent Technology Co., Ltd., Shanghai Xiangang
Technology Co., Ltd. and Shanghai Seer Robot Co., Ltd. In accordance with the Notice on
Implementing the Inclusive Tax Deduction and Exemption Policies for Micro and Small Enterprises
(Cai Shui [2022] No. 13) jointly issued by the Ministry of Finance and the State Taxation
Administration of the PRC, from 1 January 2022 to 31 December 2024, the annual taxable income of a
small low-profit enterprise that is more than RMB1 million but no more than RMB3 million shall be
recognised at 25% of income and be subject to the corporate income tax at a tax rate of 20%; in
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 333 ---
accordance with the Notice on Implementing the Inclusive Tax Deduction and Exemption Policies for
Micro and Small Enterprises (Cai Shui [2023] No. 12) jointly issued by the Ministry of Finance and the
State Taxation Administration of the PRC, from 1 January 2023 to 31 December 2027, the annual
taxable income of a small low-profit enterprise that is not more than RMB3 million shall be recognised
at 25% of income and be subject to the corporate income tax at a tax rate of 20%.
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Current — Chinese Mainland
Charge for the year ..................... 720 1,151 269
A reconciliation of the income tax expense applicable to loss before tax using the statutory
income tax rate applicable in Chinese Mainland to the income tax expense at the Group’s effective
income tax rate for the Relevant Periods and is as follows:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Loss before tax ......................... (46,984) (41,157) (46,797)
Tax charge at the preferential tax rate of 15% ....... (7,048) (6,174) (7,020)
Entities entitled to other income tax rates .......... (66) 76 151
Additional deductible allowance for qualified research
and development expenses ................. (6,453) (7,484) (5,557)
Expenses not deductible for tax ............... 4,903 5,827 6,135
Temporary differences and tax losses not recognised ... 9,384 8,906 6,560
Tax charge for the year at the Group’s effective rate ... 720 1,151 269
For presentation purposes, certain deferred tax assets and liabilities amounting to RMB2,340,000,
RMB2,971,000 and RMB2,889,000 at the end of each of the Relevant Periods have been offset in the
consolidated statement of financial position.
12. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
13. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE
PARENT
The calculation of the basic loss per share amounts is based on the loss for the year attributable to
owners of the parent, and the weighted average numbers of ordinary shares outstanding during each of
the Relevant Periods.
In determining the weighted average number of ordinary shares outstanding prior to the
Company’s conversion into a joint stock company, it was assumed that: (i) paid-in capital was
converted into share capital at the same ratio as applied upon the conversion in March 2025; and (ii)
reserves were capitalised into share capital in the same proportion as effected in April 2025. (note 30).
The calculations of basic and diluted loss per share are based on:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss
Loss attributable to ordinary equity holders of the parent
(RMB’000) .......................... (47,704) (42,308) (47,066)
Shares
Weighted average number ’000 of ordinary shares in
issue during the year .................... 89,497 92,148 97,902
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 334 ---
The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods.
For the details of Pre-IPO Investments, please refer to Note 30 to this report.
14. PROPERTY, PLANT AND EQUIPMENT
The Group
Machinery
Furniture and
fixtures
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost .......................... 74 582 4,483 — 4,383 9,522
Accumulated depreciation and impairment .......... (9) (156) (2,205) — (1,818) (4,188)
Net carrying amount ................... 65 426 2,278 — 2,565 5,334
At 1 January 2023, net of accumulated depreciation and
impairment ...................... 65 426 2,278 — 2,565 5,334
Additions ....................... 949 421 1,227 761 760 4,118
Disposals ........................ (236) — (84) — — (320)
Depreciation provided during the year ............ (56) (176) (1,429) — (1,765) (3,426)
At 31 December 2023, net of accumulated depreciation and
impairment ...................... 722 671 1,992 761 1,560 5,706
At 31 December 2023:
Cost .......................... 785 1,003 5,373 761 5,143 13,065
Accumulated depreciation and impairment .......... (63) (332) (3,381) — (3,583) (7,359)
Net carrying amount ................... 722 671 1,992 761 1,560 5,706
Machinery
Furniture and
fixtures
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost .......................... 785 1,003 5,373 761 5,143 13,065
Accumulated depreciation and impairment .......... (63) (332) (3,381) — (3,583) (7,359)
Net carrying amount ................... 722 671 1,992 761 1,560 5,706
At 1 January 2024, net of accumulated depreciation and
impairment ...................... 722 671 1,992 761 1,560 5,706
Additions ....................... 217 27 1,311 343 627 2,525
Disposals ........................ (932) ———— (932)
Transfers ........................ 761 — — (761) — —
Depreciation provided during the year ............ (169) (203) (1,439) — (970) (2,781)
At 31 December 2024, net of accumulated depreciation and
impairment ...................... 599 495 1,864 343 1,217 4,518
At 31 December 2024:
Cost .......................... 794 1,030 6,579 343 5,770 14,516
Accumulated depreciation and impairment .......... (195) (535) (4,715) — (4,553) (9,998)
Net carrying amount ................... 599 495 1,864 343 1,217 4,518
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 335 ---
Machinery
Furniture and
fixtures Vehicles
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost ................. 794 1,030 — 6,579 343 5,770 14,516
Accumulated depreciation and impairment .. (195) (535) — (4,715) — (4,553) (9,998)
Net carrying amount ........... 599 495 — 1,864 343 1,217 4,518
At 1 January 2025, net of accumulated
depreciation and impairment ....... 599 495 — 1,864 343 1,217 4,518
Additions ............... 93 49 407 2,301 939 — 3,789
Disposals ............... — — — (26) — — (26)
Transfers ................ 343 — — — (343) — —
Depreciation provided during the year .... (180) (212) (41) (1,232) — (948) (2,613)
At 31 December 2025, net of accumulated
depreciation and impairment ....... 855 332 366 2,907 939 269 5,668
At 31 December 2025:
Cost ................. 1,230 1,079 407 7,831 939 5,770 17,256
Accumulated depreciation and impairment .. (375) (747) (41) (4,924) — (5,501) (11,588)
Net carrying amount ........... 855 332 366 2,907 939 269 5,668
The Company
Machinery
Furniture and
fixtures
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost .......................... 74 573 3,711 — 4,355 8,713
Accumulated depreciation and impairment .......... (9) (153) (1,482) — (1,803) (3,447)
Net carrying amount ................... 65 420 2,229 — 2,552 5,266
At 1 January 2023, net of accumulated depreciation and
impairment ...................... 65 420 2,229 — 2,552 5,266
Additions ....................... 949 420 1,227 761 761 4,118
Disposals ........................ (236) — (82) — — (318)
Depreciation provided during the year ............ (56) (174) (1,390) — (1,757) (3,377)
At 31 December 2023, net of accumulated depreciation and
impairment ...................... 722 666 1,984 761 1,556 5,689
At 31 December 2023:
Cost .......................... 785 993 4,701 761 5,116 12,356
Accumulated depreciation and impairment .......... (63) (327) (2,717) — (3,560) (6,667)
Net carrying amount ................... 722 666 1,984 761 1,556 5,689
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 336 ---
Machinery
Furniture and
fixtures
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost .......................... 785 993 4,701 761 5,116 12,356
Accumulated depreciation and impairment .......... (63) (327) (2,717) — (3,560) (6,667)
Net carrying amount ................... 722 666 1,984 761 1,556 5,689
At 1 January 2024, net of accumulated depreciation and
impairment ...................... 722 666 1,984 761 1,556 5,689
Additions ....................... 217 12 1,308 343 626 2,506
Disposals ........................ (932) ———— (932)
Transfer ........................ 761 — — (761) — —
Depreciation provided during the year ............ (169) (200) (1,430) — (966) (2,765)
At 31 December 2024, net of accumulated depreciation and
impairment ...................... 599 478 1,862 343 1,216 4,498
At 31 December 2024:
Cost .......................... 794 1,005 5,905 343 5,742 13,789
Accumulated depreciation and impairment .......... (195) (527) (4,043) — (4,526) (9,291)
Net carrying amount ................... 599 478 1,862 343 1,216 4,498
Machinery
Furniture and
fixtures Vehicles
Electronic
devices
Construction in
progress
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
At 1 January 2025:
Cost ................. 794 1,005 — 5,905 343 5,742 13,789
Accumulated depreciation and impairment .. (195) (527) — (4,043) — (4,526) (9,291)
Net carrying amount ........... 599 478 — 1,862 343 1,216 4,498
At 1 January 2025, net of accumulated
depreciation and impairment ....... 599 478 — 1,862 343 1,216 4,498
Additions ............... 93 49 407 1,848 — — 2,397
Disposals ............... — — — (26) — — (26)
Transfers ................ 343 — — — (343) — —
Depreciation provided during the year .... (180) (207) (41) (1,124) — (948) (2,500)
At 31 December 2025, net of accumulated
depreciation and impairment ....... 855 320 366 2,560 — 268 4,369
At 31 December 2025:
Cost ................. 1,230 1,054 407 6,704 — 5,742 15,137
Accumulated depreciation and impairment .. (375) (734) (41) (4,144) — (5,474) (10,768)
Net carrying amount ........... 855 320 366 2,560 — 268 4,369
No property, plant and equipment was pledged as at the end of each of the Relevant Periods.
No impairment indication of property, plant and equipment existed as at the end of each of the
Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 337 ---
15. LEASES
The Group and the Company as the lessee
The Group and the Company have lease contracts for various items of buildings used in its
operations.
(a) Right-of-use assets
The carrying amounts of the Group and the Company’s right-of-use assets and the movements
during the year are as follows:
The Group
Buildings 31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
As at beginning of the year .................. 22,322 15,603 19,809
Additions ............................ 239 9,752 14,317
Depreciation charge ...................... (5,587) (5,546) (6,241)
Disposal ............................. (1,371) — —
As at end of the year ..................... 15,603 19,809 27,885
The Company
Buildings 31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
As at beginning of the year .................. 22,322 15,603 19,809
Additions ............................ 239 9,752 1,025
Depreciation charge ...................... (5,587) (5,546) (5,890)
Disposal ............................. (1,371) — —
As at end of the year ..................... 15,603 19,809 14,944
No right-of-use assets have been pledged as at the end of each of the Relevant Periods.
No impairment indication of right-of-use assets existed as at the end of each of the Relevant
Periods.
(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the year are as follows:
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
At beginning of the year ................... 21,879 15,162 20,328
New leases ........................... 239 9,752 14,317
Accretion of interest recognised during the year ...... 819 700 806
Payments ............................ (6,425) (5,286) (6,880)
Disposal ............................. (1,350) — —
At end of the year ....................... 15,162 20,328 28,571
Analysed into:
Current portion ......................... 2,609 4,891 6,100
Non-current portion ...................... 12,553 15,437 22,471
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 338 ---
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
At beginning of the year ................... 21,879 15,162 20,328
New leases ........................... 239 9,752 1,025
Accretion of interest recognised during the year ...... 819 700 730
Payments ............................ (6,425) (5,286) (6,880)
Disposal ............................. (1,350) — —
At end of the year ....................... 15,162 20,328 15,203
Analysed into:
Current portion ......................... 2,609 4,891 5,316
Non-current portion ...................... 12,553 15,437 9,887
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities .................. 819 700 806
Depreciation charge of right-of-use assets .......... 5,587 5,546 6,241
Expense relating to short-term leases (included in
administrative expenses) .................. 550 492 559
Total ............................... 6,956 6,738 7,606
The Company
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities .................. 819 700 730
Depreciation charge of right-of-use assets .......... 5,587 5,546 5,890
Expense relating to short-term leases (included in
administrative expenses) .................. 550 492 527
Total ............................... 6,956 6,738 7,147
16. OTHER INTANGIBLE ASSETS
The Group
Software
RMB’000
31 December 2023
At 1 January 2023:
Cost .......................................................... 1,705
Accumulated amortisation ............................................. (309)
Net carrying amount ................................................. 1,396
Cost at 1 January 2023, net of accumulated amortisation ............................. 1,396
Additions ....................................................... 71
Amortisation provided during the year ...................................... (196)
At 31 December 2023 ................................................. 1,271
At 31 December 2023
Cost .......................................................... 1,776
Accumulated amortisation ............................................. (505)
Net carrying amount ................................................. 1,271
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 339 ---
Software
RMB’000
31 December 2024
At 1 January 2024:
Cost .......................................................... 1,776
Accumulated amortisation ............................................. (505)
Net carrying amount ................................................. 1,271
Cost at 1 January 2024, net of accumulated amortisation ............................. 1,271
Amortisation provided during the year ...................................... (176)
At 31 December 2024 ................................................. 1,095
At 31 December 2024
Cost .......................................................... 1,776
Accumulated amortisation ............................................. (681)
Net carrying amount ................................................. 1,095
Software
RMB’000
31 December 2025
At 1 January 2025:
Cost .......................................................... 1,776
Accumulated amortisation ............................................. (681)
Net carrying amount ................................................. 1,095
Cost at 1 January 2025, net of accumulated amortisation ............................. 1,095
Additions ....................................................... 1,012
Amortisation provided during the year ...................................... (238)
At 31 December 2025 ................................................. 1,869
At 31 December 2025
Cost .......................................................... 2,788
Accumulated amortisation ............................................. (919)
Net carrying amount ................................................. 1,869
The Company
Software
RMB’000
31 December 2023
At 1 January 2023:
Cost .......................................................... 1,194
Accumulated amortisation ............................................. (152)
Net carrying amount ................................................. 1,042
Cost at 1 January 2023, net of accumulated amortisation ............................. 1,042
Additions ....................................................... 71
Amortisation provided during the year ...................................... (144)
At 31 December 2023 ................................................. 969
At 31 December 2023 .................................................
Cost .......................................................... 1,287
Accumulated amortisation ............................................. (318)
Net carrying amount ................................................. 969
APPENDIX I ACCOUNTANTS’ REPORT
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Software
RMB’000
31 December 2024
At 1 January 2024:
Cost .......................................................... 1,287
Accumulated amortisation ............................................. (318)
Net carrying amount ................................................. 969
Cost at 1 January 2024, net of accumulated amortisation ............................. 969
Amortisation provided during the year ...................................... (124)
At 31 December 2024 ................................................. 845
At 31 December 2024
Cost .......................................................... 1,287
Accumulated amortisation ............................................. (442)
Net carrying amount ................................................. 845
Software
RMB’000
31 December 2025
At 1 January 2025:
Cost .......................................................... 1,287
Accumulated amortisation ............................................. (442)
Net carrying amount ................................................. 845
Cost at 1 January 2025, net of accumulated amortisation ............................. 845
Additions ....................................................... 1,012
Amortisation provided during the year ...................................... (186)
At 31 December 2025 ................................................. 1,671
At 31 December 2025
Cost .......................................................... 2,299
Accumulated amortisation ............................................. (628)
Net carrying amount ................................................. 1,671
No impairment indication of other intangible assets existed as at the end of each of the Relevant
Periods.
17. OTHER LONG-TERM RECEIV ABLES
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Due from employees ...................... 1,560 1,312 1,224
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Due from employees ...................... 600 400 200
APPENDIX I ACCOUNTANTS’ REPORT
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18. OTHER NON-CURRENT ASSETS
The Group and the Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Long-term prepayments .................... 635 1,494 1,871
19. INVENTORIES
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Raw materials .......................... 21,929 21,529 39,120
Work in progress ........................ 2,207 4,511 5,179
Goods in Transit ........................ 35,292 38,447 32,045
Finished goods ......................... 25,857 30,411 30,779
Total ............................... 85,285 94,898 107,123
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Raw materials .......................... 21,929 21,529 38,874
Work in progress ........................ 2,207 4,511 5,179
Goods in Transit ........................ 35,292 38,447 32,045
Finished goods ......................... 35,082 46,871 46,163
Total ............................... 94,510 111,358 122,261
No inventories were pledged as at the end of each of the Relevant Periods.
20. TRADE AND NOTES RECEIV ABLES
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Trade receivables ........................ 49,455 101,772 168,140
Notes receivable ........................ 5,571 10,418 15,222
Impairment ........................... (1,285) (3,217) (13,793)
Total ............................... 53,741 108,973 169,569
The Group provides credit terms to certain customers with satisfied creditworthiness and
long-term relationship. The credit period is generally around 30 to 90 days. Each customer has a
maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables and
has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by
senior management. As at the end of each of the Relevant Periods, the Group’s trade receivables from
its largest debtor accounted for 7.36%, 16.16% and 4.63% of the total trade receivables, respectively.
The corresponding percentages attributable to the five largest debtors in aggregate were 26.92%,
31.09% and 18.19%, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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An ageing analysis of the trade and notes receivables as at the end of the reporting period, based
on the revenue recognition date and net of loss allowance, is as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Within 6 months ........................ 45,838 92,120 135,698
6−12 months .......................... 3,186 13,030 22,011
1−2 years ............................ 4,717 1,635 11,860
Over 2 years .......................... — 2,188 —
Total ............................... 53,741 108,973 169,569
The movements in the loss allowance for impairment of trade receivables are as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
At beginning of the year ................... (663) (1,285) (3,217)
Impairment losses of financial assets, net .......... (622) (1,932) (10,576)
At end of the year ....................... (1,285) (3,217) (13,793)
An impairment analysis was performed at the end of each of the Relevant Periods using a
provision matrix to measure expected credit losses. The provision rates are based on revenue
recognition date for groupings of various customer segments with similar loss patterns. The calculation
reflects the probability-weighted outcome, the time value of money and reasonable and supportable
information that was available at the end of each of the Relevant Periods about past events, current
conditions and forecasts of future economic conditions.
Set out below is the information about the credit risk exposure on the Group’s trade receivables
using a provision matrix:
As at 31 December 2023
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ................ 1.13% 5.01% 12.21% 2.60%
Gross carrying amount (RMB’000) .......... 40,728 3,354 5,373 49,455
Expected credit losses (RMB’000) .......... 461 168 656 1,285
As at 31 December 2024
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ................ 1.08% 5.00% 29.99% 3.16%
Gross carrying amount (RMB’000) .......... 82,595 13,716 5,461 101,772
Expected credit losses (RMB’000) .......... 893 686 1,638 3,217
As at 31 December 2025
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ............... 2.00% 5.06% 46.14% 8.20%
Gross carrying amount (RMB’000) .......... 122,934 23,184 22,022 168,140
Expected credit losses (RMB’000) .......... 2,458 1,173 10,162 13,793
The bank acceptance notes receivables held by the Group were mostly issued by reputable banks
and with short-term maturity. Accordingly, the identified impairment loss was assessed to be minimal as
at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Trade receivables ........................ 49,365 101,689 174,459
Notes receivable ........................ 5,571 10,418 14,294
Impairment ........................... (1,253) (3,192) (13,667)
Total ............................... 53,683 108,915 175,086
An ageing analysis of the trade and notes receivables as at the end of the reporting period, based
on the revenue recognition date and net of loss allowance, is as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Within 6 months ........................ 45,780 92,062 139,544
6−12 months .......................... 3,186 13,030 23,682
1−2 years ............................ 4,717 1,635 11,860
Over 2 years .......................... — 2,188 —
Total ............................... 53,683 108,915 175,086
The movements in the loss allowance for impairment of trade receivables are as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
At beginning of the year ................... (637) (1,253) (3,192)
Impairment losses of financial assets, net .......... (616) (1,939) (10,475)
At end of the year ....................... (1,253) (3,192) (13,667)
Set out below is the information about the credit risk exposure on the Group’s trade receivables
using a provision matrix:
As at 31 December 2023
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ................ 1.06% 5.01% 12.21% 2.54%
Gross carrying amount (RMB’000) .......... 40,638 3,354 5,373 49,365
Expected credit losses (RMB’000) .......... 429 168 656 1,253
As at 31 December 2024
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ................ 1.05% 5.00% 29.99% 3.14%
Gross carrying amount (RMB’000) .......... 82,512 13,716 5,461 101,689
Expected credit losses (RMB’000) .......... 868 686 1,638 3,192
As at 31 December 2025
Less than
6 months 6 to 12 months
Over
12 months Total
Expected credit loss rate ................ 1.89% 4.72% 45.94% 7.83%
Gross carrying amount (RMB’000) ......... 127,667 24,855 21,937 174,459
Expected credit losses (RMB’000) .......... 2,417 1,173 10,077 13,667
The bank acceptance notes receivables held by the Company were mostly issued by reputable
banks and with short-term maturity. Accordingly, the identified impairment loss was assessed to be
minimal as at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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21. DEBT INSTRUMENTS AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE
INCOME
The Group and the Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Notes receivable ........................ 7,907 4,353 3,494
Notes receivable balances are monitored on an ongoing basis and the Group’s exposure to
expected credit losses is not significant.
22. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Prepayments ........................... 5,586 5,715 11,311
Deposits and other receivables ................ 4,470 5,126 3,643
Due from employees ...................... 478 416 461
Listing expense ........................ — — 2,174
Total ............................... 10,534 11,257 17,589
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Prepayments ........................... 5,586 5,721 11,002
Deposits and other receivables ................ 4,258 5,046 4,131
Due from employees ...................... 211 208 413
Listing expense ........................ — — 2,174
Total ............................... 10,055 10,975 17,720
Prepayments mainly represent advanced payments to suppliers.
Deposits mainly represent deposits with suppliers and rental deposits.
As there was no significant increase in credit risk since initial recognition, ECLs are provided for
credit losses that result from default events that are possible within the next 12 months (a 12-month
ECL). As at 31 December 2023, 2024 and 2025, the credit rating of other receivables was performing.
The Group assessed that the expected credit losses for these receivables were not material under the
12-month expected credit loss method. In view of the history of cooperation with debtors and the sound
collection history of receivables, management believes that the credit risk inherent in the outstanding
other receivable balances of the Group is not significant.
23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group and the Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Other unlisted investments, at fair value .......... — 2,083 18,012
APPENDIX I ACCOUNTANTS’ REPORT
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The above unlisted investments were wealth management products issued by banks in Chinese
Mainland. They were mandatorily classified as financial assets at fair value through profit or loss as
their contractual cash flows are not solely payments of principal and interest.
24. CASH AND CASH EQUIV ALENTS AND RESTRICTED BANK DEPOSITS
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances: .................... 99,842 93,267 154,947
Less: Restricted bank deposits ............... 161 408 1,007
Cash and cash equivalents ................... 99,681 92,859 153,940
Denominated in RMB .................... 83,363 51,754 65,370
Denominated in USD .................... 16,250 40,578 84,854
Denominated in EUR .................... 68 527 3,716
Total ............................... 99,681 92,859 153,940
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Cash and bank balances .................... 97,183 92,719 140,634
Less: Restricted bank deposits ............... 161 408 1,007
Cash and cash equivalents ................... 97,022 92,311 139,627
Denominated in RMB .................... 80,704 51,590 53,287
Denominated in USD .................... 16,250 40,578 84,694
Denominated in EUR .................... 68 143 1,646
Total ............................... 97,022 92,311 139,627
The RMB is not freely convertible into other currencies, however, under Chinese Mainland
Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of
Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through
banks authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances
and restricted bank deposits are deposited with creditworthy banks with no recent history of default.
The restricted bank deposits represent amounts required to be placed in banks for securing notes
payable and letters of guarantee.
25. TRADE AND BILLS PAYABLES
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Trade payables ......................... 36,756 60,000 102,389
Bills payable .......................... 6,060 14,910 27,687
Total ............................... 42,816 74,910 130,076
APPENDIX I ACCOUNTANTS’ REPORT
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An aging analysis of the trade and bills payables as at the end of the reporting period, based on
the invoice date, is as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Within one year ......................... 42,653 73,026 124,975
Over one year .......................... 163 1,884 5,101
Total ............................... 42,816 74,910 130,076
The trade payables are non-interest-bearing and are normally settled on around 90 day terms.
The Company
An ageing analysis of the trade and bills payables as at the end of the reporting period, based on
the invoice date, is as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Trade payables ......................... 65,466 105,224 163,091
Bills payable .......................... 6,060 17,210 32,487
Total ............................... 71,526 122,434 195,578
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Within one year ......................... 69,842 102,681 190,477
Over one year .......................... 1,684 19,753 5,101
Total ............................... 71,526 122,434 195,578
The trade payables are non-interest-bearing and are normally settled on around 90 day terms.
26. OTHER PAYABLES AND ACCRUALS
The Group
Notes
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
Employee benefit payables ................. 21,309 20,525 26,221
Tax payables other than income tax ............ 4,115 7,468 11,598
Other payables ........................ (a) 5,282 9,062 9,232
Output V AT to be transferred ................ 4,797 4,287 3,821
Total .............................. 35,503 41,342 50,872
Note:
(a) Other payables are non-interest-bearing and have a non-fixed term.
The Company
Notes
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
Employee benefit payables ................. 19,310 18,766 22,217
Tax payables other than income tax ............ 3,986 7,040 10,740
Other payables ........................ (a) 2,801 6,365 6,972
Output V AT to be transferred ................ 4,797 4,287 3,821
Total .............................. 30,894 36,458 43,750
APPENDIX I ACCOUNTANTS’ REPORT
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Note:
(a) Other payables are non-interest-bearing and have no fixed terms.
27. CONTRACT LIABILITIES
The Group
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Advances received from customers .............. 45,226 46,147 37,051
The Company
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Advances received from customers .............. 43,102 46,147 36,973
28. INTEREST-BEARING BANK BORROWINGS
The Group
31 December 2023 31 December 2024 31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Effective
interest rate
(%) Maturity RMB’000
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — Guaranteed ..... 2.60−3.10 2024 34,013 2.60−3.10 2025 14,012 — — —
Bank loans — Unsecured ..... — 0.95−3.10 2025 38,467 2.30−2.70 2026 103,747
Non-current
Bank loans — Unsecured ..... — 2.80 2026 9,000 2.30 2027 9,000
Total .............. 34,013 61,479 112,747
An alternative approach of disclosing relevant information is illustrated below:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable
Within one year ...................... 34,013 52,479 103,747
In the second year .................... — 9,000 9,000
Total ............................... 34,013 61,479 112,747
The Company
31 December 2023 31 December 2024 31 December 2025
Effective
interest rate
(%) Maturity RMB’000
Effective
interest rate
(%) Maturity RMB’000
Effective
interest rate
(%) Maturity RMB’000
Current
Bank loans — Guaranteed ..... 2.60−3.10 2024 34,013 2.60−3.10 2025 14,012 — — —
Bank loans — Unsecured ..... — 0.95−3.10 2025 36,167 2.30−2.70 2026 98,019
Non-current
Bank loans — Unsecured ..... — 2.80 2026 9,000 2.30 2027 9,000
Total .............. 34,013 59,179 107,019
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 348 ---
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans repayable
Within one year ...................... 34,013 50,179 98,019
In the second year .................... — 9,000 9,000
Total ............................... 34,013 59,179 107,019
Notes:
(a) The Group’s and the Company’s bank borrowings are all denominated in RMB.
(b) As at 31 December 2023, 2024 and 2025, the Group’s and the Company’s interest-bearing bank borrowings amounting to
RMB34,013,000, RMB14,012,000 and nil were guaranteed by the ultimate controller Mr. Zhao Yue and director Ms. Ding
Xia.
29. PROVISION
The Group and the Company
Warranties
RMB’000
At 1 January 2023 ................................................... 461
Additional provision .................................................. 640
Amounts utilised during the year ........................................... (477)
At 31 December 2023 and 1 January 2024 ..................................... 624
At 1 January 2024 ................................................... 624
Additional provision .................................................. 604
Amounts utilised during the year ........................................... (368)
At 31 December 2024 ................................................. 860
At 1 January 2025 ................................................... 860
Additional provision .................................................. 519
Amounts utilised during the year ........................................... (263)
At 31 December 2025 ................................................. 1,116
The amount of the provision for the warranties is estimated based on sales volumes and past
experience of the level of repairs. The estimation basis is reviewed on an ongoing basis and revised
where appropriate.
30. PAID-IN CAPITAL/SHARE CAPITAL
The Group and the Company
Paid-in capital
A summary of movements in the Company’s paid-in capital is as follows:
Number of shares
in issue Paid-in capital
’000 RMB’000
At 31 December 2022 ................................... 10,465 10,465
Rights fully paid ...................................... 905 905
At 31 December 2023 ................................... 11,370 11,370
At 31 December 2023 ................................... 11,370 11,370
Rights fully paid ...................................... 247 247
At 31 December 2024 ................................... 11,617 11,617
At 31 December 2024 ................................... 11,617 11,617
Conversion into a joint stock company ......................... (11,617) (11,617)
At 31 December 2025 ................................... ——
APPENDIX I ACCOUNTANTS’ REPORT
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A summary of movements in the Company’s share capital is as follows:
Number of shares
in issue Share capital
’000 RMB ’000
At 1 January 2023, 31 December 2023, 31 December 2024 and 1 January 2025 . ——
Issue of ordinary shares upon conversion into a joint stock company (ordinary
shares of RMB1.00 each) ............................... 11,617 11,617
Issue of new shares .................................... 792 792
Other reserve converted into share capital ....................... 87,591 87,591
At 31 December 2025 ................................... 100,000 100,000
The Company entered into respective shareholders’ agreements and share subscription agreements
(collectively, the “ Pre-IPO Investors Agreements ”) with various Pre-IPO Investors (collectively, the
“Pre-IPO Investors ”). The Pre-IPO Investors acquired ordinary shares of the Company through share
subscription and transfer from the shareholders of the Company with a total consideration of
approximately RMB366 million (collectively, the “ Pre-IPO Investments ”). Pursuant to the Pre-IPO
Investors Agreements, the Pre-IPO Investors were granted by the Company with special rights (“ Special
Rights ”) which included redemption rights, anti-dilution rights and liquidation preferences rights.
There was no exercise of Special Rights granted by the Company throughout the Relevant
Periods.
On 19 May 2025, the Company and the Pre-IPO Investors subsequently entered into supplemental
agreements, agreeing that certain of the Special Rights granted by the Company to Pre-IPO Investors,
including redemption rights, liquidation preferences and anti-dilution rights, have been irrecoverably
terminated and shall be void ab initio. Taking into account the legal and regulatory framework of the
Company’s jurisdiction and the governing law of the supplemental agreements, the directors considered
that it is appropriate to present the Pre-IPO Investments as equity throughout the Relevant Periods.
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as
financial liabilities measured at present value of the redemption amount prior to entering into the
supplemental agreements, (i) the redemption financial liabilities, total current liabilities, net current
(liabilities)/assets and net (liabilities)/assets would have been:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Redemption financial liabilities ................ 379,957 418,062 —
Total current liabilities .................... 541,342 638,928 329,042
(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692
(Net liabilities)/net assets ................... (271,811) (320,306) 148,988
, and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year,
basic loss per share during the Relevant Periods would have been:
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
RMB’000 RMB’000 RMB’000
Finance costs associated with the redemption financial
liabilities ........................... (34,187) (38,105) (16,170)
Total net loss .......................... (81,891) (80,413) (63,236)
Basic loss per share ...................... (0.92) (0.87) (0.65)
The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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31. SHARE-BASED PAYMENTS
The board of directors (the “ Board ”) of the Company declared various restricted share unit
schemes collectively (the “ Schemes ”) under a number of share-based compensation plans for the
purpose of recognising and rewarding eligible persons for their contribution to the Group, attracting
best available personnel and providing additional incentives to them so as to align the interests of these
eligible persons with those of the Group and to further promote the success of the Group’s business.
The controlling shareholder of the Company established two partnerships (“ shareholding
platforms ”) as employee shareholding platforms, and the shareholding platforms directly increase
capital of the Company to obtain equity corresponding to the amount of capital contribution. As the
incentive object, employees directly hold the property share of the partnership in the form of joining
the shareholding platforms, and indirectly hold the equity of the Company, which vest in the form of
the shares (the “ RSUs”).
Batch of 30 December 2022
On 30 December 2022, equivalent to 282,046 shares of the Company were granted through a
shareholding platform to eligible participants at a consideration of RMB20 per share and equivalent to
209,113 shares of the Company were granted through a shareholding platform to eligible participants at
a consideration of RMB1 per share. The shares are subject to a cliff vesting schedule, with the vesting
period commencing from the grant date and concluding upon the successful IPO of the Company. This
structure is designed to incentivize the participants to contribute to the Company’s growth and
successful public listing. After the IPO, in accordance with listing regulations, a lock-up period,
commonly known as the “restricted period”, will be enforced. During this period, shareholders are
prohibited from transferring their shares. The lock-up period is set to last for 1 year, ensuring stability
in the Company’s shareholding structure and supporting the company’s post-IPO development. The
following restricted shares were forfeited during the Relevant Periods.
Number of shares
Y ear ended 31 December
2023 2024 2025
At beginning of the year ................... 491,159 470,248 470,248
Forfeited during the year ................... (20,911) — (2,904)
At end of the year ....................... 470,248 470,248 467,344
The participants have accepted restricted shares by signing off the offer letters.
The aggregate fair value of the restricted shares granted is amounted to approximately
RMB102,587,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the
date of grant to the date on which the vesting conditions are satisfied. The Group has recognized
expenses of RMB24,591,000, RMB24,591,000, and RMB19,824,000 during the years ended 31
December 2023, 2024 and 2025 respectively.
Batch of 30 June 2023
On 30 June 2023, equivalent to 52,278 shares of the Company were granted through a
shareholding platform to eligible participants at a consideration of RMB20 per share and equivalent to
11,008 shares of the Company were granted through a shareholding platform to eligible participants at a
consideration of RMB1 per share. The shares are subject to a cliff vesting schedule, with the vesting
period commencing from the grant date and concluding upon the successful IPO of the Company. This
structure is designed to incentivize the participants to contribute to the Company’s growth and
successful public listing. After the IPO, in accordance with listing regulations, a lock-up period,
commonly known as the “restricted period”, will be enforced. During this period, shareholders are
APPENDIX I ACCOUNTANTS’ REPORT
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prohibited from transferring their shares. The lock-up period is set to last for 1 year, ensuring stability
in the Company’s shareholding structure and supporting the Company’s post-IPO development. The
following restricted shares were granted and forfeited during the Relevant Periods.
Number of shares Number of shares Number of shares
Y ear ended 31
December 2023
Y ear ended 31
December 2024
Y ear ended 31
December 2025
At beginning of the year ................... — 63,286 63,286
Granted during the year .................... 63,286 — —
Forfeited during the year ................... — — (2,662)
At end of the year ....................... 63,286 63,286 60,624
The participants have accepted restricted shares by signing off the offer letters.
The aggregate fair value of the restricted shares granted is amounted to approximately
RMB15,443,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the
date of grant to the date on which the vesting conditions are satisfied. The Group has recognized
expenses of RMB2,206,000, RMB4,412,000 and RMB3,249,000 during the years ended 31 December
2023, 2024 and 2025, respectively.
Batch of 30 June 2024
On 30 June 2024, equivalent to 49,132 shares of the Company were granted through a
shareholding platform to eligible participants at a consideration of RMB20 per share. The shares are
subject to a cliff vesting schedule, with the vesting period commencing from the grant date and
concluding upon the successful IPO of the Company. This structure is designed to incentivize the
participants to contribute to the Company’s growth and successful public listing. After the IPO, in
accordance with listing regulations, a lock-up period, commonly known as the “restricted period”, will
be enforced. During this period, shareholders are prohibited from transferring their shares. The lock-up
period is set to last for 1 year, ensuring stability in the Company’s shareholding structure and
supporting the Company’s post-IPO development. The following restricted shares were granted during
the years ended 31 December 2024 and 2025, respectively.
Number of shares Number of shares
Y ear ended
31 December 2024
Y ear ended
31 December 2025
At beginning of the year ................................. — 49,132
Granted during the year .................................. 49,132 —
At end of the year ..................................... 49,132 49,132
The participants have accepted restricted shares by signing off the offer letters.
The aggregate fair value of the restricted shares granted is amounted to approximately
RMB13,368,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the
date of grant to the date on which the vesting conditions are satisfied. The Group has recognized
expenses of RMB2,674,000 and RMB4,596,000 during the years ended 31 December 2024 and 2025,
respectively.
Batch of 15 May 2025
On 15 May 2025, equivalent to 168,196 shares of the Company were granted through a
shareholding platform to eligible participants at a consideration of RMB6.54 per share. The shares are
subject to a cliff vesting schedule, with the vesting period commencing from the grant date and
concluding upon the successful IPO of the Company with a lock-up period. This structure is designed to
incentivize the participants to contribute to the Company’s growth and successful public listing. During
this period, shareholders are prohibited from transferring their shares. The lock-up period is set to last
APPENDIX I ACCOUNTANTS’ REPORT
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for 1-3 year based on the performance-assessment results for the fiscal years ending 31 December 2025
and 2026, ensuring stability in the Company’s shareholding structure and supporting the Company’s
post-IPO development. The following restricted shares were granted during the year ended 31
December 2025.
Number of shares
Y ear ended 31
December 2025
At beginning of the year ............................................... —
Granted during the year ................................................ 168,196
At end of the year ................................................... 168,196
The participants have accepted restricted shares by signing off the offer letters.
The aggregate fair value of the restricted shares granted is amounted to approximately
RMB4,400,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the date
of grant to the date on which the vesting conditions are satisfied. The Group recognized expenses of
RMB1,130,000 during the year ended 31 December 2025.
Batch of 31 December 2025
On 31 December 2025, equivalent to 35,497 shares of the Company were granted through a
shareholding platform to eligible participants at a consideration of RMB6.54 per share. The shares are
subject to a cliff vesting schedule, with the vesting period commencing from the grant date and
concluding upon the successful IPO of the Company with a lock-up period. This structure is designed to
incentivize the participants to contribute to the Company’s growth and successful public listing. During
this period, shareholders are prohibited from transferring their shares. The lock-up period is set to last
for 1-3 year based on the performance-assessment results for the fiscal years ending 31 December 2025
and 2026, ensuring stability in the Company’s shareholding structure and supporting the Company’s
post-IPO development. The following restricted shares were granted during the year ended 31
December 2025.
Number of shares
Y ear ended 31
December 2025
At beginning of the year ............................................... —
Granted during the year ................................................ 35,497
At end of the year ................................................... 35,497
The participants have accepted restricted shares by signing off the offer letters.
The aggregate fair value of the restricted shares granted is amounted to approximately
RMB1,365,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the date
of grant to the date on which the vesting conditions are satisfied. The Group recognized no expenses
during the year ended 31 December 2025.
The fair value of the restricted shares granted on the date of 30 June 2023, 30 June 2024 and 31
December 2025 was estimated on the dates of grant using the market model with the following
assumptions used and the fair value of the restricted shares granted on the date of 15 May 2025 was
estimated on the date of grant using the price of the recent transaction.
Batch of 30
June 2023
Batch of 30
June 2024
Batch of 15
May 2025
Batch of 31
December 2025
EV/Sales ......................... 9.5x 9.0x n/a 11.8x
Discount for Lack of marketability .......... 16.78% 17.02% n/a 14.69%
Price per share of the recent transaction ....... n/a n/a 33 n/a
APPENDIX I ACCOUNTANTS’ REPORT
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32. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are
presented in the consolidated statements of changes in equity on page I-5 of the financial statements.
(a) Share-based payment reserve
The share-based payment reserve represents the equity-settled share awards as set out in note 31
to the Historical Financial Information.
The Company
Other reserves Accumulated loss Total
RMB’000 RMB’000 RMB’000
At 1 January 2023 ....................... 236,672 (126,855) 109,817
Total comprehensive loss for the year ............ — (55,516) (55,516)
Business combination under common control ........ (945) — (945)
Equity-settled share-based payments
of the Company ....................... 26,797 — 26,797
At 31 December 2023 ..................... 262,524 (182,371) 80,153
Other reserves Accumulated loss Total
RMB’000 RMB’000 RMB’000
At 1 January 2024 ....................... 262,524 (182,371) 80,153
Total comprehensive loss for the year ............ — (50,920) (50,920)
Equity-settled share-based payments of the Company ... 31,677 — 31,677
At 31 December 2024 ..................... 294,201 (233,291) 60,910
Other reserves Accumulated loss Total
RMB’000 RMB’000 RMB’000
At 1 January 2025 ....................... 294,201 (233,291) 60,910
Total comprehensive loss for the period ........... — (56,316) (56,316)
Conversion into a joint stock company ........... (246,376) 246,376 —
Capital injection ........................ 68,325 — 68,325
Other reserve converted into share capital ......... (87,591) — (87,591)
Equity-settled share-based payments of the Company ... 28,799 — 28,799
At 31 December 2025 ..................... 57,358 (43,231) 14,127
33. BUSINESS COMBINATION
In March 2023, the Company acquired 100% equity interests in Jiangsu Xianjue Intelligent
Technology Co., Ltd. (“ Xianjue ”) held by Mr. Zhao Yue, Mr. Ye Yangsheng and Mr. Wang Qun at a
purchase consideration of RMB945,000.00. Xianjue is principally engaged in manufacture and sales of
industrial products.
After the completion of the acquisition, Xianjue was accounted for as a subsidiary of the Group.
Since the Company and Xianjue were under common control of Mr. Yue Zhao (the ultimate controlling
shareholder of the Company) before and after the completion of the aforesaid acquisition, the business
combination of Xianjue has been accounted for by applying the pooling of interest method.
Business combinations arising from transfers of interests in entities that are under the control of
the ultimate shareholder that controls the Group are accounted for as if the acquisitions had occurred at
the beginning of the earliest date presented or, if later, at the date that common control was established.
The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the
acquired entities’ financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
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Upon transfer of interest in an entity to another entity that is under the control of the ultimate
shareholder that controls the Group, any difference between the Group’s interest in the carrying value
of the assets and liabilities and the cost of transfer of interest in the entity is recognised directly in
equity.
The consolidated statement of comprehensive income includes the results of each of the
combining entities from the earliest date presented or since the date when the combining entities first
came under the common control, where this is a shorter period.
All intra-group balances, transactions, unrealised gains and losses resulting from intra-group
transactions and dividends are eliminated in full on consolidation.
The carrying value of the assets and liabilities of Xianjue at the acquisition date were as follows:
Carrying value
recognised on
acquisition
RMB’000
Current assets ...................................................... 694
Non-current assets ................................................... 568
Total assets ....................................................... 1,262
Current liabilities .................................................... (317)
Non-current liabilities ................................................. —
Total liabilities ..................................................... (317)
Net assets ........................................................ 945
Satisfied by cash .................................................... 945
34. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to
right-of-use assets RMB239,000, RMB9,752,000 and RMB14,317,000 and lease liabilities
RMB239,000, RMB9,752,000 and RMB14,317,000, respectively, in respect of lease arrangements for
office.
(b) Changes in liabilities arising from financing activities
31 December 2023
Bank and
other loans Lease liabilities
RMB’000 RMB’000
At 1 January 2023 ..................................... 13,513 21,879
New leases ......................................... — 239
Disposal ........................................... — (1,350)
Changes from financing cash flows ........................... 19,758 (6,425)
Interest expense ....................................... 742 819
At 31 December 2023 ................................... 34,013 15,162
APPENDIX I ACCOUNTANTS’ REPORT
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31 December 2024
Bank and
other loans Lease liabilities
RMB’000 RMB’000
At 1 January 2024 ..................................... 34,013 15,162
New leases ......................................... — 9,752
Changes from financing cash flows ........................... 26,003 (5,286)
Interest expense ....................................... 1,463 700
At 31 December 2024 ................................... 61,479 20,328
31 December 2025
Bank and
other loans Lease liabilities
Accrued listing
expenses in other
payables and
accruals *
RMB’000 RMB’000 RMB’000
At 1 January 2025 ....................... 61,479 20,328 —
New Lease ........................... — 14,317 —
Changes from financing cash flows ............. 48,958 (6,880) (1,725)
Interest expense ......................... 2,310 806 —
Increase in deferred listing expenses ............. — — 2,174
At 31 December 2025 ..................... 112,747 28,571 449
* As of 31 December 2025, the listing expenses amounting to RMB2,174,000 were required to be capitalized and included in
other payables and accruals, of which RMB1,725,000 has been paid.
(c) The total cash outflow for leases included in the statement of cash flows is as follows:
31 December 2023 31 December 2024 31 December 2025
RMB’000 RMB’000 RMB’000
Within operating activities .................. 550 492 559
Within financing activities .................. 6,425 5,286 6,880
35. RELATED PARTY TRANSACTIONS
(a) The Group had the following transactions with related parties during the year:
Notes
31 December
2023
31 December
2024
31 December
2025
RMB’000 RMB’000 RMB’000
Acquisition a subsidiary from the ultimate controlling
shareholder ......................... (i) 945 — —
Interest income from shareholders ............. 158 — —
Note:
(i) Details refer to Note 33 business combination under common control.
(b) No outstanding balances with related parties are as at the end of each of the Relevant
Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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36. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of the
reporting period are as follows:
2023
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
fair value through
other
comprehensive
income
Mandatorily
designated as such Debt investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ................. — — 1,560 1,560
Trade and notes receivables ................. — — 53,741 53,741
Debt instruments at fair value through other comprehensive
income .......................... — 7,907 — 7,907
Financial assets included in prepayments, other
receivables and other assets ................ — — 4,948 4,948
Restricted bank deposits ................... — — 161 161
Cash and cash equivalents .................. — — 99,681 99,681
Total ............................ — 7,907 160,091 167,998
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and bills payables ................................................ 42,816
Financial liabilities included in other payables and accruals (note 26) ..................... 5,282
Interest-bearing bank borrowings ........................................... 34,013
Total ........................................................... 82,111
2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
fair value through
other
comprehensive
income
Mandatorily
designated as such Debt investments
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ................. — — 1,312 1,312
Trade and notes receivables ................. — — 108,973 108,973
Debt instruments at fair value through other comprehensive
income .......................... — 4,353 — 4,353
Financial assets included in prepayments, other receivables and
other assets ........................ — — 5,542 5,542
Financial assets at fair value through profit or loss ...... 2,083 — — 2,083
Restricted bank deposits ................... — — 408 408
Cash and cash equivalents .................. — — 92,859 92,859
Total ............................ 2,083 4,353 209,094 215,530
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 357 ---
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and bills payables ................................................ 74,910
Financial liabilities included in other payables and accruals (note 26) ..................... 9,062
Interest-bearing bank borrowings ........................................... 61,479
Total ........................................................... 145,451
2025
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at fair value through other
comprehensive income
Mandatorily
designated as such Debt investments Equity investment
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ..... — — — 1,224 1,224
Equity investments designated at fair
value through other comprehensive
income .............. — — 250 — 250
Trade and notes receivables ...... — — — 169,569 169,569
Debt instruments at fair value through
other comprehensive income .... — 3,494 — — 3,494
Financial assets included in
prepayments, other receivables and
other assets ............ — — — 4,104 4,104
Financial assets at fair value through
profit or loss ........... 18,012 — — — 18,012
Restricted bank deposits ....... — — — 1,007 1,007
Cash and cash equivalents ...... — — — 153,940 153,940
Total ................ 18,012 3,494 250 329,844 351,600
Financial liabilities
Financial liabilities
at amortised cost
RMB’000
Trade and bills payables ................................................ 130,076
Financial liabilities included in other payables and accruals (note 26) ..................... 9,232
Interest-bearing bank borrowings ........................................... 112,747
Total ........................................................... 252,055
For the details of Pre-IPO Investments, please refer to Note 30 to this report.
37. TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets that are not derecognised in their entirety
The Group endorsed certain notes receivable accepted by banks in Chinese Mainland (the
“Endorsed Bills ”) with a carrying amount of RMB3,399,000, RMB8,876,000 and RMB12,272,000 to
certain of its suppliers in order to settle the trade payables due to such suppliers (the “ Endorsement ”)
as at 31 December 2023, 2024 and 2025, respectively. In the opinion of the management, the Group has
retained the substantial risks and rewards, which include default risks relating to such Endorsed Bills,
and accordingly, it continued to recognise the full carrying amounts of the Endorsed Bills and the
associated trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 358 ---
on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills to any
other third parties. The aggregate carrying amount of the trade payables settled by the Endorsed Bills
during the year to which the suppliers have recourse was RMB3,399,000, RMB8,876,000 and
RMB12,272,000 as at 31 December 2023, 2024 and 2025, respectively. In addition, the Group
discounted certain notes receivable accepted by banks in the Chinese Mainland (the “ Discounted
Notes ”) to certain banks to finance its operating cash flows (the “ Discount ”) with an aggregate
carrying amount of RMB2,300,000 and RMB5,728,000 as at 31 December 2024 and 31 December 2025,
respectively.
Transferred financial assets that are derecognised in their entirety
The Group endorsed certain bills receivable accepted by banks (the “ Derecognised Bills ”) to
certain of their suppliers in order to settle the trade payables due to such suppliers with carrying
amounts in aggregate of RMB20,317,000, RMB18,212,000 and RMB35,772,000 as at 31 December
2023, 2024 and 2025, respectively. The Derecognised Bills had a maturity of 1 to 6 months at the end
of the Relevant Periods. In accordance with the Law of Negotiable Instruments, the holders of the
Derecognised Bills may exercise the right of recourse against any, several or all of the persons,
including the Group, liable for the Derecognised Bills regardless of the order of precedence (the
“Continuing Involvement ”). In the opinion of the management, the Group has transferred substantially
all the risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full
carrying amounts of the Derecognised Bills and the associated trade payables. The maximum exposure
to loss from the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash
flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of
management, the fair values of the Group’s Continuing Involvement in the Derecognised Bills are not
significant.
38. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, the current portion of
pledged deposits, trade and notes receivables, trade and bills payables, financial assets included in
prepayments, other receivables and other assets, financial liabilities included in other payables and
accruals, and amounts due from related parties approximate to their carrying amounts largely due to the
short term maturities of these instruments. Management has also assessed the fair value of the other
long-term receivables approximate to their carrying amounts mainly due to the interest rate of other
long-term receivables approximates to the market interest rates of instruments with similar terms and
risks.
The Group’s finance department headed by the finance manager is responsible for determining the
policies and procedures for the fair value measurement of financial instruments. The finance manager
reports directly to the chief financial officer. At the end of each of the Relevant Periods, the finance
department analyses the movements in the values of financial instruments and determines the major
inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer.
The fair values of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a forced
or liquidation sale. The following methods and assumptions were used to estimate the fair values:
The fair values of interest-bearing bank borrowings have been calculated by discounting the
expected future cash flows using rates currently available for instruments with similar terms, credit risk
and remaining maturities. The changes in fair value as a result of the Group’s own non-performance
risk for interest-bearing bank borrowings as at were assessed to be insignificant.
The Group invests in unlisted investments, which represent wealth management products issued
by banks in Chinese Mainland. The Group has estimated the fair value of these unlisted investments by
using a discounted cash flow valuation model based on the market interest rates of instruments with
similar terms and risks.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 359 ---
For the fair value of the unlisted equity investments at fair value through other comprehensive
income, management has estimated the potential effect of using reasonably possible alternatives as
inputs to the valuation model. If all significant inputs required by fair value measurement are
observable, the instruments are included in level 2. If one or more of the significant inputs is not based
on observable market data, the instruments are included in level 3.
For Level 3 financial assets, the Group adopts the valuation techniques to determine the fair
value. Valuation technique was the recent transaction price. The fair value measurement of these
financial instruments may involve unobservable inputs such as recent transaction price. The Group
periodically reviews the significant unobservable input and valuation adjustments used to measure the
fair values of financial assets in Level 3.
Below is a summary of significant unobservable inputs to the valuation of financial instruments
together with a quantitative sensitivity analysis as at 31 December 2025:
Valuation technique
Significant unobservable
input Range
Sensitivity of fair value to the
input
Unlisted equity investment ... recent transaction price recent transaction price N/A N/A
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial
instruments:
Assets measured at fair value:
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Debt instruments at fair value through other comprehensive
income .......................... — 7,907 — 7,907
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Debt instruments at fair value through other comprehensive
income .......................... — 4,353 — 4,353
Financial assets at fair value through profit or loss ...... — 2,083 — 2,083
Total ............................ — 6,436 — 6,436
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 360 ---
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Debt instruments at fair value through other comprehensive
income .......................... — 3,494 — 3,494
Financial assets at fair value through profit or loss ...... — 18,012 — 18,012
Equity investments designated at fair value through other
comprehensive income .................. — — 250 250
Total ............................ — 21,506 250 21,756
During the Relevant Periods, there were no transfers of fair value measurements between Level 1
and Level 2 and no transfers into or out of Level 3 for financial assets.
The movements in fair value measurements within Level 3 during the year are as follows:
At 31 December
2025
RMB’000
Equity investments at fair value through other comprehensive income
At 1 January ...................................................... —
Purchases ........................................................ 250
At 31 December .................................................... 250
39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments, comprise bank loans and overdrafts and cash and
term deposits. The main purpose of these financial instruments is to raise finance for the Group’s
operations. The Group has various other financial assets and liabilities such as trade receivables and
trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign
currency risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for
managing each of these risks and they are summarised below.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales by operating
units and investing and financing activities by investment holding units in currencies other than the
units’ functional currencies. The following table demonstrates the sensitivity at the end of the reporting
period to a reasonably possible change in the major foreign currency exchange rate, with all other
variables held constant, of the Group’s profit before tax due to differences arising on settlement or
translation of monetary assets and liabilities and the Group’s equity due to the changes of exchange
fluctuation reserves of certain overseas subsidiaries of which the functional currencies are currencies
other than RMB.
APPENDIX I ACCOUNTANTS’ REPORT
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Increase/
(decrease) in
USD/RMB rate
Increase/
(decrease) in profit
before tax
Increase/
(decrease) in
equity
% RMB’000 RMB’000
31 December 2023
If the USD weakens against the RMB ............ (5) (890) (890)
If the USD strengthens against the RMB .......... 5 890 890
31 December 2024
If the USD weakens against the RMB ............ (5) (2,338) (2,338)
If the USD strengthens against the RMB .......... 5 2,338 2,338
31 December 2025
If the USD weakens against the RMB ........... (5) (4,315) (4,315)
If the USD strengthens against the RMB .......... 5 4,315 4,315
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that
all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts
is not significant. For transactions that are not denominated in the functional currency of the relevant
operating unit, the Group does not offer credit terms without the specific approval of the Head of Credit
Control.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents
and other receivables, arises from default of the counterparty, with a maximum exposure equal to the
carrying amounts of these instruments.
Since the Group trades only with recognised and creditworthy third parties, there is no
requirement for collateral. Concentrations of credit risk are managed by analysis by
customer/counterparty, by geographical region and by industry sector. As at the end of each of the
Relevant Periods, the Group had certain concentrations of credit risk as 7.36%, 16.16% and 4.63% of
the Group’s trade receivables were due from the Group’s largest debtor, respectively, and 26.92%,
31.09% and 18.19% of the Group’s trade receivables were due from the Group’s five largest debtors,
respectively.
The table below shows the credit quality and the maximum exposure to credit risk based on the
Group’s credit policy, which is mainly based on past due information unless other information is
available without undue cost or effort, and year-end staging classification. The amounts presented are
gross carrying amounts for financial assets.
31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3 Simplified approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ..... 1,560 — — — 1,560
Trade and notes receivables* ..... — — — 55,026 55,026
Debt instruments at fair value through
other comprehensive income .... 7,907 — — — 7,907
Financial assets included in
prepayments, other receivables and
other assets** ........... 4,948 — — — 4,948
Restricted bank balances ....... 161 — — — 161
Cash and cash equivalents ...... 99,681 — — — 99,681
Total ................ 114,257 — — 55,026 169,283
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 362 ---
31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3 Simplified approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ..... 1,312 — — — 1,312
Trade and notes receivables* ..... — — — 112,190 112,190
Debt instruments at fair value through
other comprehensive income .... 4,353 — — — 4,353
Financial assets included in
prepayments, other receivables and
other assets** ........... 5,542 — — — 5,542
Restricted bank balances ....... 4 0 8——— 4 0 8
Cash and cash equivalents ...... 92,859 — — — 92,859
Total ................ 104,474 — — 112,190 216,664
31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3 Simplified approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Other long-term receivables ..... 1,224 — — — 1,224
Trade and notes receivables* ..... — — — 183,362 183,362
Debt instruments at fair value through
other comprehensive income .... 3,494 — — — 3,494
Financial assets included in
prepayments, other receivables and
other assets** ........... 4,104 — — — 4,104
Restricted bank balances ....... 1,007 — — — 1,007
Cash and cash equivalents ...... 153,940 — — — 153,940
Total ................ 163,769 — — 183,362 347,131
* For trade receivables to which the Group applies the simplified approach for impairment, information based on the
expected credit loss rate is disclosed in note 20 to the Historical Financial Information.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is considered to be
“normal” when they are not past due and there is no information indicating that the financial assets had a significant
increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be
“doubtful”.
Liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This
tool considers the maturity of both its financial instruments and financial assets (e.g., trade receivables)
and projected cash flows from operations.
The Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of bank overdrafts, bank borrowings and lease liabilities. All of the Group’s borrowings
would mature in less than one year as at the end of each of the Relevant Periods, respectively, based on
the carrying value of borrowings reflected in the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 363 ---
The maturity profile of the Group’s financial liabilities as at each end of the Relevant Periods,
based on the contractual undiscounted payments, is as follows:
31 December 2023
Group 2023
On demand
Less than
3 months
3 to less than
12 months
1t o
5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities ............... — 562 2,899 13,590 — 17,051
Trade and bills payables ........... — 42,816 — — — 42,816
Financial liabilities included in payables and
accruals ................. 5,282 ———— 5,282
Interest-bearing bank borrowings ....... — 20,480 14,446 — — 34,926
Total .................... 5,282 63,858 17,345 13,590 — 100,075
31 December 2024
Group 2024
On demand
Less than
3 months
3 to less than
12 months
1t o
5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities ............... — 855 4,750 16,190 — 21,795
Trade and bills payables ........... — 74,910 — — — 74,910
Financial liabilities included in payables and
accruals ................. 9,062 ———— 9,062
Interest-bearing bank borrowings ....... — 38,454 15,474 9,248 — 63,176
Total .................... 9,062 114,219 20,224 25,438 — 168,943
31 December 2025
Group 2025
On demand
Less than
3 months
3 to less than
12 months
1t o
5 years
Over
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities ............... — 923 6,136 20,451 3,798 31,308
Trade and bills payables ........... — 130,076 — — — 130,076
Financial liabilities included in payables and
accruals ................. 9,232 ———— 9,232
Interest-bearing bank borrowings ....... — 37,928 68,205 9,207 — 115,340
Total .................... 9,232 168,927 74,341 29,658 3,798 285,956
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to
continue as a going concern and to maintain healthy capital ratios in order to support its business and
maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Group is not subject to any externally imposed capital
requirements. No changes were made in the objectives, policies or processes for managing capital
during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 364 ---
40. EVENTS AFTER 31 DECEMBER 2025
There are no significant subsequent events undertaken by the Company or by the Group after 31
December 2025.
41. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the
companies now comprising the Group in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 365 ---
The following information sets out in this appendix does not form part of the Accountants’ Report
from Ernst & Young, Certified Public Accountants, Hong Kong, the Reporting Accountants, as set out in
Appendix I to this prospectus, and is included herein for illustrative purpose only. The unaudited pro
forma financial information should be read in conjunction with “Financial Information” 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 adjusted consolidated net tangible assets has been prepared in
accordance with Rule 4.29 of the Rules Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited 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 for illustration purposes only, and is set out here to illustrate the effect of the
Global Offering on our consolidated net tangible assets as of 31 December 2025 as if the Global
Offering had taken place on that day.
The unaudited pro forma adjusted consolidated net tangible assets have 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 of 31 December 2025 or any
future dates. It is prepared based on the consolidated net tangible assets of the Group attributable to
equity holders of the Company as of 31 December 2025 as set out in the Accountants’ Report in
Appendix I to this prospectus and adjusted as described below.
Consolidated net
tangible assets of the
Group attributable
to equity holders of
the Company as at
31 December 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
equity holders of the
Company as at
31 December 2025
Unaudited pro forma adjusted consolidated
net tangible assets of the Group attributable
to equity holders of the Company per Share
as at 31 December 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(note 1) (note 2) (note 3) (note 4)
Based on an Offer Price of
HK$101.6 per Share ...... 147,119 881,839 1,028,958 9.31 10.70
Notes:
1. The consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 December 2025 is
based on consolidated net assets of the Group attributable to equity holders of the Company as at 31 December 2025 of
approximately RMB148,988,000 after deducting of other intangible assets of RMB1,869,000 as of 31 December 2025 set
out in the Accountants’ Report in Appendix I to this prospectus.
2. The estimated net proceeds from the Global Offering are based on 10,497,300 Offer Shares at the indicative Offer Price
HK$101.6 per Share, after deduction of underwriting fees and commissions and other listing related expenses payable by
the Company (excluding the listing expenses that have been charged to profit or loss during the Track Record Period), and
without taking into account of any shares which may be allotted and issued upon the exercise of the Over-allotment
Option.
3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to equity holders of the
Company per Share is calculated based on 110,497,300 Shares in issue immediately following the completion of the Global
Offering and does not take into account of any Shares which may be issued under the Over-allotment Option, or any
Shares which may be allotted, issued or repurchased by the Company.
4. For the purpose of this unaudited pro forma statement of adjusted net tangible assets, the balances stated in RMB are
converted into HKD at the rate of HK$1 to RMB0.8705. No representation is made that the Hong Kong dollar amounts
have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.
5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any trading
results or other transactions for the Group entered into subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 366 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report, prepared for inclusion in this document, received from the
independent reporting accountants of the Company, Ernst & Young, Certified Public Accountants, Hong
Kong, for the purpose of incorporation in this prospectus.
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
To the Directors of Shanghai Seer Intelligent Technology Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited pro forma
financial information of Shanghai Seer Intelligent Technology Co., Ltd. (the “ Company ”) and its
subsidiaries (hereinafter collectively referred to as 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 consolidated net tangible assets as at 31 December 2025, and related notes as
set out on page II-1 of the prospectus dated 15 June 2026 (the “ Prospectus ”) issued by the Company
(the “ Unaudited Pro Forma Financial Information ”). The applicable criteria on the basis of which
the Directors have compiled the Unaudited Pro Forma Financial Information are described in Appendix
II.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate
the impact of the global offering of shares of the Company on the Group’s financial position as at 31
December 2025. As part of this process, information about the Group’s financial position, has been
extracted by the Directors from the Group’s financial statements for the year ended 31 December 2025,
on which an accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited 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
(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued
by the Hong Kong Institute of Certified Public Accountants (the “ 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 behavior.
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.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules,
on the Unaudited 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 Unaudited 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 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
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 367 ---
accountants plan and perform procedures to obtain reasonable assurance about whether the Directors
have compiled the Unaudited 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 purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited 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 Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is
solely to illustrate the impact of the global offering of shares of the Company on unadjusted financial
information of the Group as if 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
the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited 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
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant
effects directly attributable to the transaction, and to obtain sufficient appropriate evidence about
whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the Group, the transaction in respect of which the
Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion:
(a) the Unaudited 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 purpose of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Certified Public Accountants
Hong Kong
15 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 368 ---
TAXATION OF SECURITY HOLDERS
Income tax and capital gains tax of holders of the H shares is subject to the laws and practices of
the PRC and of jurisdictions in which holders of the H shares are resident or otherwise subject to tax.
The following summary of certain relevant taxation provisions is based on current laws and practices,
and has not taken in to account the expected change or amendment to the relevant laws or policies and
does not constitute any opinion or advice. The discussion does not deal with all possible tax
consequences relating to an investment in the H shares, nor does it take into account the specific
circumstances of any particular investor, some of which may be subject to special regulation.
Accordingly, you should consult your own tax adviser regarding the tax consequences of an investment
in the H shares. The discussion is based upon laws and relevant interpretations in effect as of the Latest
Practicable Date, all of which are subject to change or adjustment and may have retrospective effect.
This discussion does not address any aspects of PRC taxation other than income tax, capital gains
tax and profits tax, sales tax, value-added tax, stamp duty and estate duty. Prospective investors are
urged to consult their financial advisers regarding the PRC and other tax consequences of owning and
disposing of the H shares.
Taxation In Chinese Mainland
Tax on Dividends
For Individual Investors
According to the Individual Income Tax Law of the PRC (), or
the Individual Income Tax Law, amended by the SCNPC on 31 August 2018 and effective on 1 January
2019, and the Implementation Rules of the Individual Income Tax Law of the People’s Republic of
China (ૢԷ ) amended by the State Council on 18 December
2018 and effective on 1 January 2019, dividends paid by PRC companies to individual investors are
ordinarily subject to a withholding income tax levied at a flat rate of 20%. Meanwhile, according to the
Notice on Issues Concerning Differentiated Individual Income Tax Policies on Dividends and Bonus of
Listed Companies ( ) issued by the
Ministry of Finance, the State Administration of Taxation and the CSRC on 7 September 2015 and
effective on 8 September 2015, where an individual holds the shares of a listed company obtained from
the public offering for more than one year and transfers the stock of the listed company on the stock
market, the dividend and bonus income shall be temporarily exempted from individual income tax.
Where an individual acquires shares of a listed company from the public offering and transfers the
stock of the listed company on the stock market, if the holding period is within one month (inclusive),
the dividend income shall be included in the taxable income in full; if the holding period is more than
one month but less than one year (inclusive), the dividend income shall be included in the taxable
income at the rate of 50%; the aforesaid income shall be subject to individual income tax at a uniform
rate of 20%.
Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income (τર ),
or the Arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income, executed on 21 August 2006, the PRC government may impose tax on
dividends paid by a PRC company to a Hong Kong resident (including natural person and legal entity),
but such tax shall not exceed 10% of the total amount of dividends payable. If a Hong Kong resident
directly holds 25% or more of the equity interests in a PRC company and the Hong Kong resident is the
beneficial owner of the dividends and meets other conditions, such tax shall not exceed 5% of the total
amount of dividends payable by the PRC company. The Fifth Protocol to the Arrangement between the
Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (݁
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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ࣣ֛or the Fifth Protocol, issued by The
State Administration of Taxation and effective on 6 December 2019 provides that such provisions shall
not apply to arrangements or transactions made for one of the primary purposes of obtaining such tax
benefits.
For Enterprise Investors
Pursuant to the Enterprise Income Tax Law of the PRC (), or the
EIT Law, amended by the SCNPC and effective on 29 December 2018, and the Implementation Rules
of the Enterprise Income Tax Law of the PRC (ૢԷ ), or the
Implementation Rules of the EIT Law, amended by the State Council and effective on 20 January 2025,
a non-resident enterprise is subject to a reduced rate of 10% enterprise income tax on PRC-sourced
income, including dividends paid by a PRC resident enterprise that issues and lists shares in Hong
Kong, if such non-resident enterprise does not have an establishment or place of business in the PRC or
has an establishment or place of business in the PRC but the PRC-sourced income is not actually
connected with such establishment or place of business in the PRC. The aforesaid income tax payable
by non-resident enterprises shall be withheld at source, and the payer shall be the withholding agent,
and the tax shall be withheld by the withholding agent from the payment or due payment every time it
is paid or due. Such tax may be reduced or exempted pursuant to an applicable treaty for the avoidance
of double taxation.
Pursuant to the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the
Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident
Enterprises (͏ΆุΣྤ̮ H੻
) issued by the State Administration of Taxation and effective on 6 November 2008,
a PRC resident enterprise is required to withhold enterprise income tax at a rate of 10% on dividends
paid to non-PRC resident enterprise holders of H Shares which are derived out of profit generated since
2008. The Reply on the Collection of Enterprise Income Tax on Dividends Received by Non-resident
Enterprises from Holding B Shares and Other Shares (͏Άุ՟੻ Bࢹٰ
ҭᔧ) promulgated by the State Administration of Taxation and effective 24
July 2009 further provides that PRC-resident enterprises listed on Chinese and overseas stock
exchanges by issuing stocks (including A shares, B shares and overseas shares) must withhold
enterprise income tax at a flat rate of 10% on dividends of 2008 and onwards that it distributes to
non-resident enterprise shareholders. Such tax rates may be further modified pursuant to the tax treaty
or agreement that China has concluded with a relevant jurisdiction, where applicable.
According to The Arrangement Between The Chinese Mainland And The HONG KONG Special
Administrative Region For The Avoidance of Double Taxation And The Prevention of Fiscal Evasion
with Respect to Taxes on Income (ٙ
τર), the PRC government may impose tax on dividends paid by a PRC company to a Hong Kong
resident (including natural person and legal entity), but such tax shall not exceed 10% of the total
dividends payable by the PRC company. If a Hong Kong resident directly holds 25% or more of equity
interest in a PRC company and the Hong Kong resident is the beneficial owner of the dividends and
meets other conditions, such tax shall not exceed 5% of the total dividends payable by the PRC
company. The Fifth Protocol provides that such provisions shall not apply to arrangements or
transactions made for one of the primary purposes of obtaining such tax benefits.
Pursuant to applicable regulations, 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
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’
verification.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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--- page 370 ---
Tax related to equity transfer income
For Individual Investors
Under the Individual Income Tax Law and its implementation rules, individuals are subject to
individual income tax at a rate of 20% on gains realized on the sale of equity interests in PRC resident
enterprises. Pursuant to the Circular on Continuing the Temporary Exemption of Individual Income Tax
on Gains from Share Transfers by Individuals (੻ᘱᚃᅲ
), which was promulgated by the MOF and The State Administration of
Taxation and became effective on 30 March 1998, from 1 January 1997, income of individuals from the
transfer of shares in listed companies continues to be temporarily exempted from individual income tax.
The State Administration of Taxation does not specify whether to continue to exempt individuals from
personal income tax on the income from the transfer of shares in listed company in the newly revised
EIT Law and Implementation Rules of the EIT Law.
For Enterprise Investors
Under the EIT Law and its implementation rules, a non-PRC resident enterprise is subject to
enterprise income tax at the rate of 10% with respect to PRC-sourced income, including gains derived
from the disposal of shares in a PRC resident enterprise, if it does not have an establishment or
premises in the PRC or has an establishment or premises in the PRC but the PRC-sourced income is not
actually connected with such establishment or premises in the PRC. The aforementioned income tax
payable by non-PRC resident enterprises is subject to source withholding, and the payer is the
withholding agent. The tax shall be withheld by the withholding agent from the payment or due
payment every time it is paid or due. Such tax may be reduced or exempted under applicable tax
treaties or arrangements.
Shanghai-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong
Stock Connect (ʝᑌʝஷዚՓ
) promulgated by the Ministry of Finance, the State Administration of Taxation
and the CSRC on 31 October 2014 and effective on 17 November 2014, transfer spread income derived by
Chinese Mainland enterprises from stock investment listed on the Hong Kong Stock Exchange through
Shanghai-Hong Kong Stock Connect shall be included in their total income and subject to enterprise income
tax according to law. For dividends and bonuses received by Chinese Mainland individual investors from
investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect,
the H-share companies shall apply to CSDC for providing the register of Chinese Mainland individual
investors to the H-share companies and withhold individual income tax at the rate of 20% on behalf of the
H-share companies. Pursuant to the Announcement on Extending the Implementation of the Individual Income
Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock
Connect and the Chinese Mainland-Hong Kong Mutual Recognition of Funds (ٰ
ʮѓ) which promulgated on 21
August 2023 and implemented on the same date, the transfer spread income derived by Chinese Mainland
individual investors from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong
Kong Stock Connect shall be exempted from individual income tax from 5 December 2019 to 31 December
2027. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong
Stock Connect (ʝᑌʝஷዚՓ
), dividends derived by Chinese Mainland enterprises from investing in shares
listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect are included in their
total income and subject to Enterprise Income Tax according to law. Pursuant to which, dividend income
obtained by Chinese Mainland resident enterprises from holding H shares for 12 consecutive months shall be
exempted from enterprise income tax according to law. H-share companies shall not withhold income tax on
dividends and bonus income for Chinese Mainland enterprises investors. The tax payable shall be declared and
paid by the enterprise itself.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 371 ---
Shenzhen-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong
Kong Stock Connect ( ) promulgated
by the Ministry of Finance, the State Administration of Taxation and the CSRC on 5 November 2016
and effective on 5 December 2016, transfer spread income derived by Chinese Mainland enterprises
from stock investment listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock
Connect shall be included in their total income and subject to enterprise income tax according to law.
For dividends and bonuses received by Chinese Mainland individual investors from investing in H
shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the
H-share companies shall apply to CSDC for providing the register of Chinese Mainland individual
investors to the H-share companies and the H-share companies shall withhold individual income tax at
the rate of 20% on behalf of the investors.
Pursuant to the Announcement on Extending the Implementation of the Individual Income Tax Policies
Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and the
Chinese Mainland-Hong Kong Mutual Recognition of Funds (ʝᑌ
ʮѓ) which promulgated on 21 August 2023 and
implemented on the same date, the transfer spread income derived by Chinese Mainland individual investors
from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock
Connect shall be exempted from individual income tax to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong
Kong Stock Connect ( ), dividends
derived by Chinese Mainland enterprises investors from investing in shares listed on the Hong Kong
Stock Exchange through Shenzhen-Hong Kong Stock Connect are included in their total income and
subject to Enterprise Income Tax according to law. In particular, dividend and bonus income obtained
by Chinese Mainland resident enterprises from holding H shares for 12 consecutive months shall be
exempted from enterprise income tax according to law. H-share companies shall not withhold income
tax on dividends and bonus income for Chinese Mainland enterprises. The tax payable shall be declared
and paid by the enterprise itself.
Stamp Duty
According to the Stamp Duty Law of the People’s Republic of China (೼
), which was promulgated on 10 June 2021 and came into effect on 1 July 2022, the disposal of H
Shares by non-Chinese Mainland investors outside of the Chinese Mainland is not subject to the
requirements of the Stamp Duty Law of the People’s Republic of China.
Estate duty
According to PRC law, no estate duty is currently levied in the Chinese Mainland.
TAXATION IN HONG KONG
Tax on Dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in
Hong Kong in respect of dividends paid by the Company.
Profit Tax
No profit tax is imposed in Hong Kong in respect of the sale of H shares. However, trading profits
from the sale of the H shares by persons carrying on any industry, profession or business in Hong
Kong, where such profits are derived from or arise in Hong Kong from such industry, profession or
business will be subject to Hong Kong profits tax. Trading profits from sales of the H shares effected
on the Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong.
Liability for Hong Kong profits tax would thus arise in respect of trading profits from sales of H shares
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 372 ---
effected on the Hong Kong Stock Exchange realized by persons carrying on a business of trading or
dealing in securities in Hong Kong. The trading profits from sales of the H shares for certain categories
of taxpayers are likely to be regarded as deriving trading profits rather than capital gains (for example,
financial institutions, insurance companies and securities dealers) unless these taxpayers can prove that
the investment securities are held for long-term investment purposes. Shareholders should take advice
from their own professional advisers as to their particular tax position.
Currently, the profit tax rate for the first HK$2 million of assessable profits of an incorporated
company is 8.25%, and profits above such amount is subject to a tax rate of 16.5%. The profit tax rate
for the first HK$2 million of assessable profits of an unincorporated company is 7.5%, and profits
above such amount is subject to a tax rate of 15%.
Stamp Duty
Hong Kong stamp duty, currently charged at the ad valorem rate of 0.10% on the higher of the
consideration for or the market value of the H shares, will be payable by the purchaser on every
purchase and by the seller on every sale of any Hong Kong securities, including H shares (in other
words, a total of 0.20% is currently payable on a typical sale and purchase transaction involving H
Shares). In addition, a fixed duty of HK$5.00 is currently payable on any instrument of transfer of H
Shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty
due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable
by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the
duty payable may be imposed.
AFRC Transaction Levy
The AFRC Transaction Levy was applicable to all sale and purchase of securities at 0.00015% per
side with effect from January 1, 2022, which will be regarded as one of the transaction costs.
Estate Duty
The Revenue (Abolition of Estate Duty) Ordinance 2005 abolished estate duty in respect of deaths
occurring on or after February 11, 2006.
MAJOR TAXATION OF OUR COMPANY IN THE PRC
Enterprise Income Tax
According to the Enterprise Income Tax Law of the People’s Republic of China ( ʕശɛ͏΍ձ
), enterprises and other income-generating organizations (hereinafter collectively
referred to as “ enterprises ”) within the territory of the People’s Republic of China are the taxpayers of
enterprise income tax and shall pay enterprise income tax in accordance with the provisions of the EIT
Law. The Enterprise Income Tax rate is 25%. Enterprises are classified into resident enterprises and
non-resident enterprises. A non-resident enterprise that does not have an establishment or place of
business in the PRC, or has an establishment or place of business in the PRC but the income has no
actual connection to such establishment or place of business, shall pay enterprise income tax on its
income within the PRC and withhold at source, where the payer is the withholding agent. The tax shall
be withheld by the withholding agent from the payment or due payment every time it is paid or due.
Meanwhile, any gains realized on the transfer of shares by such investors are subject to enterprise
income tax and shall be withheld at source if such gains are regarded as income derived from the
transfer of property within the PRC.
V alue-added tax
Pursuant to the Provisional Regulations on Value-added Tax of the PRC (೼
ᅲБૢԷ) amended by the State Council and became effective on 19 November 2017 and the Detailed
Rules for the Implementation of the Provisional Regulations on Value-added Tax of the PRC ( ʕശɛ
) amended by the MOF on 28 October 2011 and effective on 1
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November 2011, all entities and individuals in the PRC engaging in the sale of goods, the provision of
processing, repairs and replacement services, and the importation of goods are required to pay
value-added tax. For taxpayers selling or importing goods, the general tax rate shall be 17% unless
otherwise specified in the aforesaid regulations.
According to the Notice on the Adjustment to V AT Rates (࠽
) (Cai Shui [2018] No. 32), promulgated by the MOF and the State Administration of
Taxation on 4 April 2018, and became effective as of 1 May 2018, the V AT rates of 17% and 11%
applicable to the taxpayers who have V AT taxable sales activities or imported goods are adjusted to
16% and 10%, respectively.
According to the Announcement on Relevant Policies for Deepening Value-Added Tax Reform
(ʮѓ ) (2019 No. 39 of MOF, State Administration of Taxation and
General Administration of Customs), promulgated by the MOF, the State Administration of Taxation
and the General Administration of Customs on 20 March 2019 and became effective on 1 April 2019,
the V AT rates of 16% and 10% applicable to the taxpayers who have V AT taxable sales activities or
imported goods are adjusted to 13% and 9%, respectively.
On December 25, 2024, the SCNPC promulgated the V AT Law of the PRC ( ʕശɛ͏΍ձ਷ᄣ
), which will come into effective on January 1, 2026, and replace the Provisional Regulations
on Value-added Tax of the PRC.
FOREIGN EXCHANGE ADMINISTRATION IN THE PRC
The lawful currency of the PRC is the Renminbi. The SAFE, authorized by the PBOC, is
empowered with the functions of administering all matters relating to foreign exchange, including the
enforcement of foreign exchange regulations.
Pursuant to the Regulations of the People’s Republic of China on Foreign Exchange Control ( ʕ
ശɛ͏΍ձ਷̮ි၍ଣૢԷ) amended by the State Council and became effective on 5 August 2008,
all international payments and transfers are classified into current account items and capital account
items. The PRC does not impose restrictions on international payments and transfers under current
account items. Foreign exchange income from the current account of PRC enterprises may be retained
or sold to financial institutions engaged in the settlement and sale of foreign exchange in accordance
with relevant provisions of the State. The retention or sale of foreign exchange receipts under capital
accounts to financial institutions engaging in settlement and sale of foreign exchange shall be subject to
the approval of foreign exchange administrative authorities, unless otherwise stipulated by the State.
Pursuant to the Regulations for the Administration of Settlement, Sale and Payment of Foreign
Exchange () promulgated by the PBOC on 20 June 1996 and became
effective on 1 July 1996, the remaining restrictions on convertibility of foreign exchange in respect of
current account items are abolished while the existing restrictions on foreign exchange transactions in
respect of capital account items are retained. According to relevant laws and regulations of the PRC,
PRC enterprises (including foreign-invested enterprises) which require foreign exchange for
transactions relating to current account items, may, without the approval of SAFE, effect payment from
their foreign exchange accounts at the designated foreign exchange banks, on the strength of valid
receipts and proof of transactions. Foreign-invested enterprise that need to distribute profits to their
shareholders in foreign exchange and Chinese enterprise that need to pay fixed dividends in foreign
exchange in accordance with the requirements shall pay from its foreign exchange account or pay at the
designated foreign exchange bank by a resolution of the board of directors on the distribution of profits.
According to the Decision of the State Council on Canceling and Adjusting a Group of
Administrative Approval Items and Other Matters (ᄲҭධͦഃԫධ
) promulgated by the State Council and effective on 23 October 2014, the administrative
approval of the SAFE and its branches on matters concerning the repatriation and settlement of foreign
exchange of overseas-raised funds through overseas listing has been canceled.
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According to the Circular of the SAFE on Relevant Issues Concerning the Foreign Exchange
Administration of Overseas Listing ( )
promulgated by the SAFE and became effective on 26 December 2014, the relevant provisions on
foreign exchange administration of domestic joint stock companies (hereinafter referred to as “ domestic
companies ”) listed overseas are as follows:
(i) The SAFE and its branches and the Foreign Exchange Management Department, or the
Foreign Exchange Bureau, supervise, manage and inspect the business registration, account
opening and use, cross-border income and expenditure, and capital exchange involved in the
overseas listing of domestic companies.
(ii) A domestic company shall, within 15 working days after the completion of the overseas
listing and issuance, register the overseas listing with the Foreign Exchange Bureau at the
place where it is registered with relevant material.
(iii) After the overseas listing of a domestic company, its domestic shareholders who intend to
increase or reduce their shareholding in an overseas listed company according to relevant
regulations shall register the overseas shareholding with the local foreign exchange bureau at
the place where the domestic shareholders are located within 20 working days prior to the
proposed increase or reduction of shareholding with relevant materials.
(iv) A domestic company (other than banking financial institutions) shall, by virtue of its
registration certificate for overseas listing business, open a “special foreign exchange
account for overseas listing of domestic companies” with a domestic bank for its initial
offering (or additional offering) and repurchase business to handle the remittance and
transfer of funds for the relevant business.
According to the Notice of the State Administration of Foreign Exchange on Further Simplifying
and Improving Policies for the Foreign Exchange Administration of Direct Investment (̮ි၍ଣ
 ) issued on 13 February 2015 and came into
effect on 1 June 2015, the SAFE has cancelled the confirmation of foreign exchange registration under
domestic direct investment and the confirmation of foreign exchange registration under overseas direct
investment, instead, banks shall directly examine and handle foreign exchange registration under
domestic direct investment and foreign exchange registration under overseas direct investment, and the
SAFE and its branch offices shall indirectly regulate the foreign exchange registration of direct
investment through banks.
According to the Notice of the State Administration of Foreign Exchange of the PRC on
Revolutionize and Regulate Capital Account Settlement Management Policies (ҷ
 ) issued and implemented by the SAFE on 9 June 2016,
foreign currency earnings in capital account that relevant policies of willingness exchange settlement
have been clearly implemented on (including the recalling of raised capital by overseas listing) may
undertake foreign exchange settlement in the banks according to actual business needs of the domestic
institutions. The tentative percentage of foreign exchange settlement for foreign currency earnings in
capital account of domestic institutions is 100%, subject to adjustment by the SAFE in due time in
accordance with international revenue and expenditure situations.
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This Appendix summarizes certain aspects of PRC laws and regulations which are relevant to our
Company’s operations and business. Laws and regulations relating to taxation in the PRC are discussed
separately in “Appendix III — Taxation and Foreign Exchange” to this document. This Appendix also
contains a summary of laws and regulatory provisions of the PRC Company Law. The principal
objective of this summary is to provide potential investors with an overview of the principal laws and
regulatory provisions applicable to our Company. This summary is not intended to include all the
information which is important to the potential investors. For a discussion of laws and regulations
which are relevant to our Company’s business, see “Regulatory Overview” in this document.
THE PRC LEGAL SYSTEM
The PRC legal system is based on the PRC Constitution (), or the
Constitution, and is made up of written laws, administrative regulations, local regulations, separate
regulations, rules and regulations of departments of the State Council, rules and regulations of local
governments, autonomous regulations, separate regulations of autonomous regions, special
administrative region law and international treaties and other regulatory documents signed by the PRC
government. Court decisions do not constitute binding precedents, although they are used for the
purposes of judicial reference and guidance.
According to the Constitution and the Legislation Law of the People’s Republic of China ( ʕശ
), or the Legislation Law, which was amended by the National People’s Congress
(“NPC”) on 13 March 2023 and became effective on 15 March 2023, the NPC and the Standing
Committee of the National People’s Congress (“ SCNPC ”) are empowered to exercise the legislative
power of the State. The NPC has the power to formulate and amend basic laws governing criminal and
civil matters, state organs and other matters. The SCNPC is empowered to formulate and amend laws
other than those required to be enacted by the NPC and to supplement and amend any parts of laws
enacted by the NPC during the adjournment of the NPC, provided such supplements and amendments
are not in conflict with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to formulate
administrative regulations based on the Constitution and laws. The people’s congresses of provinces,
autonomous regions and municipalities and their respective standing committees may formulate local
regulations based on the specific circumstances and actual needs of their respective administrative
areas, provided that such local regulations do not contravene any provision of the Constitution, laws or
administrative regulations. The people’s congresses of cities divided into districts and their standing
committees may formulate local regulations on matters such as urban and rural construction and
management, ecological civilization construction, historical and cultural protection and grassroots
governance based on the specific circumstances and actual needs of such cities, provided that such local
regulations do not contravene any provision of the Constitution, laws, administrative regulations and
local regulations of such provinces or autonomous regions. Where laws have other stipulations on
matters of local regulations formulated by cities divided into districts, such stipulations shall prevail.
The local regulations of cities divided into districts shall be submitted for approval before
implementation.
The standing committees of the people’s congresses of provinces or autonomous regions shall
examine the legality of local regulations submitted for approval, and such approval should be granted
within four months if they are not in conflict with the Constitution, laws, administrative regulations and
local regulations of their respective provinces or autonomous regions. People’s congresses of national
autonomous areas have the power to enact autonomous regulations and separate regulations in the light
of the political, economic and cultural characteristics of the nationality (nationalities) in the areas
concerned. The ministries, commissions, People’s Bank of China, National Audit Office of the State
Council and institutions with administrative functions directly under the State Council may formulate
rules and regulations within the jurisdiction of their respective departments based on the laws and the
administrative regulations, decisions and rulings of the State Council.
The Constitution has supreme legal authority and no laws, administrative regulations, local
regulations, autonomous regulations or separate regulations or rules may contravene the Constitution.
The authority of laws is greater than that of administrative regulations, local regulations and rules. The
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authority of administrative regulations is greater than that of local regulations and rules. The authority
of the rules enacted by the people’s governments of the provinces and autonomous regions is greater
than that of the rules enacted by the people’s governments of the cities divided into districts within
their respective administrative regions.
The NPC has the power to alter or annul any inappropriate laws enacted by the SCNPC, and to
annul any autonomous regulations and separate regulations which have been approved by the SCNPC
but which contravene the Constitution and the Legislation Law; the SCNPC has the power to annul
administrative regulations that contravene the Constitution and laws, to annul local regulations that
contravene the Constitution, laws and administrative regulations, and to annul autonomous regulations
and separate regulations which have been approved by the standing committees of the people’s
congresses of the relevant provinces, autonomous regions or municipalities directly under the Central
Government, but which contravene the Constitution and the Legislation Law; the State Council has the
power to alter or annul any inappropriate ministerial rules and rules of local governments; the people’s
congresses of provinces, autonomous regions and municipalities directly under the Central Government
have the power to alter or annul any inappropriate local regulations enacted or approved by their
respective standing committees; the standing committees of the local people’s congresses have the
power to annul inappropriate rules enacted by the people’s governments at the corresponding level; the
people’s governments of provinces and autonomous regions have the power to alter or annul any
inappropriate rules enacted by the people’s governments at a lower level.
According to the Constitution and the Legislation Law, the power to interpret laws is vested in the
SCNPC. According to the Decision of the SCNPC Regarding the Strengthening of Interpretation of
Laws (Ӕᙄ ) passed by the SCNPC and
effective on 10 June 1981, the Supreme People’s Court shall give interpretation on questions involving
the specific application of laws and decrees in court trials. The Supreme People’s Procuratorate shall
interpret all issues involving the specific application of laws and decrees in the procuratorial work.
Interpretation of questions involving the specific application of laws and decrees in areas unrelated to
judicial and procuratorial work shall be provided by the State Council and competent authorities.
Where the scope of local regulations needs to be further defined or additional stipulations need to
be made, the standing committees of the people’s congresses of provinces, autonomous regions and
municipalities directly under the Central Government which have enacted these regulations shall
provide the interpretations or make the stipulations. Interpretation of questions involving the specific
application of local regulations shall be provided by the competent departments of the people’s
governments of provinces, autonomous regions and municipalities.
PRC JUDICIAL SYSTEM
According to the Constitution and the Law of the PRC of Organization of the People’s Courts
() amended by the SCNPC on 26 October 2018 and becoming
effective on 1 January 2019, the PRC People’s Court is made up of the Supreme People’s Court, the
local people’s courts, and other special people’s courts. The local people’s courts are divided into three
levels, namely the basic people’s courts, the intermediate people’s courts and the higher people’s courts.
The basic people’s courts may set up certain people’s tribunals based on the status of the region,
population and cases. The Supreme People’s Court shall be the highest judicial organ of the state. The
Supreme People’s Court shall supervise the administration of justice by the local people’s courts at all
levels and by the special people’s courts. The people’s courts at a higher level shall supervise the
judicial work of the people’s courts at lower levels.
According to the Constitution and the Law of Organization of the People’s Procuratorate of the
PRC () revised by SCNPC on 26 October 2018 and taking effect
on 1 January 2019, the People’s Procuratorate is the law supervision organ of the state. The Supreme
People’s Procuratorate shall be the highest procuratorial organ. The Supreme People’s Procuratorate
shall direct the work of the local people’s procuratorates at all levels and of the special people’s
procuratorates; the people’s procuratorates at higher levels shall direct the work of those at lower
levels.
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The people’s courts employ a two-tier appellate system, and judgments or rulings of the second
instance at the people’s courts are final. A party may appeal against the judgment or ruling of the first
instance of a local people’s courts. The people’s procuratorate may present a protest to the people’s
courts at the next higher level in accordance with the procedures stipulated by the laws. In the absence
of any appeal by the parties and any protest by the people’s procuratorate within the stipulated period,
the judgments or rulings of the people’s courts are final. Judgments or rulings of the second instance of
the intermediate people’s courts, the higher people’s courts and the Supreme People’s Court and those
of the first instance of the Supreme People’s Court are final. However, if the Supreme People’s Court or
the people’s courts at the next higher level finds any definite errors in a legally effective final judgment
or ruling of the people’s court at a lower level, or if the chief judge of a people’s court at any level
finds any definite errors in a legally effective final judgment or ruling of such court, the case can be
retried according to judicial supervision procedures.
The PRC Civil Procedure Law (ج2023͍)), or the PRC Civil
Procedure Law, adopted by the SCNPC on 1 September 2023 and effective on 1 January 2024 sets forth
the requirements for instituting a civil action, the jurisdiction of the people’s courts, the procedures to
be followed for conducting a civil action and the procedures for enforcement of a civil judgment or
order. All parties to a civil action conducted within the PRC must comply with the PRC Civil Procedure
Law. Civil cases are generally heard by the courts where the defendants are located. The court of
jurisdiction in a civil action may be chosen by express agreement between the parties, provided that the
court is located at a place that has direct connection with the dispute, such as the plaintiff’s or the
defendant’s place of domicile, the place where the contract is performed or signed, or the object of the
action is located. However, the choice of the court cannot be in conflict with the regulations of different
jurisdictions and exclusive jurisdictions in any case.
A foreign individual, a person without nationality, a foreign-invested enterprise or a foreign
organization must have the same litigation rights and obligations as a PRC citizen, legal person or other
organizations when initiating or defending any proceedings at a people’s court. If a foreign court limits
the litigation rights of PRC citizens and enterprises, the PRC court may apply the same limitations to
the citizens and enterprises of such foreign country. A foreign individual, a person without nationality, a
foreign-invested enterprise or a foreign organization must engage a PRC lawyer if such person needs to
engage a lawyer in initiating or defending any proceedings at a people’s court. Under an international
treaty or the principle of reciprocity signed or acceded to by the PRC, the people’s court and foreign
courts may require each other to act on their behalf to serve documents, conduct investigations, collect
evidence and take other actions on behalf of each other. If the request by a foreign court would result in
the violation of the PRC’s sovereignty, security or public interest, the people’s court shall decline the
request.
All parties must comply with legally effective civil judgments and rulings. If any party to a civil
action refuse to comply with a judgment or order made by a people’s court or an award made by an
arbitration tribunal in the PRC, the other party may apply to the people’s court for enforcement within
two years. Suspension or disruption of the time limit for applying for such enforcement shall comply
with the provisions of the applicable law concerning the suspension or disruption of the time-barring of
actions.
When a party applies to a people’s court for enforcing an effective judgment or ruling by a
people’s court against a party who is not located within the territory of the PRC or whose property is
not within the PRC, the party may apply to a foreign court with proper jurisdiction for recognition and
enforcement of the judgment or ruling. A foreign judgment or ruling may also be recognized and
enforced by the people’s court according to the PRC enforcement procedures if the PRC has entered
into, or acceded to, an international treaty with the relevant foreign country, which provides for such
recognition and enforcement, or if the judgment or ruling satisfies the court’s examination according to
the principle of reciprocity, unless among other exceptions, the people’s court finds that the recognition
or enforcement of such judgment or ruling will result in a violation of the basic legal principles of the
PRC, its sovereignty or security, or for reasons of social and public interests.
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THE PRC COMPANY LA W, TRIAL MEASURES AND GUIDELINES FOR ARTICLES OF
ASSOCIATION
A joint stock limited company established in the PRC seeking a listing on The Stock Exchange of
Hong Kong Limited is mainly subject to the following laws and regulations of the PRC.
The PRC Company Law (), or the Company Law, was adopted by the
Fifth Standing Committee Meeting of the Eighth NPC on 29 December 1993 and came into effect on 1
July 1994, and was amended on 25 December 1999, 28 August 2004, 27 October 2005, 28 December
2013, 26 October 2018 and 29 December 2023. The latest revised Company Law came into effect on 1
July 2024.
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies ( ) and its five interpretative guidelines
promulgated by the China Securities Regulatory Commission (“ CSRC”) on 17 February 2023 came into
effect on 31 March 2023 and were applicable to the direct and indirect overseas share subscription and
listing of domestic companies.
According to the Trial Measures and its interpretative guidelines, where a domestic company
directly offering and listing overseas, it shall formulate its articles of association in line with the
Guidelines for Articles of Association of Listed Companies (ˏ), or the Guidelines
for Articles of Association, in place of the Mandatory Provisions for Articles of Association of
Companies to be Listed Overseas which ceased to apply from 31 March 2023. The Guidelines for
Articles of Association were promulgated by the CSRC on 16 December 1997 and last amended on 28
March 2025.
Set out below is a summary of the major provisions of the Company Law, the Trial Measures and
the Guidelines for Articles of Association which are applicable to our Company.
General Provisions
“A joint stock limited company” means a corporate legal person incorporated under the Company
Law, whose registered capital is divided into shares of equal par value. The liability of its shareholders
is limited to the extent of the shares held by them and the liability of a company is limited to the full
value of all the property owned by it.
A company must conduct its business in accordance with laws as well as public and commercial
ethics. A company may invest in other limited liability companies. The liabilities of the company to
such invested companies are limited to the amount invested. Unless otherwise provided by laws, a
company cannot be the capital contributor who has the joint liabilities associated with the debts of the
invested enterprises.
Incorporation
A joint stock limited company may be incorporated by promotion or subscription. A joint stock
limited company may be incorporated by a minimum of one but not more than 200 promoters, and at
least half of the promoters must have residence within the PRC.
The promoters shall convene an inaugural meeting of the company within 30 days after the share
capital has been paid-up and shall notified all subscribers the date of the meeting or make an
announcement in this regard 15 days before the meeting. The inaugural meeting may be held only the
presence of promoters and subscribers holding more than 50% of the total number of shares. Powers to
be exercised at the inaugural meeting include but not limited to the adoption of articles of association
and the election of members of the board of directors and the supervisory committee of a company. The
aforesaid matters shall be resolved by more than 50% of the votes to be casted by subscribers presented
at the meeting.
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Within 30 days after the conclusion of the inaugural meeting, the board of directors shall apply to
the registration authority for registration of the incorporation of the joint stock limited company. A
company is formally established and has the status of a legal person after the business license has been
issued by the relevant registration authority.
Registered Shares
Under the Company Law, shareholders may make capital contributions in cash, or with
non-monetary property that may be valued in money and legally transferred, such as contribution in
kind or with intellectual property rights, land use rights, shareholding or claims.
The Trial Measures provides that domestic enterprises that are listed overseas may raise funds and
distribute dividends in foreign currencies or Renminbi.
Under the Trial Measures, for a domestic company directly offering and listing overseas,
shareholders of its domestic unlisted shares applying to convert such shares into shares listed and
traded on an overseas trading venue shall conform to relevant regulations promulgated by the CSRC
and authorize the domestic company to file with the CSRC on their behalf. The domestic unlisted
shares mentioned in the preceding paragraph refer to the shares that have been issued by domestic
enterprises but have not been listed or listed for trading on domestic exchanges. Domestic unlisted
shares shall be centrally registered and deposited with domestic securities registration and settlement
institutions. The registration and settlement arrangements of overseas listed shares shall be subject to
the provisions of overseas listing places.
Under the Company Law, a joint stock limited company is required to maintain a register of
shareholders, detailing the following information: (i) the name and domicile of each shareholder; (ii)
the class and number of shares subscribed for by each shareholder; (iii) the serial number of shares if
issued in paper form; and (iv) the date on which each shareholder acquired the shares.
Allotment and Issue of Shares
All issue of shares of a joint stock limited company shall be based on the principles of equality
and fairness. The same class of shares must carry equal rights. Shares issued at the same time and
within the same class must be issued on the same conditions and at the same price. It may issue shares
at par value or at a premium, but it may not issue shares below the par value.
Domestic enterprises issued and listed overseas shall file with the CSRC in accordance with Trial
Measures, submit filing reports, legal opinions and other relevant materials, and truthfully, accurately
and completely explain shareholder information and other information. Where a domestic enterprise
directly issues and is listed overseas, the issuer shall file with the CSRC. If a domestic enterprise is
indirectly listed overseas, the issuer shall designate a major domestic operating entity as the domestic
responsible person and file with the CSRC.
Increase in Share Capital
Under the Company Law, in the case of a joint stock limited company issuing new shares,
resolutions shall be passed at the shareholders’ general meeting in respect of the class and number of
new shares, the issue price of the new shares, the commencement and end dates for the issuance of new
shares and the class and number of the new shares proposed to be issued to existing shareholders, if
any. If no par value stock is issued, the proceeds from the issuance of the new stocks shall be included
into the registered capital. Additionally, if a company intends to make public offering of shares, it is
required to complete the registration with the securities regulatory authority of the State Council and
announce the prospectus.
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Reduction of Share Capital
A company may reduce its registered capital in accordance with the following procedures
prescribed by the Company Law:
(i) to prepare a balance sheet and a property list;
(ii) a company makes a resolution at shareholders’ general meeting to reduce its registered
capital;
(iii) a company shall inform its creditors within 10 days and publish an announcement in
newspapers or the National Enterprise Credit Information Publicity System within 30 days
after the approval of resolution of reducing registered capital;
(iv) the creditors shall have the right to require a company to repay its debts or provide
corresponding guarantees within 30 days after receiving the notice or within 45 days after
the announcement if the creditors have not received the notice;
(v) when a company reduces its registered capital, it shall register the change with a company
registration authority in accordance with the law.
When a company reduces its registered capital, it must reduce the amount of capital contribution
or shares in proportion to the capital contribution or shares held by the shareholders, unless otherwise
prescribed by any law, or agreed upon by all the shareholders of a limited liability company, or as
specified in the articles of association of a joint stock limited company.
Share Buy-Back
Under the Company Law, a company shall not purchase its own shares. Except for any following
circumstances:
(i) reducing the registered capital;
(ii) merging with other company that holds the shares of the company;
(iii) using the shares for employee stocks plan or equity incentives;
(iv) with respect to shareholders voting against any resolution adopted at the shareholders’
general meeting on the merger or division of our Company, the right to demand our
Company to acquire the shares held by them;
(v) using the shares for the conversion of convertible corporate bonds issued by the listed
company;
(vi) as required for maintenance of the corporate value and shareholders’ rights and interests of a
listed company.
The purchase of shares of a company for reasons specified in the case of (i) to (ii) above shall be
subject to the resolution of the general meeting; the purchase of shares of a company for reasons
specified in the case of (iii), (v) and (vi) above shall be subject to the resolution of the Board meeting
attended by more than two-thirds of the directors in accordance with the provisions of the articles of
association or the authorization from the general meeting.
Following the purchase of a company’s shares by a company in accordance with the above
provisions, such shares shall be canceled within 10 days from the date of buy-back in the case of item
(i) above; such shares shall be transferred or canceled within six months in the case of items (ii) and
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(iv) above; the total numbers of share of our Company held by a company shall not exceed 10% of the
total issued shares of our Company, and shall be transferred or canceled within three years in the case
of items (iii), (v) and (vi) above.
Transfer of Shares
Shares held by a shareholder may be transferred according to the law. Under the Company Law, a
shareholder should affect a transfer of his shares on securities exchange established according to the
law or by any other means as required by the State Council. Registered shares may be transferred by
endorsement of shareholders or by other means stipulated by laws or administrative regulations. After
the transfer, a company shall record the name and address of the transferee in the register of
shareholders. No changes of registration in the share register provided in the foregoing requirement
shall be affected during a period of 20 days prior to the convening of shareholder’s general meeting or
5 days prior to the record date for a company’s distribution of dividends. If any law, administrative
regulation, or any provision by the securities regulatory authority of the State Council specifies
otherwise for the modification of the register of shareholders of a listed company, such provisions
should prevail.
Under the Company Law, shares issued by a company prior to the public offering of shares shall
not be transferred within one year from the date on which the shares of the company are listed and
traded on a securities exchange. The directors, supervisors and senior management of the company
should declare to the company the shares they hold and the changes thereof. During the term of office
as determined when they assume the posts, the shares transferred each year should not exceed 25% of
the total shares they hold of the company. Shares of a company held by its directors, supervisors and
senior management shall not be transferred within one year from the date of a company’s listing on a
securities exchange, nor within six months after their resignation from their positions with a company.
If the shares are pledged within the time limit for restricted transfer as provided for by laws and
administrative regulations, the pledgee cannot exercise the pledge right within such restricted period.
Shareholders
Under the Company Law and Guidelines for Articles of Association, the rights of a shareholder of
ordinary shares of a company include:
(i) to receive dividends and other forms of distributions in proportion to their shareholdings;
(ii) to attend or appoint a proxy to attend shareholders’ general meetings and to exercise voting
rights;
(iii) to supervise and manage a company’s business operations, and to present proposals or to
raise inquiries;
(iv) to transfer shares in accordance with laws, administrative regulations and the provisions of
the articles of association;
(v) to inspect the company’s articles of association, share register, counterfoil of company
debentures, minutes of shareholder’s general meetings, resolutions of meetings of the board
of directors, resolutions of meetings of the board of supervisors and financial and accounting
reports and to make proposals or enquiries on the company’s operations;
(vi) in the event of the winding-up or liquidation of a company, to participate in the distribution
of remaining property of a company in proportion to the number of shares held;
(vii) other rights conferred by laws, administrative regulations and the articles of association.
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The obligations of a shareholder of ordinary shares of a company include:
(i) to comply with the articles of association;
(ii) to pay subscription money according to the number of shares subscribed and the method of
subscription;
(iii) not to abuse their shareholders’ rights to damage the interests of a company or other
shareholders; not to abuse the independent legal person status of a company and the limited
liability of shareholders to damage the interests of the creditors of a company;
(iv) other obligations conferred by laws, administrative regulations and the articles of
association.
Shareholder’s General Meetings
Under the Company Law, the shareholders’ general meeting of a joint stock limited company is
made up of all shareholders. The shareholders’ general meeting is the organ of authority of a company,
which exercises the following functions and powers:
(i) to elect and replace directors and supervisors and to decide on matters relating to the
remuneration of directors and supervisors;
(ii) to examine and approve reports of the board of directors;
(iii) to examine and approve reports of the supervisory committee;
(iv) to examine and approve a company’s profit distribution plans and loss recovery plans;
(v) to resolve on the increase or reduction of a company’s registered capital;
(vi) to resolve on the issuance of corporate bonds;
(vii) to resolve on the merger, division, dissolution, liquidation or change of corporate form of a
company;
(viii) to amend the company’s articles of association;
(ix) other functions and powers specified in provision of the articles of association.
Under the Company Law, annual shareholders’ general meetings are required to be held once
every year. An extraordinary shareholders’ general meeting is required to be held within two months
after the occurrence of any of the following circumstances:
(i) the number of directors is less than the number stipulated in the Company Law or less than
two-thirds of the number specified in the articles of association;
(ii) when the unrecovered losses of a company amount to one-third of the total paid-up share
capital;
(iii) shareholders individually or jointly holding 10% or more of the company’s shares request;
(iv) when deemed necessary by the Board;
(v) the Supervisory Committee proposes to convene the meeting;
(vi) other circumstances as stipulated in the articles of association.
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Shareholders’ general meetings shall be convened by the board of directors, and presided over by
the chairman of the board of directors. In the event that the chairman is incapable of performing or not
performing his duties, the meeting shall be presided over by the vice chairman. In the event that the
vice chairman is incapable of performing or not performing his duties, a director nominated by more
than half of directors shall preside over the meeting.
If the board of directors is incapable of performing or is not performing its duties to convene the
general meeting, the supervisory board should convene and preside over shareholders’ general meeting
in a timely manner. If the supervisory board fails to convene and preside over shareholders’ general
meeting, shareholders individually or in aggregate holding 10% or more of the company’s shares for 90
days or more consecutively may unilaterally convene and preside over shareholders’ general meeting.
If the shareholders who separately or aggregately hold more than 10% of the shares of the
company request to convene an interim shareholders’ meeting, the board of directors and the board of
supervisors should, within 10 days after the receipt of such request, decide whether to hold an interim
shareholders’ meeting and reply to the shareholders in writing.
Notice of general meeting shall state the time and venue of and matters to be considered at the
meeting and shall be given to all shareholders 20 days before the meeting. A notice of extraordinary
general meeting shall be given to all shareholders 15 days prior to the meeting. For the issuance of
bearer share certificates, the time and venue of and matters to be considered at the meeting shall be
announced 30 days before the meeting.
Shareholders who individually or jointly hold more than 1% of the company’s shares may put
forward interim proposals and submit them to the convener in writing 10 days before the general
meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of
shareholders within two days after receiving the proposal and announce the contents of the interim
proposal.
Under the Company Law, a shareholder may entrust a proxy to attend a shareholders’ general
meeting, and it should clarify the matters, power and time limit of the proxy. The proxy shall present a
written power of attorney issued by the shareholder to a company and shall exercise his voting rights
within the scope of authorization. There is no specific provision in the Company Law regarding the
number of shareholders constituting a quorum in a shareholders’ general meeting.
Under the Company Law, shareholders present at a shareholders’ general meeting have one vote
for each share they hold, except the shareholders of classified shares. However, shares held by the
company itself are not entitled to any voting rights.
The cumulative voting system may be adopted for the election of directors and supervisors at the
shareholders’ general meeting in accordance with the provisions of the articles of association or the
resolutions of the shareholders’ general meeting. Under the accumulative voting system, each share
shall have the same number of voting rights as the number of directors or supervisors to be elected at
the shareholders’ general meeting, and shareholders may consolidate their voting rights when casting a
vote.
Under the Company Law and the Guidelines for Articles of Association, the passing of any
resolution requires affirmative votes of shareholders representing more than half of the voting rights
represented by the shareholders who attend the shareholders’ general meeting.
Matters relating to merger, division or dissolution of a company, increase or reduction of
registered capital, change of corporate form or amendments to the articles of association must be
approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
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Directors
Under the Company Law, a joint stock limited company should have a board of directors, which
consists of more than three members. The term of office of a director shall be stipulated in the articles
of association, but each term of office shall not exceed three years. Directors may serve consecutive
terms if re-elected.
Meetings of the board of directors shall be convened at least twice a year. All directors and
supervisors shall be noticed 10 days before the meeting for every meeting. The Board exercises the
following functions and powers:
(i) to convene shareholder’s general meetings and report its work to the shareholder’s general
meetings;
(ii) to implement the resolutions of the shareholder’s general meeting;
(iii) to decide on a company’s business plans and investment plans;
(iv) to formulate a company’s profit distribution plan and loss recovery plan;
(v) to formulate proposals for the increase or reduction of a company’s registered capital and the
issue of corporate bonds;
(vi) to formulate plans for merger, division, dissolution or change of corporate form of a
company;
(vii) to decide on the internal management structure of a company;
(viii) to decide on the appointment or dismissal of the manager of a company and their
remuneration;
(ix) To decide on the appointment or dismissal of the deputy manager and financial officer of a
company based on the nomination of the manager and as well as remuneration;
(x) to formulate a company’s basic management system;
(xi) other functions and powers specified in the articles of association or granted by the
shareholders’ meeting.
Board meetings shall be held only if more than half of the directors are present. If a director is
unable to attend a board meeting, he may appoint another director by a power of attorney specifying the
scope of the authorization for another director to attend the meeting on his behalf. If a resolution of the
board of directors violates the laws, administrative regulations or the articles of association, and as a
result of which the company suffers serious losses, the directors participating in the resolution shall be
liable to compensate the company. However, if it can be proved that a director expressly objected to the
resolution when the resolution was voted on, and that such objection was recorded in the minutes of the
meeting, such director may be exempt from such liability.
Under the Company Law, a person may not serve as a director of a company if he/she is:
(i) a person without capacity or with restricted capacity;
(ii) a person who has been sentenced to any criminal penalty due to an offence of corruption,
bribery, encroachment of property, misappropriation of property, or disrupting the order of
the socialist market economy, or has been deprived of political rights due to a crime, where
a five-year period has not elapsed since the date of completion of the sentence; if he/she is
pronounced for suspension of sentence, a two-year period has not elapsed since the
expiration of the suspension period;
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(iii) a person who was a director, factory manager or manager of a company or enterprise which
has entered into insolvent liquidation and who was personally liable for the insolvency of
such company or enterprise, where less than three years have elapsed since the date of the
completion of the insolvency and liquidation of such company or enterprise;
(iv) persons who were legal representatives of a company or enterprise which had its business
license revoked due to violation of the law and had been closed down by order, and who
were personally liable, where less than three years have elapsed since the date of the
revocation of the business license of the company or enterprise or the order for closure; and
(v) being listed as one of “dishonest persons subject to enforcement” by the people’s court due
to his/her failure to pay off a relatively large number of due debts.
The board of directors shall have one chairman, who shall be elected by more than half of all the
directors. The chairman shall exercise the following functions and powers (including but not limited
to):
(i) to preside over shareholders’ general meetings and convene and preside over board meetings;
(ii) to examine the implementation of resolutions of the Board;
(iii) to sign the securities issued by a company;
(iv) to exercise other powers conferred by the Board.
Supervisors
Under the Company Law, a joint stock limited company shall have a supervisory committee
composed of not less than three members. The supervisory committee shall comprise shareholder
representatives and an appropriate proportion of the company’s staff representatives, of which the
proportion of staff representatives shall not be less than one-third and the specific proportion shall be
stipulated in the articles of association. Employee representatives of the supervisory committee shall be
democratically elected by the company’s employees at the employee representative assembly, employee
general meeting or otherwise. Directors or senior management may not act concurrently as supervisors.
The Supervisory Committee exercises the following powers:
(i) to examine the company’s financial affairs;
(ii) to supervise the directors and senior management in their performance of their duties and to
propose the removal of directors and senior management who have violated laws,
administrative regulations, the articles of association or resolutions of shareholders’ general
meetings;
(iii) to demand rectification by a director or senior management when the acts of such persons
are harmful to the company’s interest;
(iv) to propose the convening of extraordinary general meetings, and to convene and preside over
shareholders’ general meetings when the Board fails to perform the duty of convening and
presiding over shareholders’ general meetings under the Company Law;
(v) to submit proposals to the shareholders’ general meeting;
(vi) to initiate legal proceedings against directors and senior management in accordance with the
Company Law;
(vii) other functions and powers specified in the articles of association.
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On December 27, 2024, the CSRC promulgated the Transitional arrangements relating to the
implementation of the rules under the new Companies Law (ᗫཀ
ನಂτર), listed companies shall, before January 1, 2026, in accordance with the provisions of the
Company Law, the Implementation Provisions and the supporting rules of the CSRC, provide in the
articles of association for the establishment of an audit committee in the board of directors, exercising
the powers and functions of the supervisory board as stipulated in the Company Law, the listed
companies will then have no supervisory board or supervisors. Before a listed company adjusts the
establishment of the company’s internal supervisory body, the supervisory board or supervisors shall
continue to comply with the provisions in the original rules of the CSRC.
Managers and Senior Management
Under the Company Law, a company should have a manager who is appointed or removed by the
board of directors. The manager is responsible to the board of directors and exercise his/her functions
and powers according to the articles of association or the authorization of the board of directors. The
manager attends the meetings of the board of directors as a non-voting member.
According to the Company Law, senior management shall refer to the manager, deputy
manager(s), financial controller, secretary of the board of directors and other personnel as stipulated in
the articles of association of the company.
Duties of Directors, Supervisors and Senior Management
Directors, supervisors and senior management of the company are required under the Company
Law to comply with the relevant laws, regulations and the articles of association, and have fiduciary
and diligent duties to the company. Directors, supervisors and senior management are prohibited from
abusing their powers to accept bribes or other unlawful income and from misappropriating the
company’s properties.
Directors, supervisors and senior management are prohibited from:
(i) embezzling the company’s property or misappropriating of the company’s capital;
(ii) depositing the company’s capital into accounts under his own name or the name of other
individuals;
(iii) giving bribes or accepting any other illegal proceeds by taking advantage of their power;
(iv) accept and possess commissions paid by a third party for transactions conducted with the
company;
(v) unauthorized divulgence of confidential business information of the company; or
(vi) other acts in violation of their fiduciary duty to the company.
If any director, supervisor or senior management directly or indirectly concludes a contract or
conducts a transaction with the company, he/she should report the matters relating to the conclusion of
the contract or transaction to the board of directors or shareholders’ meeting, subject to the approval of
the board of directors or shareholders’ meeting according to the articles of association.
The provisions of the preceding paragraph shall apply if any near relatives of the directors,
supervisors or senior management, or any of the enterprises directly or indirectly controlled by the
directors, supervisors or senior management or any of their near relatives, or any related parties with
any other related-party relationship with the directors, supervisors or senior management, concludes a
contract or conducts a transaction with the company.
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Neither director, supervisor or senior management may take advantage of his/her position to seek
any business opportunity that belongs to the company for himself/herself or any other person except
under any of the following circumstances:
(i) where he/she has reported to the board of directors or the shareholders’ meeting and has
been approved by a resolution of the board of directors or the shareholders’ meeting
according to the articles of association; or
(ii) where the company cannot make use of the business opportunity as stipulated by laws,
administrative regulations or the articles of association.
Where any director, supervisor or senior management fails to report to the board of directors or
the shareholders’ meeting and obtain an approval by resolution of the board of directors or the
shareholders’ meeting according to the articles of association, he/she may not engage in any business
that is similar to that of the company where he/she holds office for himself/herself or for any other
person.
A director, supervisor or senior management who contravenes any law, regulation or the
company’s articles of association in the performance of his duties resulting in any loss to the company
shall be personally liable for the damages to the company.
Finance and Accounting
Under the Company Law, a company shall establish its financial and accounting systems
according to laws, administrative regulations and the regulations of the financial department of the
State Council. At the end of each fiscal year, the company shall prepare a financial and accounting
reports which shall be audited by an accounting firm in accordance with the law. The financial and
accounting reports shall be prepared in accordance with the laws, administrative regulations and the
regulations of the financial department of the State Council.
A joint stock limited company shall make its financial and accounting reports available at the
company for inspection by the shareholders 20 days before the convening of an annual general meeting
of shareholders. A joint stock limited company issuing its shares in public must publish its financial and
accounting reports.
When distributing each year’s after-tax profits, the company shall set aside 10% of its profits into
its statutory reserve fund. The company can no longer withdraw statutory reserve fund if it has
accumulated to more than 50% of the registered capital. If the statutory reserve fund of the company is
insufficient to make up for the losses of the previous years, the current year profits shall be used to
make up for the losses before making allocations to the statutory reserve in accordance with the
preceding paragraph. After the company has made an allocation to the statutory reserve fund from its
after-tax profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit
upon a resolution of the shareholders’ general meeting.
A joint stock limited company may distribute profits in proportion to the number of shares held by
its shareholders, except for profit distributions that are not in proportion to the number of shares held in
accordance with the provisions of the articles of association of the joint stock limited company.
The premium over the nominal value of the shares of a joint stock limited company from the issue
of shares, the amount of share proceeds from the issuance of no-par shares that have not been credited
to the registered capital and other incomes required by the financial department of the State Council to
be treated as the capital reserve fund shall be accounted for as the capital reserve fund of the company.
The reserve fund of the company shall be used to make up losses of the company, expand the
production and operation of the company or increase the capital of the company. Where the reserve
fund of a company is used for making up losses, the discretionary reserve and statutory reserve shall be
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firstly used. If losses still cannot be made up, the capital reserve can be used according to the relevant
provisions. When the statutory reserve fund is converted to increase registered capital, the balance of
the statutory reserve shall not be less than 25% of the registered capital before such conversion.
The company shall not keep accounts other than those provided by law.
Appointment and Dismissal of Accounting Firms
Pursuant to the Company Law, the engagement or dismissal of an accounting firm responsible for
the company’s auditing shall be determined by a shareholders’ general meeting, the board of directors
or the board of supervisors in accordance with the articles of association. The accounting firm should
be allowed to make representations when the general meeting, the board of directors or the board of
supervisors conduct a vote on the dismissal of the accounting firm. The company should provide true
and complete accounting evidence, accounting books, financial and accounting reports and other
accounting information to the engaged accounting firm without any refusal or withholding or
falsification of information.
The Guidelines for Articles of Association provides that the company guarantees to provide true
and complete accounting vouchers, accounting books, financial accounting reports and other accounting
materials to the employed accounting firm, and shall not refuse, conceal or falsely report. And the audit
fee of the accounting firm shall be decided by the general meeting of shareholders.
Profit Distribution
Where a company distributes profits to shareholders in violation of the provisions of the Company
Law, the shareholders shall refund the profits distributed to the company, and the shareholders,
directors, supervisors, and senior management personnel who are responsible for causing losses to the
company shall bear compensation liability.
Dissolution and Liquidation
According to the Company Law, a company shall be dissolved for the following reasons:
(i) the term of business stipulated in the articles of association has expired or other events of
dissolution specified in the articles of association have occurred;
(ii) the shareholders’ general meeting resolves to dissolve the company;
(iii) dissolution is necessary due to a merger or division of the company;
(iv) the business license is revoked, or the business license is ordered to be closed or revoked in
accordance with laws;
(v) where the company encounters serious difficulties in its operation and management and its
continuance shall cause a significant loss in the interest of shareholders, and where this
cannot be resolved through other means, shareholders who hold more than 10% of the total
shareholders’ voting rights of the company may present a petition to a people’s court for the
dissolution of the company with the support of the judgment.
If any of the situations as mentioned in the preceding paragraph arises, a company shall publicize
the situations through the National Enterprise Credit Information Publicity System within ten days.
Where the company is dissolved in accordance with sub-paragraph (i) above, it may carry on its
existence by amending its articles of association or upon a resolution of the shareholders’ meeting,
which must be approved by more than two-thirds of the voting rights held by the shareholders present
at the shareholders’ general meeting. Where the company is dissolved pursuant to sub-paragraphs (i),
(ii), (iv) or (v) above, it shall be liquidated. The directors, who are the liquidation obligors of the
company, shall form a liquidation group to carry out liquidation within 15 days from the date of
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occurrence of the cause of dissolution. The liquidation group shall be composed of the directors, unless
it is otherwise provided for in the company’s articles of association or it is otherwise elected by the
shareholders’ meeting. The liquidation obligors shall be liable for compensation if they fail to fulfill
their obligations of liquidation in a timely manner, and thus any loss is caused to the company or the
creditors.
The liquidation group fails to be formed within the time limit or fails to carry out the liquidation
after its formation, any interested party may request the people’s court to designate relevant persons to
form a liquidation group. The people’s court shall accept such request and organize a liquidation group
to carry out the liquidation in a timely manner.
The liquidation committee shall exercise the following functions and powers during the
liquidation period:
(i) to liquidate the company’s property and respectively prepare balance sheet and list of
property;
(ii) to notify creditors by notice or public announcement;
(iii) to deal with the outstanding business of the company involved in the liquidation;
(iv) to pay all outstanding taxes and taxes arising in the course of liquidation;
(v) to liquidate claims and debts;
(vi) distributing the remaining property of the company after paying off debts;
(vii) to participate in civil litigations on behalf of the company.
The liquidation group shall notify the company’s creditors within ten days as of its formation and
shall make a public announcement in the newspaper or on the National Enterprise Credit Information
Publicity System within 60 days. The creditors shall file their proofs of claim with the liquidation
group within 30 days as of the receipt of the notice or within 45 days as of the issuance of the public
announcement in the case of failing to receive such notice.
The remaining property of the company after the payment of liquidation expenses, employees’
wages, social insurance expenses and statutory compensation, outstanding taxes and the company’s
debts, shall be distributed to shareholders in proportion to their shareholdings.
During the liquidation period, the company shall continue to exist but shall not carry out any
business activities unrelated to the liquidation. The company’s assets shall not be distributed to the
shareholders before the liquidation in accordance with the preceding paragraph.
If the liquidation committee, having thoroughly examined the company’s assets and having
prepared a balance sheet and an inventory of assets, discovers that the company’s assets are insufficient
to pay its debts in full, it shall file an application to a people’s court for bankruptcy liquidation. After
the people’s court accepts the application for bankruptcy, the liquidation group shall hand over the
liquidation matters to the bankruptcy administrator designated by the people’s court.
Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report to
be submitted to the shareholders’ general meeting or the people’s court for confirmation, and submit to
the company registration authority to apply for cancelation of the company’s registration.
The members of the liquidation group performing their duties of liquidation are obliged to loyalty
and diligence. Any member of the liquidation group who neglects to fulfill his/her liquidation duties,
thus causing any loss to the company shall be liable for compensation, and any member of the
liquidation group who cause any loss to any creditor due to his/her intentional or gross negligence shall
be liable for compensation.
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Where, after three years since the business license of a company is revoked, or the company is
ordered to close down or is revoked, the company fails to apply for its deregistration with the company
registration authority, the said authority may announce the company’s deregistration through the
National Enterprise Credit Information Publicity System for a period of no less than 60 days. If there is
no objection after the announcement period expires, the company registration authority may deregister
the company.
Overseas Listing
According to the Trial Measures, where an issuer makes an overseas initial public offering or
listing, it shall file with the CSRC within 3 working days after submitting the application documents for
overseas issuance and listing. If an issuer issues securities in the same overseas market after overseas
issuance and listing, it shall file with the CSRC within 3 working days after the completion of the
issuance. If an issuer issues and lists in other overseas markets after overseas issuance and listing, it
shall be filed in accordance with the provisions of the first paragraph of this article. Moreover, if the
filing materials are complete and meet the requirements, the CSRC shall complete the filing within 20
working days from the date of receiving the filing materials, and publicize the filing information
through the website. If the filing materials are incomplete or do not meet the requirements, the CSRC
shall inform the issuer of the materials to be supplemented within 5 working days after receiving the
filing materials. The issuer shall supplement the materials within 30 working days.
Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of listing. The
PRC Securities Law (2019 revision) (ج2019ࠈࡌ)) has also deleted
provisions regarding suspension of listing. Where listed securities fall under the delisting circumstances
stipulated by the stock exchange, the stock exchange shall terminate its listing and trading in
accordance with the business rules.
According to the Trial Measures, in case of active or compulsory termination of listing, the issuer
shall report the specific situation to the CSRC within 3 working days from the date of occurrence and
announcement of the relevant matters.
SECURITIES LA W AND REGULATIONS
In October 1992, the State Council established the Securities Committee and the CSRC. The
Securities Committee is responsible for coordinating the drafting of securities regulations, formulating
securities-related policies, planning the development of securities markets, directing, coordinating and
supervising all securities-related institutions in the PRC and administering the CSRC. The CSRC is the
regulatory arm of the Securities Committee and is responsible for the drafting of regulatory provisions
of securities markets, supervising securities companies, regulating public offers of securities by Chinese
companies in the Chinese Mainland or overseas, regulating the trading of securities, compiling
securities-related statistics and undertaking research and analysis. On 29 March 1998, the State Council
consolidated the above two departments and reformed the CSRC.
The Regulations of the State Council Concerning the Domestic Listed Foreign Shares of Joint
Stock Limited Companies ( ), which were
promulgated by the State Council and came into effect on 25 December 1995, mainly provide for the
issue, subscription, trading and payment of dividends of domestic listed foreign shares and disclosure of
information of joint stock limited companies with domestic listed foreign shares.
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The Securities Law of the People’s Republic of China (), or the PRC
Securities Law, which was amended by the Standing Committee of the NPC on 28 December 2019 and
came into effect on 1 March 2020, provides a series of provisions regulating, among other things, the
issue and trading of securities, takeovers by listed companies, securities exchanges, securities
companies and the duties and responsibilities of the State Council’s securities regulatory authorities in
the PRC, and comprehensively regulates activities in the PRC securities market. The PRC Securities
Law provides that a domestic enterprise must comply with the relevant provisions of the State Council
in issuing securities directly or indirectly outside the PRC or listing and trading its securities outside
the PRC. Currently, the issue and trading of foreign issued shares are mainly governed by the rules and
regulations promulgated by the State Council and the CSRC.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the People’s Republic of China (), or the
Arbitration Law, amended by the Standing Committee of the NPC on 1 September 2017 and effective
on 1 January 2018, the Arbitration Law is applicable to economic disputes involving foreign parties,
and all parties have entered into a written agreement to refer the matter to an arbitration committee
constituted in accordance with the Arbitration Law. An arbitration committee may, before the
promulgation by the PRC Arbitration Association of arbitration regulations, formulate interim
arbitration rules in accordance with relevant regulations under the Arbitration Law and the PRC Civil
Procedure Law. Where both parties have agreed to settle disputes by means of arbitration, the people’s
court will refuse to take legal action brought by a party in the people’s court.
Under the Arbitration Law, an arbitral award is final and binding on the parties. If a party fails to
comply with an award, the other party to the award may apply to the people’s court for enforcement
according to the PRC Civil Procedure Law. A people’s court may refuse to enforce an arbitral award
made by an arbitration commission if there is any procedural irregularity (including irregularity in the
composition of the arbitration committee or the making of an award on matters beyond the scope of the
arbitration agreement or the jurisdiction of the arbitration commission). A party seeking to enforce an
arbitral award of foreign arbitration commission against a party who or whose property is not within the
PRC shall apply to a foreign court with jurisdiction over the case for recognition and enforcement.
Similarly, an arbitral award made by a foreign arbitration body may be recognized and enforced by the
people’s court in accordance with the principles of reciprocity or any international treaty concluded or
acceded to by the PRC.
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral
Awards between the Chinese Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ͏
τર ) promulgated by the Supreme People’s
Court on 24 January 2000 and effective on 1 February 2000, and the Supplementary Arrangement of the
Supreme People’s Court on Mutual Enforcement of Arbitral Awards between the Chinese Mainland and
the Hong Kong Special Administrative Region (ʝੂБ΀
໾̂τર) promulgated by the Supreme People’s Court on 26 November 2020 and effective
on 27 November 2020, awards made by PRC arbitral authorities can be enforced in Hong Kong, and
Hong Kong arbitration awards are also enforceable in the PRC.
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This Appendix contains a summary of the principal provisions of the Articles of Association. As
the principal objective of this Appendix is to provide potential investors with an overview of the
Articles of Association, it may not contain all the information that is important to potential investors.
The full text of the Articles of Association in Chinese is available for inspection, as discussed in the
Appendix to the document entitled “VII. Documents Delivered to the Registrar of Companies in Hong
Kong and Available on Display.”
SHARES AND REGISTERED CAPITAL
The shares of the Company shall be in the form of stock certificates. The issuance of the
Company’s shares shall follow the principles of fairness and impartiality. Each share of the same class
shall carry equal rights. Shares of the same class issued at the same time shall be issued under identical
conditions and at the same price. Each share subscribed for by any entity or individual shall be paid for
at the same price.
INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES
In accordance with the needs of its operations and development, and in compliance with laws and
administrative regulations, the Company may increase its registered capital by a resolution of the
meeting of shareholders through the following methods:
(1) Issuing shares to non-specific parties with approval from the relevant authorities;
(2) Issuing shares to specific parties;
(3) Distribution of bonus shares to existing shareholders;
(4) Capitalization of capital reserves;
(5) Other methods as prescribed by laws, administrative regulations, the CSRC, the securities
regulatory authorities of the place where the Company’s shares are listed, and other
regulatory authorities.
Any increase in registered capital shall be processed in accordance with the procedures prescribed
by relevant laws and regulations, after obtaining approval under these Articles of Association and the
regulations of the stock exchange where the Company’s shares are listed.
The Company may reduce its registered capital. Any reduction in registered capital shall be
conducted in accordance with the procedures stipulated in the Company Law, the Hong Kong Stock
Exchange Listing Rules, other relevant laws, administrative regulations and regulatory documents, as
well as the regulations of the stock exchange where the Company’s shares are listed and this Articles of
Association.
Repurchase of Shares
The Company shall not acquire its own shares, except under any of the following circumstances,
provided that the Company complies with the applicable laws, regulations, the regulations of the stock
exchange where the Company’s shares are listed, the Hong Kong Stock Exchange Listing Rules, and the
provisions of this Articles of Association:
(1) reducing the Company’s registered capital;
(2) merging with another company that holds shares of the Company;
(3) using the shares for employee stock ownership plans or equity incentives;
(4) at the request of a shareholder who objects to a resolution of the meeting concerning a
merger or division of the Company, requiring the Company to repurchase their shares;
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(5) using the shares for converting corporate bonds issued by the Company that are convertible
into shares;
(6) necessary for maintaining the Company’s value and safeguarding shareholders’ rights and
interests;
(7) other circumstances permitted by laws, administrative regulations, departmental rules,
regulatory documents, the Hong Kong Stock Exchange Listing Rules and the regulations of
the stock exchange where the Company’s shares are listed.
The Company may acquire its own shares through public centralized trading or other means
recognized by laws, administrative regulations, regulatory documents, the Hong Kong Stock Exchange
Listing Rules, the regulations of the stock exchange where the Company’s shares are listed and the
CSRC (if required).
If the Company acquires its own shares for the reasons specified under the circumstances (1) or
(2), such acquisition shall be subject to a resolution of the meeting of shareholders. In case of the
circumstances stipulated in (3), (5), or (6), a resolution of the Company’s Board shall be passed by
more than two-thirds of the Directors attending the Board meeting in compliance with the securities
regulatory rules of the jurisdiction where the Company’s shares are listed.
After the Company has repurchased its own shares in accordance the circumstance (1), the shares
shall be cancelled within 10 days from the date of acquisition; under the circumstance (2) and (4), the
shares shall be transferred or cancelled within six months; under the circumstances (3), (5), and (6), the
total number of shares held by the Company shall not exceed 10% of the total number of shares issued
by the Company, and shall be transferred or cancelled within three years. Where there are other
provisions in laws, regulations, the Hong Kong Stock Exchange Listing Rules and the securities
regulatory authorities in the place where the Company’s shares are listed regarding matters related to
share repurchase, such provisions shall prevail.
Transfer of Shares
The shares of the Company may be transferred in accordance with the law. The transfer of
H-shares listed in Hong Kong shall be registered with the share registration institution in Hong Kong
appointed by the Company.
The Company shall not accept its own shares as the subject of a pledge.
Shares issued before the public offering of the Company shall not be transferred within one year
from the date the Company’s shares are listed and traded on a stock exchange.
Directors and senior management of the Company shall report to the Company the number of
Company shares they hold and any changes thereto. During their term of office, the number of shares
they transfer each year shall not exceed 25% of the total shares they hold in the Company. Such
personnel shall not transfer any shares they hold in the Company within one year from the date of the
Company’s stock listing. Within six months after their resignation, they shall not transfer any shares
they hold in the Company. If shares are pledged during the restricted transfer period as stipulated by
laws and administrative regulations, the pledgee shall not exercise the pledge right during such
restricted period.
SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
The Company shall establish a register of shareholders, which shall serve as conclusive evidence
of a shareholder’s ownership of the Company’s shares. Shareholders shall enjoy rights and undertake
obligations in accordance with the type of shares they hold; shareholders holding the same class of
shares shall enjoy equal rights and bear the same obligations.
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Shareholders of the Company shall have the following rights:
(1) To receive dividends and other forms of distributions in proportion to the shares they hold;
(2) To request, convene, preside over, attend, or appoint proxies to attend shareholders’ meetings
and exercise corresponding voting rights in accordance with the law;
(3) To supervise the Company’s operations and make suggestions or inquiries;
(4) To transfer, gift, or pledge the shares they hold in accordance with laws, administrative
regulations, the Hong Kong Stock Exchange Listing Rules and this Articles of Association;
(5) To inspect and copy the Articles of Association, the register of shareholders, minutes of
shareholders’ meetings, resolutions of the Board of Directors, and the financial and
accounting reports in accordance with the regulations. Shareholders who meet the specified
requirements may inspect the Company’s accounting books and vouchers;
(6) Upon the Company’s dissolution or liquidation, to participate in the distribution of the
remaining assets of the Company in proportion to the shares they hold;
(7) If dissenting to a resolution on merger or division adopted by the shareholders’ meeting, to
request the Company to repurchase their shares;
(8) Other rights prescribed by laws, administrative regulations, departmental rules, the Hong
Kong Stock Exchange Listing Rules, other regulatory rules of the place where the
Company’s shares are listed, or this Articles of Association.
In the event that any resolution of the Shareholders’ meeting or resolution of the Board of
Directors violates laws or administrative regulations, the Shareholder is entitled to request the People’s
Court to deem it as invalid.
In the event that the convening procedure or voting method of the Shareholders’ meeting or the
Board meeting violates any of laws, administrative regulations or the Articles of Association, or any
resolution of which violates the Articles of Association, the Shareholder is entitled to request the
People’s Court to overturn the resolution within 60 days upon the resolution was adopted. However,
this provision shall not apply if the procedural defects in convening the meeting or the voting methods
are only minor and have no material effect on the resolution.
Resolutions adopted by the shareholders’ meeting or board of directors of the Company shall be
deemed invalid under any of the following circumstances:
(1) The resolution was adopted without convening a shareholders’ meeting or board meeting;
(2) No voting was conducted on the proposed resolution at the shareholders’ meeting or board
meeting;
(3) The number of attendees or voting rights represented at the meeting failed to meet the
quorum requirements prescribed by the Company Law or these Articles of Association;
(4) The number of affirmative votes or voting rights in favor of the resolution failed to meet the
approval thresholds prescribed by the Company Law or these Articles of Association.
Shareholders of the Company shall assume the following obligations:
(1) to abide by the laws, administrative regulations and the Articles of Association;
(2) to pay subscription monies according to the number of shares subscribed and the method of
subscription;
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(3) not to withdraw the shares unless required by the laws and administrative regulations;
(4) not to abuse their shareholders’ rights to jeopardize the interests of the Company or other
shareholders, and not to abuse the status of the Company as an independent legal entity and
the limited liability of shareholders to jeopardize the interests of any creditors of the
Company;
(5) other obligations imposed by the laws, administrative regulations, the Hong Kong Stock
Exchange Listing Rules, other regulatory rules in the place where the Company’s shares are
listed and the Articles of Association.
Where any shareholder of the Company abuses the shareholders’ rights and incur losses to the
Company or other shareholders, such shareholder shall be liable for the damages according to laws.
Where shareholders of the Company abuse the Company’s status as an independent legal entity and the
limited liability of shareholders for the purposes of evading debts, thereby materially impairing the
interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the
debts owed by the Company.
Any shareholder holding 5% or more of the Company’s shares with voting rights who pledges
their shares shall submit a written report to the Company on the date the pledge occurs.
The Company’s controlling shareholders and actual controllers shall comply with the following
provisions:
(1) Exercise shareholder rights in accordance with the law, and refrain from abusing control
rights or exploiting connected relationships to harm the legitimate interests of the Company
or other shareholders;
(2) Strictly fulfill all public statements and commitments made, and shall not arbitrarily modify
or waive them;
(3) Strictly perform information disclosure obligations in accordance with relevant regulations,
actively cooperate in disclosure work, and promptly inform the Company of any material
events that have occurred or are planned;
(4) Shall not misappropriate Company funds in any form;
(5) Shall not coerce, direct, or demand the Company or its personnel to provide illegal or
non-compliant guarantees;
(6) Shall not exploit undisclosed material information of the Company for personal gain,
disclose any undisclosed material information related to the Company in any manner, or
engage in illegal activities such as insider trading, short-swing trading, or market
manipulation;
(7) Shall not harm the legitimate interests of the Company or other shareholders through
non-arm’s length connected transactions, profit distributions, asset reorganizations, external
investments, or any other means;
(8) Ensure the Company’s asset integrity, personnel independence, financial independence,
organizational independence, and operational independence, and shall not impair the
Company’s independence in any way;
(9) Other requirements stipulated by laws, administrative regulations, the Hong Kong Stock
Exchange Listing Rules, the CSRC, the stock exchange where the Company’s shares are
listed, and these Articles of Association.
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General Provisions for Shareholders’ Meetings
The shareholders’ meeting is the supreme authority of the Company and shall exercise the
following powers in accordance with the law:
(1) To elect and replace directors, and to determine matters related to the remuneration of the
Company’s directors;
(2) To review and approve the report of the Board of Directors;
(3) To review and approve the Company’s profit distribution plan and plan for making up losses;
(4) To resolve on increasing or reducing the Company’s registered capital;
(5) To resolve on the issuance of corporate bonds and the listing plan;
(6) To resolve on matters such as the Company’s merger, division, dissolution, liquidation, or
change of corporate form;
(7) To amend the Articles of Association;
(8) To make resolutions on the appointment, dismissal, or non-renewal of the engagement of the
accounting firm by the Company, and to determine its remuneration;
(9) To review and approve the guarantee matters specified in Article 47 of these Articles of
Association;
(10) To review the purchase or sale of major assets by the Company involving, either individually
or cumulatively within twelve consecutive months, an asset value or transaction amount
exceeding 30% of the Company’s most recently audited total assets;
(11) To review and approve any changes in the use of funds raised through public offerings;
(12) To review stock incentive plans and employee stock ownership plans;
(13) To review and approve matters concerning the acquisition of the Company’s shares that are
required to be reviewed by the shareholders’ meeting in accordance with laws and
regulations, regulatory rules of the place where the Company’s shares are listed, and this
Articles of Association;
(14) To review and approve matters concerning related-party transactions that are required to be
reviewed by the shareholders’ meeting in accordance with laws and regulations, regulatory
rules of the place where the Company’s shares are listed, and this Articles of Association;
(15) To review and approve other matters that, according to laws, administrative regulations,
departmental rules, the Hong Kong Stock Exchange Listing Rules and the regulatory rules of
the place where the Company’s shares are listed, or this Articles of Association, should be
decided by the shareholders’ meeting.
The shareholders’ meeting may authorize the board of directors to make resolutions on the
issuance of corporate bonds.
The following external guarantee acts must be submitted to the shareholders’ meeting for
approval:
(1) Any guarantee provided when the aggregate amount of external guarantees for the Company
and its controlled subsidiaries exceeds 50% of the most recently audited net assets;
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(2) Any guarantee provided when the Company’s total external guarantees exceed 30% of the
most recently audited total assets;
(3) Guarantees where the aggregate amount within one year exceeds 30% of the Company’s
most recently audited total assets;
(4) Guarantees provided to entities with a debt-to-asset ratio exceeding 70%;
(5) Single guarantees exceeding 10% of the most recently audited net assets;
(6) Guarantees provided to shareholders, actual controllers, or their connected parties;
(7) Other guarantee circumstances requiring shareholders’ meeting approval as stipulated by
laws, administrative regulations, departmental rules, securities regulatory rules of the
jurisdiction where the Company’s shares are listed, or other normative documents.
Other external guarantee matters that do not meet the above thresholds shall be subject to
approval by the Board of Directors.
For guarantee matters within the authority of the Board of Directors, approval by more than half
of all directors is required, and at least two-thirds of the directors attending the Board meeting must
consent.
When the shareholders’ meeting deliberates on a proposal to provide a guarantee to shareholders,
actual controllers, or their related parties, the relevant shareholders or shareholders under the control of
the actual controller shall abstain from voting on such matters. The resolution shall be adopted by a
majority of the voting rights held by the other shareholders present at the meeting.
Shareholders’ meetings are classified into annual meetings and extraordinary meetings. An annual
meeting shall be held once every year and must take place within six months after the end of the
preceding fiscal year.
Under any of the following circumstances, the Company shall convene an extraordinary meeting
within two months from the date the event occurs:
(1) The number of directors falls below the statutory minimum or less than two-thirds of the
number specified in these Articles of Association;
(2) The Company’s uncovered losses amount to one-third of the total paid-in share capital;
(3) Shareholders individually or jointly holding 10% or more of the Company’s shares request
the meeting in writing;
(4) The Board of Directors deems it necessary;
(5) The Audit Committee proposes to convene the meeting;
(6) Other circumstances stipulated by laws, administrative regulations, departmental rules, the
Hong Kong Stock Exchange Listing Rules and securities regulatory requirements of the
jurisdiction where the Company’s shares are listed, or these Articles of Association.
The shareholders’ meeting shall be held at the Company’s domicile, its regular place of business,
or any other venue specified in the meeting notice.
The shareholders’ meeting shall be held with a physical venue for in-person attendance. The
Company shall also provide means such as remote voting to facilitate shareholder participation.
Shareholders participating through such means shall be deemed present.
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Once a notice of the shareholders’ meeting has been issued, the venue of the on-site meeting shall
not be changed without just cause. If a change is indeed necessary, the convener shall provide an
explanation at least two working days before the scheduled on-site meeting.
Convening of Shareholders’ Meetings
Shareholders’ meetings shall be convened by the Board of Directors in accordance with the law.
The independent non-executive directors shall have the right to propose the convening of an
extraordinary general meeting to the Board of Directors, subject to approval by a majority of all
independent non-executive directors. Upon receiving such a proposal, the Board shall, in accordance
with laws, administrative regulations, the Hong Kong Stock Exchange Listing Rules, securities
regulatory rules of the jurisdiction where the Company’s shares are listed and these Articles of
Association, provide a written response indicating whether it agrees to convene the meeting within ten
days. If the Board agrees, it shall issue the notice for the shareholders’ meeting within five days of
adopting the relevant board resolution. If it does not agree, it shall explain the reasons and make an
announcement.
The Audit Committee has the right to propose to the Board of Directors to convene an
extraordinary meeting and shall make the proposal in writing. The Board shall, in accordance with
laws, administrative regulations, and these Articles of Association, provide a written response indicating
whether it agrees to convene the meeting within ten days of receiving the proposal.
If the Board agrees, it shall issue the meeting notice within five days of adopting the board
resolution, and any changes to the original proposal must be approved by the Audit Committee.
If the Board disagrees or fails to respond within ten days, it shall be deemed as a failure or refusal
to perform its duty to convene the meeting. In such case, the Audit Committee may convene and
preside over the meeting on its own initiative.
Shareholders individually or jointly holding more than 10% of the Company’s shares have the
right to request the Board of Directors to convene an extraordinary meeting, and such request shall be
submitted in writing. The Board shall, in accordance with laws, administrative regulations, the Hong
Kong Stock Exchange Listing Rules, securities regulatory rules of the jurisdiction where the Company’s
shares are listed and these Articles of Association, provide a written response indicating whether it
agrees to convene the meeting within ten days.
If the Board agrees, it shall issue the meeting notice within five days of adopting the board
resolution, and any changes to the original request must be approved by the relevant shareholders.
If the Board disagrees or fails to respond within ten days, the shareholders holding more than 10%
of the Company’s shares may submit the request in writing to the Audit Committee.
If the Audit Committee agrees, it shall issue the meeting notice within five days of receiving the
request, and any changes to the original request must be approved by the relevant shareholders.
If the Audit Committee disapproves the convening of an extraordinary general meeting or fails to
provide feedback within 10 days upon receipt of the request, it shall be deemed that the Audit
Committee refuses to convene and preside over the shareholders’ meeting. Shareholders who have
individually or jointly held more than 10% of the Company’s shares for more than 90 consecutive days
may convene and preside over the meeting themselves.
If the Audit Committee or shareholders decide to convene a shareholders’ meeting on their own
initiative, they shall provide written notice to the Board of Directors. If the securities regulatory rules
of the jurisdiction where the Company’s shares are listed provide otherwise, such rules shall prevail,
provided that they do not contravene domestic laws, administrative regulations, or these Articles of
Association.
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Before the announcement of the voting results of the shareholders’ meeting, the convening
shareholders’ shareholding ratio shall not be less than 10%.
Where a shareholders’ meeting is convened by the Audit Committee or shareholders themselves,
the Board of Directors and the Board Secretary shall provide necessary cooperation. The Board shall
provide the shareholder register as of the date of the meeting.
All necessary expenses for a shareholders’ meeting convened by the Audit Committee or
shareholders themselves shall be borne by the Company.
Proposals and Notice of Shareholders’ Meeting
The content of a proposal shall fall within the scope of authority of the shareholders’ meeting,
contain a clear topic and specific resolution matters, and comply with relevant laws, administrative
regulations, the Hong Kong Stock Exchange Listing Rules, securities regulatory rules of the jurisdiction
where the Company’s shares are listed and the Articles of Association.
When the Company convenes a shareholders’ meeting, the Board of Directors, the Audit
Committee, and shareholders individually or jointly holding more than 1% of the Company’s shares
shall have the right to submit proposals to the Company.
Subject to the provisions of the Hong Kong Stock Exchange Listing Rules, shareholders
individually or jointly holding more than 1% of the Company’s shares may submit interim proposals in
writing to the convener no later than ten days before the shareholders’ meeting is held. Upon receipt of
such proposals, the convener shall issue a supplementary notice of the shareholders’ meeting within two
days to inform shareholders of the content of the interim proposals.
Except as provided in the preceding paragraph or in compliance with the requirements of the
Hong Kong Stock Exchange Listing Rules, after the notice of the shareholders’ meeting has been
issued, the convener shall not modify the proposals listed in the notice or add new proposals.
Proposals that are not specified in the notice of the shareholders’ meeting or do not comply with
these Articles of Association shall not be put to vote or adopted by the shareholders’ meeting.
The convener shall notify all shareholders of the annual meeting 21 days prior to its convening,
and of an extraordinary meeting 15 days prior to its convening.
Proxy for the Shareholders’ Meeting
All shareholders listed in the register of shareholders, or their proxies, shall have the right to
attend the shareholders’ meeting and to speak and exercise their voting rights in accordance with
applicable laws, regulations, the Hong Kong Stock Exchange Listing Rules and these Articles of
Association.
Shareholders may attend the shareholders’ meeting in person or appoint a proxy to attend and vote
on their behalf. Unless an individual shareholder is required by the Hong Kong Stock Exchange Listing
Rules to abstain from voting on a particular matter, the proxy of such shareholder may exercise the
following rights in accordance with the shareholder’s mandate:
(1) The right to speak on behalf of the shareholder at the shareholders’ meeting;
(2) The right to demand a poll, either individually or jointly with others;
(3) Subject to any other provisions of relevant laws, administrative regulations, securities
regulatory rules in the place where the Company’s shares are listed, or other securities laws
and regulations, the right to exercise voting rights by show of hands or by poll.
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Individual shareholders attending the meeting in person shall present their identity card or other
valid documents or certificates that can verify their identity; where a proxy is appointed to attend the
meeting, the proxy shall present a valid identity document and a shareholder’s power of attorney.
Corporate shareholders or other institutional shareholders shall be represented by their legal
representative (principal)/executive partner in charge of affairs, or by an agent appointed by the legal
representative (principal)/executive partner in charge of affairs to attend the meeting. If the legal
representative (principal)/executive partner in charge of affairs attends the meeting, they shall present
their personal identification card and valid proof demonstrating their status as the legal representative
(principal)/executive partner in charge of affairs. If an agent is appointed to attend the meeting, the
agent shall present their personal identification card and a written power of attorney lawfully issued by
the legal representative (principal)/executive partner in charge of affairs of the corporate or institutional
shareholder (except for the recognized clearing house or its agents).
If the shareholder is a recognized clearing house (or its nominee) as defined by the relevant
ordinances in force in Hong Kong from time to time, such shareholder may authorize one or more
persons it deems appropriate to act as its proxy or representative at any general meeting of shareholders
or any meeting of creditors; provided that if more than one person is authorized, the power of attorney
or authorization document shall specify the number and class of shares to which each such person’s
authorization relates. The person(s) so authorized may attend the meeting on behalf of the recognized
clearing house (or its nominee) (without producing evidence of shareholding, notarized authorization,
and/or further proof of due authorization) and exercise the same statutory rights as other shareholders,
including the rights to speak and vote, as if such person were an individual shareholder of the
Company.
Any shareholder who is entitled to attend the shareholders’ meeting and to vote shall have the
right to appoint one or more persons (who need not be shareholders) as their proxy to attend and vote
on their behalf. A power of attorney issued by a shareholder to authorize another person to attend the
shareholders’ meeting shall specify the following:
(1) The name of the principal and the number of shares held in the Company;
(2) The name of the proxy;
(3) V oting instructions for each proposed resolution on the meeting agenda, specifying “for,”
“against,” or “abstain”;
(4) The issuance date and validity period of the power of attorney;
(5) The signature (or seal) of the principal. If the principal is an institutional shareholder, the
official seal of the institution shall be affixed.
The power of attorney should specify whether the proxy is authorized to vote according to their
own discretion if the shareholder does not provide specific instructions.
The proxy form shall be deposited at the Company’s registered office or at any other place
specified in the notice of the meeting, at least 24 hours before the relevant meeting at which the proxy
is to vote, or at least 24 hours before the designated time for voting. If a proxy is authorized to sign the
proxy voting authorization letter on behalf of the shareholder, the power of attorney or other
authorization documents must be notarized. The notarized power of attorney or other authorization
documents, together with the proxy voting authorization letter, shall be kept at the Company’s domicile
or other location specified in the notice of the meeting.
If the shareholder is a legal person or unincorporated entity, its legal representative or a person
authorized by a resolution of its board of directors or other decision-making body shall attend the
shareholders’ meeting as its representative.
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Voting and Resolutions of the Shareholders’ Meeting
Resolutions of the shareholders’ meeting shall be classified into ordinary resolutions and special
resolutions.
An ordinary resolution shall be passed by more than half of the voting rights held by shareholders
(including proxies) attending the shareholders’ meeting.
A special resolution shall be passed by at least two-thirds of the voting rights held by shareholders
(including proxies) attending the shareholders’ meeting.
The following matters shall be resolved by an ordinary resolution of the shareholders’ meeting:
(1) Reports of the Board of Directors;
(2) Profit distribution plans and loss recovery plans formulated by the Board of Directors;
(3) The appointment and removal of members of the Board of Directors (including the removal
of any director before the expiration of their term, provided that such removal shall not
affect any claim for damages that the director may have under any contract) and their
remuneration and method of payment;
(4) The annual report of the Company;
(5) Resolutions regarding the appointment, dismissal, or non-renewal of the engagement of an
accounting firm, or the remuneration of the accounting firm;
(6) Other matters except those required by laws, administrative regulations, the Hong Kong
Stock Exchange Listing Rules and securities regulatory rules of the jurisdiction where the
Company’s shares are listed, or these Articles of Association to be adopted by special
resolution.
The following matters shall be resolved by a special resolution of the shareholders’ meeting:
(1) Increase or decrease of the Company’s registered capital;
(2) Division, spin-off, merger, dissolution, or liquidation;
(3) Amendments to the Articles of Association;
(4) Acquisition or disposal of assets where the total assets involved or transaction amount
exceeds 30% of the Company’s most recently audited total assets within a continuous
twelve-month period;
(5) Equity incentive plans;
(6) Other matters required by laws, administrative regulations, the Hong Kong Stock Exchange
Listing Rules, securities regulatory requirements of the jurisdiction where the Company’s
shares are listed, or these Articles of Association, and matters deemed by an ordinary
resolution of the shareholders’ meeting to have a material impact on the Company and
therefore requiring a special resolution.
The shares held by the Company’s shareholders are all ordinary shares, and there are no shares
with special voting rights. Shareholders (including proxies) shall exercise voting rights based on the
number of voting shares they represent, with one vote per share. When voting, shareholders (including
proxies) who have two or more voting rights are not required to cast all their votes as either in favor,
against, or abstaining.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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When the shareholders’ meeting deliberates on significant matters affecting the interests of
minority investors, the votes of minority investors shall be counted separately. The results of such
separate vote counting shall be disclosed in a timely manner.
Shares held by the Company shall not carry voting rights and shall not be included in the total
number of shares with voting rights present at the meeting.
Where a shareholder acquires shares with voting rights in violation of Article 63, Paragraphs 1
and 2 of the Securities Law (unless the listing rules and related regulatory rules of the place where the
Company’s shares are listed do not have any mandatory provisions to the contrary, in which case this
shall not apply), the portion of shares exceeding the prescribed ratio shall not carry voting rights for 36
months from the date of acquisition and shall not be included in the total number of shares with voting
rights present at the meeting. (Applicable after listing)
The Company’s Board of Directors, independent non-executive directors, shareholders holding 1%
or more of the Company’s voting shares, or investor protection institutions established in accordance
with laws, administrative regulations, securities regulatory rules of the jurisdiction where the
Company’s shares are listed or CSRC rules, may solicit shareholders’ voting rights.
When the shareholders’ meeting deliberates on matters involving related-party transactions, the
related shareholders shall abstain from voting, and the voting rights of the shares they represent shall
not be counted in the total number of valid votes.
The announcement of the shareholders’ meeting resolution shall fully disclose the voting situation
of non-associated shareholders.
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Company directors shall be natural persons. A person who falls under any of the following
circumstances shall not serve as a director of the Company:
(1) a person who has no or limited civil capacity;
(2) a person who has been sentenced for corruption, bribery, embezzlement, misappropriation of
property, or disrupting the socialist market economic order, and the sentence has not expired for
more than five years; or having been deprived of political rights for committing a crime, and the
deprivation has not expired for more than five years; or having been granted probation, where less
than two years have elapsed since the end of the probation period;
(3) a person who has served as a director, factory manager, or general manager of a company or
enterprise that went bankrupt and was liquidated, and being personally liable for the
bankruptcy, where less than three years have elapsed since the completion of the liquidation;
(4) a person who has served as the legal representative of a company or enterprise whose
business license was revoked or which was ordered to close due to legal violations, and
being personally liable for such violations, where less than three years have elapsed since
the business license was revoked;
(5) a person who has a large amount of personal debt that is overdue and unpaid;
(6) a person who is subject to market entry restrictions by the CSRC, where the restriction
period has not yet expired;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
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--- page 403 ---
(7) other circumstances where a person is disqualified from serving as a director under laws,
administrative regulations, the Hong Kong Stock Exchange Listing Rules, the securities
regulatory rules of the place where the Company’s shares are listed, or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, such election,
appointment, or engagement shall be invalid. If a director falls under any of the circumstances listed in
this article during his or her term of office, the Company shall remove him or her from office.
Directors shall be elected or replaced by the shareholders’ meeting, and may be removed by the
shareholders’ meeting before the expiration of their term of office.
Each director shall serve a term of three years and may be re-elected upon the expiry of their
term. Independent non-executive directors shall serve the same term as other directors of the Company.
The term of a director shall commence from the date of assuming office and shall end upon the
expiration of the term of the current board of directors. Where the election of new directors is not
conducted in a timely manner upon expiration of the term, the incumbent directors shall continue to
perform their duties as directors in accordance with laws, administrative regulations, departmental
rules, and these Articles of Association until the newly elected directors assume office.
Where additional or replacement directors are elected before the end of a term, their term shall be
the remaining term of the current board of directors, and shall commence from the date on which the
shareholders’ meeting approves their election and end on the date when newly elected directors are
approved at the expiration of the current board’s term.
A director may concurrently serve as the general manager or other senior management personnel.
However, the number of directors concurrently serving as the general manager or other senior
management personnel, together with directors elected as employee representatives, shall not exceed
one-half of the total number of directors of the Company.
Board of Directors
The Company shall establish a Board of Directors. The Board of Directors shall consist of seven
directors. Board members shall be elected by the shareholders’ meeting in accordance with the law.
Directors shall be classified into executive directors, non-executive directors and independent
non-executive directors, among which there shall be no fewer than three independent non-executive
directors, accounting for at least one-third of the total number of the Board. At least one independent
non-executive director must possess appropriate professional qualifications required by the Hong Kong
Stock Exchange Listing Rules and other regulatory rules or have accounting or relevant financial
management expertise. Additionally, at least one independent non-executive director shall ordinarily
reside in Hong Kong.
The Board of Directors may, as needed, establish special committees such as the Remuneration
and Appraisal Committee, Strategy Committee, Nomination Committee, Audit Committee, and Related
Party Transactions Committee, which shall be accountable to the Board of Directors.
The Board of Directors shall exercise the following powers:
(1) Convene the Shareholders’ Meeting and report its work thereto;
(2) Implement resolutions adopted by the Shareholders’ Meeting;
(3) Decide the Company’s business plans and investment proposals;
(4) Propose profit distribution plans and loss recovery plans;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-12 –


--- page 404 ---
(5) Propose plans for increasing or reducing the registered capital of the Company, and for
issuing bonds or other securities and listing;
(6) Subject to the provisions of the securities regulatory rules of the place where the Company’s
shares are listed, draft proposals for significant acquisitions, repurchase of shares, merger,
division, dissolution, or change of company form;
(7) Subject to the provisions of the securities regulatory rules of the place where the Company’s
shares are listed and within the scope of authorization granted by the shareholders’ meeting,
decide on matters such as external investment, acquisition and disposal of assets, asset
pledges, provision of external guarantees, entrusted wealth management, related-party
transactions, and charitable donations;
(8) Decide on the establishment of the Company’s internal management structure;
(9) Decide on the appointment or dismissal of the managers, board secretary, and other senior
management personnel, and determine their remuneration, rewards, and punishments; based
on the nomination of the general manager, decide on the appointment or dismissal of the
company’s deputy general manager, chief financial officer, and other senior management
personnel, and determine their remuneration and matters of rewards and punishments;
(10) Formulate the Company’s basic management systems;
(11) Propose amendments to the Articles of Association;
(12) Manage the Company’s information disclosure affairs;
(13) Submit proposals to the Shareholders’ Meeting on the appointment or replacement of the
accounting firm responsible for auditing the Company;
(14) Hear reports on the work of the General Manager, and supervise the performance;
(15) Other powers stipulated by laws, administrative regulations, departmental rules, the Hong
Kong Stock Exchange Listing Rules, the securities regulatory rules of the place where the
Company’s shares are listed, or this Articles of Association, or granted by the shareholders’
meeting.
Any matters exceeding the scope of authority conferred by the Shareholders’ Meeting shall be
submitted to the Shareholders’ Meeting for deliberation.
Chairman
The Chairman shall exercise the following powers:
(1) Preside over the Shareholders’ Meetings and convene and preside over the meetings of the
Board of Directors;
(2) Supervise and inspect the implementation of resolutions adopted by the Board of Directors;
(3) Subject to any other provisions in the securities regulatory rules of the place where the
Company’s shares are listed, sign important documents of the Board of Directors and other
documents that should be signed by the Chairman of the Company;
(4) Other powers and authorities granted by the Board of Directors or by laws, administrative
regulations, and the securities regulatory rules of the place where the Company’s shares are
listed.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-13 –


--- page 405 ---
The Board of Directors shall convene at least four meetings each year, which shall be convened
by the Chairman. A written notice shall be given to all directors at least fourteen days before the
meeting is held.
Special Committees under the Board
The Company’s Board of Directors establishes an Audit Committee, which exercises the powers of
the Supervisory Board as stipulated by the Company Law.
The Audit Committee shall consist of three members, who must be non-executive directors. The
Audit Committee shall have at least three members, with a majority of independent non-executive
directors. At least one member must be an independent non-executive director with the appropriate
professional qualifications as specified by the securities regulatory rules of the place where the
Company’s shares are listed, or with appropriate expertise in accounting or related financial
management. The convener (i.e., the chairperson) of the committee must be an independent
non-executive director.
The Company’s Board of Directors establishes other special committees such as the Nomination
Committee and the Remuneration Committee, which shall perform their duties in accordance with the
laws and regulations, the Hong Kong Stock Exchange Listing Rules and this Articles of Association and
the authorization granted by the Board of Directors. Proposals from these special committees shall be
submitted to the Board of Directors for deliberation and decision. The working procedures of the
special committees shall be formulated by the Board of Directors. The members of the Remuneration
Committee and the Nomination Committee must have a majority of independent non-executive
directors. The convener (i.e., the chairperson) of the Remuneration Committee must be an independent
non-executive director, and the convener (i.e., the chairperson) of the Nomination Committee must be
the Chairman of the Board or an independent non-executive director.
General Manager and Other Senior Management Members
The Company shall have one General Manager and several Deputy General Managers and other
senior management personnel, who shall be appointed or dismissed by the Board of Directors.
Personnel holding administrative positions (other than as a director or supervisor) in the
Company’s controlling shareholder entity shall not serve as senior management personnel of the
Company.
Senior management personnel of the Company shall receive salaries solely from the Company and
not from the controlling shareholder.
The term of office for the General Manager shall be three years. The General Manager may be
reappointed by the Board of Directors upon expiration of the term. If the General Manager is replaced
during the term, the new term shall commence from the date the Board resolution is passed and end
upon the expiry of the current Board’s term.
The General Manager shall be accountable to the Board of Directors and shall exercise the
following powers and functions:
(1) To preside over the production and operation management of the Company, implement the
resolutions of the Board of Directors, and report work to the Board of Directors;
(2) To organize and implement the Company’s annual business plan and investment programs;
(3) To draft plans for the establishment of the Company’s internal management structure;
(4) To draft the Company’s basic management systems;
(5) To formulate specific regulations of the Company;
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-14 –


--- page 406 ---
(6) To propose to the Board of Directors the appointment or dismissal of the Deputy General
Manager and the Chief Financial Officer;
(7) To decide on the appointment or dismissal of management personnel other than those to be
appointed or dismissed by the Board of Directors;
(8) Other powers granted by these Articles of Association or the Board of Directors.
The General Manager shall attend meetings of the Board of Directors.
In accordance with the needs of the Company, the General Manager may formulate the General
Manager’s Rules of Procedure, which shall be implemented upon approval by the Board of Directors.
The General Manager may resign before the expiration of the term. The procedures and methods
for resignation shall be governed by the employment contract between the General Manager and the
Company.
The term of office for Deputy General Managers and other senior management personnel shall be
three years. The General Manager shall propose their appointment or dismissal to the Board of
Directors. Deputy General Managers and other senior management personnel shall assist the General
Manager in managing specific aspects of the Company’s operations. The specific division of labor shall
be determined by the General Manager and filed with the Board of Directors.
The Company shall appoint a Board Secretary, who shall be responsible for the preparation of
shareholders’ meetings and board of directors’ meetings, the custody of documents, and the
management of shareholders’ records. The Board Secretary shall also handle matters related to
information disclosure.
The Board Secretary shall comply with applicable laws, administrative regulations, departmental
rules, securities regulatory rules of the jurisdiction where the Company’s shares are listed, the Articles
of Association, and relevant Company policies and procedures.
If any senior management personnel, in the course of performing their duties, violate laws,
administrative regulations, departmental rules, the Hong Kong Stock Exchange Listing Rules, securities
regulatory rules of the jurisdiction where the Company’s shares are listed or the Articles of Association
and cause losses to the Company, they shall be liable for compensation.
Senior management personnel shall perform their duties faithfully and in the best interests of the
Company and all shareholders. If any senior management personnel fail to perform their duties in good
faith or breach their fiduciary obligations, resulting in damage to the interests of the Company or public
shareholders, they shall bear liability for compensation in accordance with the law.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall, in accordance with laws, administrative regulations, and relevant regulations
of state authorities, establish its financial and accounting systems. Where there are other provisions by
the securities regulatory authorities in the place where the Company’s shares are listed, such provisions
shall prevail.
The Company shall prepare its annual financial accounting report within four months after the end
of each fiscal year and its interim financial accounting report within two months from the end of the
first half of each fiscal year. The aforementioned financial accounting reports shall be prepared and
disclosed in accordance with the provisions of relevant laws, administrative regulations, departmental
rules, the Hong Kong Stock Exchange Listing Rules, and other securities regulatory rules in the place
where the Company’s shares are listed.
The Company shall not establish any accounting books other than the statutory ones. The
Company’s assets shall not be deposited into any account opened in the name of an individual.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-15 –


--- page 407 ---
When distributing the profits after tax for the current year, the Company shall allocate 10% of the
profits to the statutory reserve fund. When the statutory reserve fund has accumulated to more than
50% of the Company’s registered capital, no further appropriation is required.
If the statutory reserve fund is insufficient to cover losses from previous years, the Company shall
use the current year’s profits to cover the losses before making appropriations to the statutory reserve
fund in accordance with the preceding paragraph.
After the statutory reserve fund is appropriated from the post-tax profits, the Company may,
pursuant to a resolution of the shareholders’ meeting, appropriate discretionary reserve funds from the
post-tax profits.
The remaining post-tax profits after covering losses and making appropriations to the reserve
funds shall be distributed to shareholders in proportion to the shares held by them, except as otherwise
provided by laws and regulations, the regulatory rules of the place where the Company’s securities are
listed, or this Articles of Association.
If the shareholders’ meeting distributes profits to shareholders in violation of the preceding
paragraph before the Company has covered its losses and made the required appropriations to the
statutory reserve fund, shareholders must return the distributed profits to the Company.
The Company’s own shares held by the Company shall not be entitled to profit distribution.
The Company’s cash dividend policy aims for stable and growing dividends. Subject to the
conditions for profit distribution, the Company may distribute dividends in the form of cash, shares, or
a combination of both, with cash dividends taking precedence over share dividends.
If the Company’s most recent audited report is not an unqualified opinion or is an unqualified
opinion with a significant uncertainty related to going concern, the Company may refrain from profit
distribution.
The reserve fund of the Company shall be used to cover losses, expand production and business
operations, or increase the Company’s capital.
To cover the Company’s losses with surplus funds, the discretionary surplus reserve and the
statutory surplus reserve shall be used first; if the losses still cannot be fully covered, the capital
surplus reserve may be used in accordance with the regulations.
When the statutory reserve fund is converted into capital, the amount retained in the statutory
reserve fund shall not be less than 25% of the Company’s registered capital prior to the conversion.
INTERNAL AUDIT
The Company shall implement an internal audit system, clarifying the leadership structure of
internal audit work, its responsibilities and authorities, personnel allocation, financial support,
application of audit results, and accountability.
The Company’s internal audit system shall be implemented and disclosed externally after approval
by the Board of Directors.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-16 –


--- page 408 ---
APPOINTMENT OF ACCOUNTING FIRM
The Company shall engage an accounting firm that meets the requirements set forth in the
Securities Law and the Hong Kong Stock Exchange Listing Rules to conduct audits of the financial
statements, verify net assets, and provide other related consulting services, with the appointment term
being one year, which can be renewed.
The engagement or dismissal of an accounting firm by the Company shall be submitted to the
Board of Directors for deliberation after obtaining the consent of more than half of the members of the
Audit Committee, and shall be decided by the shareholders’ meeting. The appointment, dismissal, and
remuneration (or the method of determining remuneration) of the accounting firm must be decided by
the shareholders’ meeting in the form of an ordinary resolution. The Board of Directors shall not
appoint an accounting firm before the decision of the shareholders’ meeting.
The Company guarantees that it will provide the engaged accounting firm with truthful and
complete accounting vouchers, accounting books, financial reports, and other accounting materials, and
will not refuse, conceal, or falsify any information.
The audit fees of the accounting firm shall be decided by the shareholders’ meeting.
If the Company dismisses or does not renew the engagement of the accounting firm, it must notify
the accounting firm seven days in advance. When the shareholders’ meeting votes on the dismissal of
the accounting firm, the accounting firm shall be allowed to state its opinions.
If the accounting firm resigns, it must explain to the shareholders’ meeting whether there are any
improper circumstances with the Company.
APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION
– V-17 –


--- page 409 ---
FURTHER INFORMATION ABOUT THE COMPANY
Establishment of the Company
The Company was established as a limited liability company under the laws of the PRC on April
22, 2020 and was converted into a joint stock limited company under the laws of the PRC on March 24,
2025. The Company’s registered office is located at No. 11, Lane 2777, Jinxiu East Road, Pilot Free
Trade Zone, Shanghai, PRC.
The Company has established a place of business in Hong Kong at 40/F, Dah Sing Financial
Centre, 248 Queen’s Road East, Wanchai, Hong Kong, and has been registered as a non-Hong Kong
company in Hong Kong under Part 16 of the Companies Ordinance. Ms. Au Yeung Lai Yee has been
appointed as our authorized representative for acceptance of service of process and notices in Hong
Kong whose correspondence address is the same as our place of business in Hong Kong.
Changes in the Share Capital of the Company
Save as disclosed in “History, Development and Corporate Structure,” there has been no alteration
in the share capital of the Company within two years immediately preceding the date of this prospectus.
Changes in the Share Capital of Our Subsidiaries
Details of our subsidiaries are set out in “History, Development and Corporate Structure — Our
Major Subsidiary” and Note 1 to the Accountants’ Report as set out in Appendix I to this prospectus.
Save as disclosed below, there has been no alteration in the registered capital of our subsidiaries
within two years immediately preceding the date of this prospectus.
Shanghai Seer Robot Co., Ltd. (
ʮ̡ )
On October 15, 2025, Shanghai Seer Robot Co., Ltd. was established under the laws of the PRC
with a registered capital of RMB1,000,000.
Wuxi Seer Intelligent Technology Co., Ltd. (ʮ̡ )
On April 22, 2025, Wuxi Seer Intelligent Technology Co., Ltd. was established under the laws of
the PRC with a registered capital of RMB10,000,000.
SEER Robotics Europe GmbH
On January 18, 2024, SEER Robotics Europe GmbH was incorporated in the Germany with an
initial share capital of EUR100,000.
Suzhou Seer Intelligent Technology Co., Ltd. (ʮ̡ )
On March 4, 2026, Suzhou Seer Intelligent Technology Co., Ltd. was established under the laws
of the PRC with a registered capital of RMB10,000,000.
Resolutions of the Shareholders
Pursuant to a general meeting held on May 12, 2025, the Shareholders resolved that, among
others:
(a) the issuance by the Company of H Shares with a nominal value of RMB1.00 each and such
H Shares being listed on the Stock Exchange;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 410 ---
(b) the number of H Shares to be issued shall not be more than 25% of the total issued share
capital of the Company as enlarged by the Global Offering (without taking into account of
any H Shares which may be issued upon the exercise of the Offer Size Adjustment Option
and the Over-Allotment Option), and the grant of the Over-allotment Option in respect of not
more than 15% of the number of H Shares initially available under the Global Offering;
(c) subjects to the CSRC’s approval, upon completion of the Global Offering, 100,000,000
Domestic Shares in aggregate held by 17 Shareholders will be converted into H Shares on a
one-for-one basis;
(d) 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 authorization to the Board
to amend the Articles of Association to the extent necessary in accordance with laws,
regulations and regulatory rules and requirements from relevant government bodies or
regulatory authorities and for the purpose of the Listing; and
(e) authorization of the Board or its authorized individual(s) to handle all matters relating,
among other things, to the Global Offering, the issue and the listing of H Shares on the
Stock Exchange.
FURTHER INFORMATION ABOUT OUR BUSINESS
Summary of 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 is or
may be material:
(a) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
HHLR Advisors, Ltd. and China International Capital Corporation Hong Kong Securities
Limited, pursuant to which HHLR Advisors, Ltd. agreed to subscribe for such number of H
Shares at the Offer Price in an aggregate investment amount of US$15.00 million (excluding
the brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee
in respect of such number of H Shares);
(b) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
Yuanbao Family Office Limited and China International Capital Corporation Hong Kong
Securities Limited, pursuant to which Yuanbao Family Office Limited agreed to subscribe
for such number of H Shares at the Offer Price in an aggregate investment amount of
US$15.00 million (excluding the brokerage, SFC transaction levy, AFRC transaction levy
and Stock Exchange trading fee in respect of such number of H Shares);
(c) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
3W Fund Management Limited and China International Capital Corporation Hong Kong
Securities Limited, pursuant to which 3W Fund Management Limited agreed to subscribe for
such number of H Shares at the Offer Price in an aggregate investment amount of US$10.00
million (excluding the brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee in respect of such number of H Shares);
(d) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
GF Fund Management Co., Ltd. (ʮ̡ ) and China International Capital
Corporation Hong Kong Securities Limited, pursuant to which GF Fund Management Co.,
Ltd. agreed to subscribe for such number of H Shares at the Offer Price in an aggregate
investment amount of US$3.00 million (excluding the brokerage, SFC transaction levy,
AFRC transaction levy and Stock Exchange trading fee in respect of such number of H
Shares);
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 411 ---
(e) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
GF International Investment Management Limited (ʮ̡ ) and China
International Capital Corporation Hong Kong Securities Limited, pursuant to which GF
International Investment Management Limited agreed to subscribe for such number of H
Shares at the Offer Price in an aggregate investment amount of US$3.00 million (excluding
the brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee
in respect of such number of H Shares);
(f) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
Ruihua (International) Investment Limited ( ๿ശ(਷ყ)ʮ̡ ) and China
International Capital Corporation Hong Kong Securities Limited, pursuant to which Ruihua
(International) Investment Limited agreed to subscribe for such number of H Shares at the
Offer Price in an aggregate investment amount of US$5.00 million (excluding the brokerage,
SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee in respect of
such number of H Shares);
(g) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ (ݵ)ҳ༟၍ଣϞ
ʮ̡) and China International Capital Corporation Hong Kong Securities Limited,
pursuant to which Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. agreed to
subscribe for such number of H Shares at the Offer Price in an aggregate investment amount
of US$3.00 million (excluding the brokerage, SFC transaction levy, AFRC transaction levy
and Stock Exchange trading fee in respect of such number of H Shares);
(h) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
Yishao Capital Management (HK) Limited and China International Capital Corporation Hong
Kong Securities Limited, pursuant to which Yishao Capital Management (HK) Limited
agreed to subscribe for such number of H Shares at the Offer Price in an aggregate
investment amount of US$3.00 million (excluding the brokerage, SFC transaction levy,
AFRC transaction levy and Stock Exchange trading fee in respect of such number of H
Shares);
(i) the cornerstone investment agreement dated June 12, 2026 entered into among the Company,
Nova Kerry Inc. and China International Capital Corporation Hong Kong Securities Limited,
pursuant to which Nova Kerry Inc. agreed to subscribe for such number of H Shares at the
Offer Price in an aggregate investment amount of US$2.00 million (excluding the brokerage,
SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee in respect of
such number of H Shares); and
(j) the Hong Kong Underwriting Agreement.
Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
considered to be material to our business:
No. Trademark
Registration
number Registered owner Place of registration Class Expiry date
1.
 72516196 Shanghai Seer Soft PRC 7 March 20, 2034
2.
 39465390 Shanghai Seer Soft PRC 7 October 6, 2030
3.
 75403238 The Company PRC 7 May 13, 2034
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 412 ---
No. Trademark
Registration
number Registered owner Place of registration Class Expiry date
4.
 75379682 The Company PRC 12 May 13, 2034
5.
 75389954 The Company PRC 9 May 13, 2034
6.
 57079472 The Company PRC 9 January 20, 2032
7.
 57085956 The Company PRC 7 January 20, 2032
8.
 47415005 The Company PRC 7 June 20, 2031
9.
 019005329 The Company Europe 7, 9, 12,
35
March 27, 2034
10.
 88219962 The Company PRC 35 April 20, 2036
Patents
As of the Latest Practicable Date, we had registered the following patents which we considered to
be material to our business:
No. Patent name Patent holder Patent number
Place of
registration Patent type
Patent application
date
1. Autonomous Transportation Robot (AMB-300XS-1)
(ೌɛย༶ዚኜɛ
(AMB-300XS-1)) ...............
The Company 2023305519236 PRC Design August 28, 2023
2. Navigation Controller (SRC-880)
(ኬঘછՓኜ (SRC-880)) ............
The Company 2023302914996 PRC Design May 17, 2023
3. Navigation Controller (SRC-2000-F(S)) ( ኬঘછՓ
ኜ(SRC-2000-F(S))) ..............
The Company 2023300257241 PRC Design February 3, 2023
4. Transportation Vehicle (SLFCBD-15)
(༶፩ԓ(SLFCBD-15)) ............
The Company 202330136472X PRC Design March 21, 2023
5. Forklift (SLFCDD-16) ( ɸԓ
(SLFCDD-16)) ................
The Company 2023301364838 PRC Design March 21, 2023
6. Safety-function Controller (SRC3000FSPRO) ( ̌ঐτ
ΌછՓኜ
(SRC3000FSPRO)) ..............
The Company 2022308009584 PRC Design November 30,
2022
7. Robot clamping device and its clamping method,
carrier plate cassette, and integrated robots ( ɓ၇ዚ
ଷeልΥዚኜ
ɛ) ....................
The Company 2022101991913 PRC Invention March 2, 2022
8. Method, storage medium and electronic equipment for
stitching maps (eπᎷʧሯձཥɿண
௪) ....................
The Company 2025100751422 PRC Invention January 17, 2025
9. Method, system and storage medium for collaborative
planning of motion paths of robots ( ɓ၇ዚኜɛ༶ਗ
ʿӻ୕eπᎷʧሯ ) ......
The Company 2024112907009 PRC Invention September 14,
2024
10. Method, system and storage medium for correcting the
deviation of loading and unloading of carton
transport robots (͍˙
ʿӻ୕eπᎷʧሯ ) .............
The Company 2024111072952 PRC Invention August 13, 2024
11. Method, navigation server and readable storage
medium for multi-agent path planning based on
floating resources (ε౽ঐ᜗༩
ਕኜʿ̙ᛘπᎷʧሯ ) ....
The Company 2021115955373 PRC Invention December 24, 2021
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 413 ---
No. Patent name Patent holder Patent number
Place of
registration Patent type
Patent application
date
12. Method, device and storage medium for degeneracy
concatenation of trajectories containing straight
paths (eༀໄ
ʿՉπᎷʧሯ ) ................
The Company 202 1111512499 PRC Invention September 29,
2021
13. Laser SLAM method and its readable storage medium
based on phase correlation method and factor
diagram (ዧΈ
SLAMʿՉ̙ᛘπᎷʧሯ ) .........
The Company 2021106895299 PRC Invention June 21, 2021
14. Method, system, device and storage medium for object
pose estimation of monocular cameras ( ఊͦᙲ྅᎘
eӻ୕eண௪ʿπᎷʧሯ ) ...
The Company 2021110254184 PRC Invention September 2, 2021
15. Method, system and storage medium for collaborative
cargo transport control of multi-robot ( ɓ၇εዚኜɛ
ʿӻ୕eπᎷʧሯ ) ......
The Company 2024100131105 PRC Invention January 4, 2024
16. Method and device for automatically updating maps
for mobile robots (ٙ
ʿༀໄ ) .................
The Company 2021106886849 PRC Invention June 21, 2021
17. Tracking method, system, and storage medium for 3D
moving objects ( ɓ၇3Dʿӻ୕e
πᎷʧሯ) ..................
The Company 2024100486564 PRC Invention January 12, 2024
18. Method and device for 3D hand-eye calibration of
mobile robots ( ɓ၇୅ਗዚኜɛ 3Dʿ
ༀໄ) ...................
The Company 2021106895301 PRC Invention June 21, 2021
19. Method and system for 3D grasping of integrated
robots based on Object Planar Features (ي׵
ልΥዚኜɛ 3Dʿӻ୕ ) ...
The Company 202210746771X PRC Invention June 28, 2022
20. Method, system, and storage medium for recognition
and localization based on neural network (׵
ʿӻ୕eπᎷʧሯ ) ...
The Company 2023116081760 PRC Invention November 29,
2023
21. Method, system, and storage medium for steering angle
compensation calibration of single steering-wheel
mobile robots (ج
ʿӻ୕eπᎷʧሯ ) ..............
The Company 2023117424503 PRC Invention December 18, 2023
22. Method, system, and storage medium for calibration
data correction of robotic arms (ᅰ
ʿӻ୕dπᎷʧሯ ) .........
The Company 202311472397X PRC Invention November 7, 2023
23. Path planning method for autonomous driving devices
(ج) .......
The Company 2021107480315 PRC Invention July 1, 2021
24. Method, system and storage medium for detecting the
failure of 2D laser localization ( ɓ၇Ꮸ಻
2D֛
ʿӻ୕eπᎷʧሯ ) ........
The Company 2023110983840 PRC Invention August 29, 2023
25. Method and system for acquiring long-distance QR
code and its object spatial pose ( ɓ၇Ⴣ൷ɚၪᇁʿ
ʿӻ୕ ) ........
The Company 2023111217618 PRC Invention September 1, 2023
26. Method, system and storage medium for evaluating the
quality of 2D laser localization ( ɓ၇2DЗሯ
ʿӻ୕eπᎷʧሯ ) .........
The Company 2023109648856 PRC Invention August 2, 2023
27. Method, system and storage medium for cross-regional
path planning (ʿӻ୕eπ
Ꮇʧሯ) ...................
The Company 2023108822446 PRC Invention July 18, 2023
28. Method, device and storage medium for optimizing the
curvature-continuous splicing of navigation path
segments containing circular arc (ኬঘ༩
eༀໄʿπᎷʧሯ ) .
The Company 202 1111517613 PRC Invention September 29,
2021
29. Method, system and storage medium for 2D hand-eye
calibration of four-axis robotic arm ( ɓ၇̬ൿዚ૛
ᑑ2Dʿӻ୕eπᎷʧሯ ) ......
The Company 2023109415771 PRC Invention July 28, 2023
30. Method, system and storage medium for scheduling
transportation distribution tasks ( ɓ၇༶፩ʱᅡ΂ਕ
ʿӻ୕eπᎷʧሯ ) ..........
The Company 2023106412983 PRC Invention June 1, 2023
31. Method and system for planning robot detour paths on
navigation routes (ɪ஝ྌዚኜɛᔎ
ʿӻ୕ ) .............
The Company 2023108320435 PRC Invention July 7, 2023
32. Method, system and storage medium for automatic
calibration of robotic arm tool coordinates ( ɓ၇ዚ
ʿӻ୕eπᎷʧሯ ) .
The Company 2023106885845 PRC Invention June 12, 2023
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 414 ---
No. Patent name Patent holder Patent number
Place of
registration Patent type
Patent application
date
33. Method, system and storage medium for automatic
hand-eye calibration (ʿӻ୕
eπᎷʧሯ ) .................
The Company 2023106875487 PRC Invention June 12, 2023
34. Method, system and storage location management
system for visually detecting hollow targets (٤
З၍ଣӻ୕ ) ..
The Company 202310555439X PRC Invention May 17, 2023
35. Method and system for precise 6-degree-of-freedom
(6DoF) positioning of 3D targets ( ɓ၇3Dͦᅺ6DoF
ʿӻ୕ ) .............
The Company 2023105512128 PRC Invention May 16, 2023
36. Method, system and storage medium for updating maps
based on positioning pose as constraints (З
ʿӻ୕eπᎷʧሯ ) ..
The Company 2023102614399 PRC Invention March 17, 2023
37. Method, system and storage medium for calibrating the
installation position of the steering wheel on a
mobile robot (ج
ʿӻ୕eπᎷʧሯ ) ..............
The Company 2023102750783 PRC Invention March 21, 2023
38. Method, system and storage medium for detecting the
status of storage location based on the generative
adversarial networks (З
ʿӻ୕eπᎷʧሯ ) ........
The Company 2023102779917 PRC Invention March 21, 2023
39. Method, system and storage medium for automatically
updating maps (ʿӻ୕eπ
Ꮇʧሯ) ...................
The Company 2023102770537 PRC Invention March 21, 2023
40. Method, system, device and storage medium for jointly
calibrating parameters of mobile robots ( ୅ਗዚኜɛ
ʿӻ୕eண௪eπᎷʧሯ ) ..
The Company 2023103176090 PRC Invention March 29, 2023
41. Method, system and storage medium for guiding the
interaction between robotic arm and backpack ( ɓ၇
ʿӻ୕eπᎷʧ
ሯ) ....................
The Company 2023102612393 PRC Invention March 17, 2023
42. Inbound and outbound method and system based on
visual recognition (၍ଣ
ʿӻ୕ ) .................
The Company 2023100513849 PRC Invention February 2, 2023
43. Visual positioning method and system and integrated
robots based on 2DMarker (׵2DMarkerൖ
ձӻ୕eልΥዚኜɛ ) ........
The Company 202211463733X PRC Invention November 17,
2022
44. Multi-line laser positioning method and positioning
device, computer device and storage medium ( εᇞ
ၑዚண௪eπᎷʧሯ )
The Company 2022114967838 PRC Invention November 28,
2022
45. Visual information anti-shake method, and management
method and system for warehousing location status
(ʿ
ӻ୕) ...................
The Company 2022115045391 PRC Invention November 29,
2022
46. Three-dimensional warehousing system and its cargo
handling and warehousing method (Ꮇӻ
ج) .............
The Company 202111259988X PRC Invention October 28, 2021
47. Mapping method and device and storage medium based
on single-line LiDAR (ܔٙ
ʿༀໄeπᎷʧሯ ) ...........
The Company 2022111781983 PRC Invention September 27,
2022
48. Path generation method, system and storage medium
for mobile robots based on NURBS (׵
NURBSeӻ୕ʿπᎷʧ
ሯ) ....................
The Company 202211283896X PRC Invention October 20, 2022
49. Mobile robot autonomous obstacle avoidance planning
method and its task scheduling system ( ɓ၇୅ਗዚ
ӻ୕ ) ....
The Company 2022111071429 PRC Invention September 13,
2022
50. Intelligent guidance method and guidance device for
the blind (ண௪ ) .....
The Company 2022111410771 PRC Invention September 20,
2022
51. 3D storage location status detection method and
system based on deep learning (ٙ
3Dʿӻ୕ ) ..........
The Company 2022110165734 PRC Invention August 24, 2022
52. Speed planning method and storage medium for
smooth curved paths (ܓ
eπᎷʧሯ ) .............
The Company 2022107810254 PRC Invention July 5, 2022
53. Path planning method and device for smoothly
returning a mobile robot to a given trajectory ( ɓ၇
ʿༀ
ໄ) ....................
The Company 2022100836041 PRC Invention January 25, 2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 415 ---
No. Patent name Patent holder Patent number
Place of
registration Patent type
Patent application
date
54. Licence plate recognition method and its system and
readable storage medium (ʿՉӻ
୕e̙ᛘπᎷʧሯ ) ..............
The Company 2021112882510 PRC Invention November 2, 2021
55. Multi-segment navigation path curvature-continuous
splicing optimization processor, method and storage
medium (ટᎴʷஈଣዚe
ʿπᎷʧሯ ) ...............
The Company 2021112379466 PRC Invention October 25, 2021
56. Describable-shapes-based point cloud precise
positioning method, device and storage medium ( ਿ
eༀໄʿπᎷʧ
ሯ) ....................
The Company 2021112379771 PRC Invention October 25, 2021
57. A warehousing and freight robot and its loading
method (ج) ...
The Company 2021112600035 PRC Invention October 28, 2021
58. Method for surface shape recognition and positioning
based on 3D sensor (׵3Dᗆ
ج) ................
The Company 2022107489920 PRC Invention June 28, 2022
59. Gantry-type handling robot and cargo loading control
method (༱ༀછՓ
ج)....................
The Company 2022111291895 PRC Invention September 16,
2022
60. Method, system and storage medium for robot TCP
calibration based on primitive geometric elements
(ዚኜɛ TCPʿ
ӻ୕eπᎷʧሯ ) ...............
The Company 202310570842X PRC Invention May 19, 2023
61. Method, system and storage medium for ensuring
consistency of multiple robots (ღεዚኜɛՑ
ʿӻ୕eπᎷʧሯ ) .......
The Company 2025105005601 PRC Invention April 21, 2025
62. Method and system for pallet recognition and
positioning based on 3D sensor (׵3Dช಻ኜ
eӻ୕ ) .........
The Company 2022107507134 PRC Invention June 28, 2022
63. A normally closed fork tip collision sensing device,
front fork arm, and forklift invention (ɸ
׼) ......
The Company 2023106758924 PRC Invention June 8, 2023
64. A normally open fork tip collision sensing device,
front fork arm, and forklift invention (ɸ
׼) ......
The Company 2023106750091 PRC Invention June 8, 2023
65. A pallet box storage rack and its storage method, and a
composite robot invention (ʿ
׼) .........
The Company 2022105578737 PRC Invention May 19, 2022
66. A method and system for creating and locating
long-range QR code maps using laser positioning
(e
׼)..................
The Company 2023111242501 PRC Invention September 1, 2023
67. A Steering Angle Compensation Calibration Method
and System for a Multi-Steer-Wheel Robotic Mobile
Chassis (֛
ʿՉӻ୕ ) ................
The Company 2026100443642 PRC Invention January 14, 2026
68. A Method, System, and Storage Medium for Robot
Calibration Based on Optical Motion Capture
(ʿӻ୕e
πᎷʧሯ) ..................
The Company 2026100385651 PRC Invention January 13, 2026
Copyrights
As of the Latest Practicable Date, we had the following copyrights which we considered to be
material to our business:
No. Copyright name Registered owner Registration number Place of registration Registration date
1. 3D Robot Visualization Software (3D ዚኜɛ̙ൖʷ
ழ΁) ..................
Shanghai Seer Soft 2024SR1817564 PRC November 18, 2024
2. QuickGo Single-vehicle Application System
(QuickGo ఊԓᏐ͜ӻ୕ ) ...........
Shanghai Seer Soft 2024SR1726265 PRC November 7, 2024
3. M4 Smart Logistics Management System (M4ي
၍ଣӻ୕ ) ................
Shanghai Seer Soft 2024SR0955796 PRC July 8, 2024
4. Roboshop Robot Software (Roboshop ዚኜɛழ΁ ).. Shanghai Seer Soft 2020SR0911880 PRC August 11, 2020
5. ̀ʈ౽ঐ Robot Scheduling System Software ( ̀ʈ
ӻ୕ழ΁ ) ..........
The Company 2022SR0923816 PRC July 13, 2022
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 416 ---
No. Copyright name Registered owner Registration number Place of registration Registration date
6. Robot Map Visualization Software ( ዚኜɛήྡ̙ൖ
ʷழ΁) ..................
The Company 2023SR0247020 PRC February 15, 2023
7. 3D Digital Robot Software (3D ᅰοᛀ͛ழ΁ ) ... The Company 2023SR0297477 PRC March 3, 2023
8. Integrated Warehouse System (ৣɓ᜗ʷӻ୕ ) .. The Company 2023SR0297533 PRC March 3, 2023
9. One-stop Log Visualization and Analysis Software
from Seer Soft (ழ΁ ) .
Shanghai Seer Soft 2023SR1087557 PRC September 18, 2023
Domain Names
As of the Latest Practicable Date, we had registered the following internet domain names which
we considered to be material to our business:
No. Domain name Owner Expiry date
1. seer-group.com ............................... The Company June 4, 2027
2. seer-group.cn ................................ The Company June 4, 2027
3. seer-robotics.cn ............................... The Company August 30, 2027
4. seer-robotics.com .............................. The Company August 30, 2027
5. seer-robotics.ai ............................... The Company March 3, 2027
6. general-humanoid-robots.ai ........................ The Company March 20, 2028
FURTHER INFORMATION ABOUT THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
Particulars of Directors’ Service Contracts
We have entered into a service contract or a letter of appointment with each of the Directors in
respect of, among others, (i) term of service, (ii) termination, (iii) compliance with the relevant laws
and regulations and (iv) observance of the Articles of Association. The service contracts and letters of
appointment may be renewed in accordance with the Articles of Association and the applicable laws,
rules and regulations from time to time.
Save as disclosed above, none of the Directors has or is proposed to have a service contract with
any member of the Group.
Remuneration of Directors
For details of the remuneration of Directors, see “Directors and Senior Management — Directors’
and Supervisors’ Remuneration and Remuneration of the Five Highest-paid Individuals” and Note 9 and
10 to the Accountant’s Report in Appendix I.
Employee Incentive Scheme
The following is a summary of the principal terms of our employee incentive scheme adopted on
November 30, 2022 (“ Employee Incentive Scheme ”). The Employee Incentive Scheme is not subject
to the provisions of Chapter 17 of the Listing Rules as it does not involve the grant of Shares or the
grant of options by the Company to subscribe for the Shares after the Listing.
Purpose
The purpose of the Employee Incentive Scheme is to incentivize and retain key employees,
motivating them to contribute to the long-term development of the Company. The Employee Incentive
Scheme aligns the interests of employees with the Company’s strategic objectives and performance
goals, enhancing employee engagement, and fostering a sense of ownership within the Company.
Administration
The Employee Incentive Scheme is administered by the general manager of the Company or other
individuals authorized by the Board (the “ Administrator ”), as authorized by the Shareholders’ meeting,
who are responsible for determining the participants, the corresponding grant amounts and proportions,
as well as managing and executing the details of the Employee Incentive Scheme.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 417 ---
Participants
The participants under the Employee Incentive Scheme primarily include core and key employees
of the Company, who continuously undertake significant responsibilities and make important or
outstanding contributions in areas such as the formulation and implementation of the Company’s
development strategy, capital operations and investment activities, business operations and management,
technological innovation, and product development. The eligibility of the participants under the
Employee Incentive Scheme is determined by the Administrator in accordance with the provisions set
forth in the Employee Incentive Scheme, which is primarily based on the Company’s development
needs and a comprehensive assessment of each participant’s performance and contribution.
Grant of Incentive Awards
We have established two employee incentive platforms (the “ Employee Incentive Platforms ”),
namely Shanghai Xianyi and Shanghai Xianwu, to implement the Employee Incentive Scheme. As of
the Latest Practicable Date, the Employee Incentive Platforms held in aggregate 20,284,257 Shares,
representing approximately 20.28% of the share capital of the Company. For details of the Employee
Incentive Platforms, see “History, Development and Corporate Structure — Employee Incentive
Platforms” in this prospectus.
The eligible participants under the Employee Incentive Scheme are granted awards in the form of
limited partnership interests in the Employee Incentive Platforms (the “ Incentive Awards ”), thereby
indirectly holding the Shares in the Company by virtue of their capacity as limited partners of the
Employee Incentive Platforms. All participants agree that Mr. Zhao, the general partner of the
Employee Incentive Platforms, shall exercise the voting rights attached to the Shares held by the
Employee Incentive Platforms.
Subscription Price and Lock-up of Incentive Awards
The subscription price of the Incentive Awards (the “ Subscription Price ”) shall be determined or
adjusted at the discretion of the Administrator, taking into account factors such as the valuation from
the Company’s previous rounds of financing, the specific circumstances of the participants, the
Company’s ongoing business progress, and relevant industry practices, as specified in the grant
agreement signed by the participant. Participants should use legally sourced personal or self-raised
funds to pay the Subscription Price.
The lock-up period for the Incentive Awards, subject to the participant’s annual performance
assessment and individual circumstances, will be determined as outlined in the grant agreement of the
participant. During the lock-up period, participants are prohibited from disposing of their Incentive
Awards, including but not limited to transferring, pledging, gifting, setting up trust rights, encumbering,
dividing their holdings through divorce, or exiting the Employee Incentive Platforms.
Details of the Incentive Awards Granted
As of the Latest Practicable Date, all of the Incentive Awards have been fully granted and vested,
and there was an aggregate number of 20 and 82 participants holding partnership interests in Shanghai
Xianyi and Shanghai Xianwu, respectively.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 418 ---
Shanghai Xianyi is a limited partnership established in the PRC on December 30, 2020 and
managed by its general partner, Mr. Zhao. As of the Latest Practicable Date, Shanghai Xianyi had 19
limited partners and none of the limited partners holds more than 10.0% limited partnership interests in
Shanghai Xianyi. Details are set out as follows:
Name Position
Approximate
partnership
interests
Approximate
number of Shares
corresponding to
the Incentive
Awards held by the
participant
General partner
Mr. Zhao ............ Chairman of the Board, executive Director and
chief executive officer of the Company
64.82% 10,022,230
Limited partners
Mr. Zhang Xing ........ Chief financial officer of the Company 1.87% 289,807
Other 18 employees of the
Group ............
Key employees of the Group who are eligible
under the Employee Incentive Scheme
33.31% 5,149,080
Total .............. 100.00% 15,461,117
Shanghai Xianwu is a limited partnership established in the PRC on October 8, 2021 and managed
by its general partner, Mr. Zhao. As of the Latest Practicable Date, Shanghai Xianwu had three limited
partners, the details of whom are set out as follows:
Name Position
Approximate
partnership
interests
Approximate
number of Shares
corresponding to
the Incentive
Awards held by the
participant
General partner
Mr. Zhao ............ Chairman of the Board, executive Director and
chief executive officer of the Company
13.28% 640,623
Limited partners
Mr. Ye Yangsheng ....... Executive Director and head of the digital R&D
center of the Company
0.02% 1,069
Suzhou Xianwu
No. 1 (1) ...........
N/A 37.36% 1,801,754
Suzhou Xianwu
No. 2 (2) ...........
N/A 49.34% 2,379,694
Total .............. 100.00% 4,823,140
(1) As of the Latest Practicable Date, Suzhou Xianwu No. 1 had one general partner and 45 limited partners, with (i) Mr.
Zhao, as the general partner, holding approximately 5.60% partnership interest and (ii) other 45 employees of the Group
holding in aggregate approximately 94.40% limited partnership interest, respectively. None of the limited partners of
Suzhou Xianwu No. 1 holds more than 10% limited partnership interest.
(2) As of the Latest Practicable Date, Suzhou Xianwu No. 2 had one general partner and 35 limited partners, with (i) Mr.
Zhao, as the general partner, holding approximately 1.79% partnership interest, (ii) Mr. Fan Siqi, the secretary to the
Board, head of the securities affairs and director of investment and financing department of the Company, holding
approximately 6.43% limited partnership interest, (iii) Mr. Zhang Wenting, Mr. Zhang Tengyu and Mr. Huang Qiangsheng,
all of whom are research and development team members of the Company, each holding approximately 23.60% limited
partnership interest, and (iv) other 31 employees of the Group, holding in aggregate approximately 20.97% limited
partnership interest and none of them holding more than 10% limited partnership interest.
Disclosure of Interests
Interests of the Directors and Chief Executive of the Company
Save as disclosed below, immediately following the completion of the Global Offering (assuming
no exercise of the Offer Size Adjustment Option or the Over-allotment Option) and the conversion of
the Domestic Shares into H Shares, so far as the Directors are aware, none of the Directors, or chief
executive of the Company will have any interest and/or short position (as applicable) in the Shares,
underlying Shares or debentures of the Company or our associated corporation (within the meaning of
Part XV of the SFO) which will be required to be notified to the Company and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 419 ---
are 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 the Company and the Stock Exchange, once the H
Shares are listed on the Stock Exchange.
Name Position Nature of interest
Number and
description of
Shares held
Approximate
percentage of
shareholding in the
relevant type of
Shares (1)
Approximate
percentage of
shareholding in the
total share capital of
the Company (1)
Mr. Zhao ......... Chairman of the Board, executive
Director, and chief executive officer
of the Company
Beneficial owner 17,050,617 H Shares 15.43% 15.43%
Interest in controlled
corporation
(2)
35,835,081 H Shares 32.43% 32.43%
Mr. Ye Yangsheng ..... Executive Director Interest in controlled
corporation (3)
4,265,688 H Shares 3.86% 3.86%
Mr. Wang Qun ....... Executive Director Interest in controlled
corporation (4)
3,324,871 H Shares 3.01% 3.01%
(1) The calculation is based on the total number of 110,497,300 H Shares in issue upon Listing comprising (i) an aggregate of
100,000,000 H Shares to be converted from the Domestic Shares and (ii) 10,497,300 H Shares to be issued pursuant to the
Global Offering (without taking into account the H Shares which may be issued upon the exercise of the Offer Size
Adjustment Option and the Over-allotment Option).
(2) As of the Latest Practicable Date, Mr. Zhao was the respective general partner of Shanghai Xianyi, Shanghai Xiansan,
Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi. As a result, Mr. Zhao is deemed to be interested in the
35,835,081 Shares held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi
under the SFO.
(3) As of the Latest Practicable Date, Mr. Ye Yangsheng held approximately 99.99% limited partnership interest in Shanghai
Xianqi. As a result, Mr. Ye Yangsheng is deemed to be interested in the 4,265,688 Shares held by Shanghai Xianqi under
the SFO.
(4) As of the Latest Practicable Date, Mr. Wang Qun held approximately 99.99% limited partnership interest in Shanghai
Xianliu. As a result, Mr. Wang Qun is deemed to be interested in the 3,324,871 Shares held by Shanghai Xianliu under the
SFO.
Interests of substantial Shareholders
Save as disclosed in “Substantial Shareholders” in this prospectus, the Directors are not aware of
any other person (other than the Directors or chief executive of the Company) who will, immediately
following the completion of the Global Offering (assuming no exercise of the Offer Size Adjustment
Option or the Over-allotment Option) and the conversion of the Domestic Shares into H Shares, have an
interest and/or short position in the Shares or underlying Shares which would fall to be disclosed to the
Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or
who is, directly or indirectly, 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 the Company or any other
member of the Group.
Agency Fees or Commissions Received
The Underwriters will receive an underwriting commission in connection with the Underwriting
Agreements. See “Underwriting — Underwriting Arrangements and Expenses — Total Commission and
Expenses.” Save in connection with the Underwriting Agreements, no commissions, discounts,
brokerages or other special terms have been granted by the Group to any person (including the
Directors, promoters and experts referred to in “— Other Information — Qualifications of Experts”
below) in connection with the issue or sale of any capital or security of the Company or any member of
the Group within the two years immediately preceding the date of this prospectus.
Within the two years immediately preceding the date of this prospectus, 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 the Company.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 420 ---
Disclaimers
(a) None of the Directors nor any of the experts referred to in “Qualifications of Experts” below
has any direct or indirect interest in the promotion of, or in any assets which have been,
within two years immediately preceding the date of this prospectus, acquired or disposed of
by, or leased to, any member of the Group, or are proposed to be acquired or disposed of by,
or leased to, any member of the Group;
(b) Save in connection with the Underwriting Agreements, none of the Directors nor any of the
experts referred to “Qualifications of Experts” below is (i) materially interested in any
contract or arrangement subsisting at the date of this prospectus which is interested legally
or beneficially in any shares in any member of the Group; or (ii) has any right (whether
legally enforceable or not) to subscribe for or to nominate persons to subscribe for any
securities in any member of the Group; and
(c) None of the Directors or their respective close associates or the Shareholders who to the
knowledge of the Directors are interested in more than 5% of our issued share capital has
any interest in our top five customers or suppliers during the Track Record Period.
OTHER INFORMATION
Estate Duty
The Directors have been advised that no material liability for estate duty is likely to fall on our
Company or any of our subsidiaries.
Litigation
As of the Latest Practicable Date, no member of the Group was involved in any litigation,
arbitration, administrative proceedings or claims of material importance, and so far as the Directors are
aware, no litigation, arbitration, administrative proceedings or claims of material importance are
pending or threatened against any member of the Group.
Sole Sponsor
The Sole Sponsor has made an application on our behalf to the Listing Committee for the listing
of, and permission to deal in, the H Shares. The Sole Sponsor satisfies the independence criteria
applicable to sponsor set out in Rule 3A.07 of the Listing Rules. The Sole Sponsor will receive an
aggregate fee of US$600,000 to act as the sponsor to the Company in connection with the Listing.
Preliminary Expense
The Company did not incur any material preliminary expense.
Promoters
The promoters of the Company are all then 16 shareholders of the Company as of March 24, 2025
before our conversion into a joint stock company with limited liability. Within the two years
immediately preceding the date of this prospectus, no cash, securities or other benefit has been paid,
allotted or given nor are any proposed to be paid, allotted or given to any promoters in connection with
the Global Offering or the related transactions described in this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 421 ---
Qualifications of Experts
The qualifications of the experts who have given opinions or advice 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
Ernst & Young Certified public accountants and registered public interest
entity auditor
AllBright Law Offices Legal advisor as to PRC law
China Insights Industry Consultancy
Limited
Independent industry consultant
Hogan Lovells Legal advisor as to International Sanctions law
Consents of Experts
Each of the experts referred to in “Qualification of Experts” above has given and has not
withdrawn its written consent to the issue of this prospectus with the inclusion of its reports, letters,
advice or opinions (as the case may be) and the references to its name included herein in the form and
context in which they are included.
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The current
rate charged on each of the seller and purchaser is 0.1% of the consideration or, if higher, the fair value
of the H Shares being sold or transferred. For further information in relation to taxation, see “Appendix
III — Taxation and Foreign Exchange.”
Binding Effect
This prospectus shall have the effect, if any application is made pursuant hereto, of rendering all
persons concerned bound by all the provisions (other than the penal provisions) of Sections 44A and
44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance as far as applicable.
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).
Miscellaneous
(a) save as disclosed in “History, Development and Corporate Structure,” and “— Changes in
the Share Capital of Our Subsidiaries” above, within the two years immediately preceding
the date of this prospectus, no share or loan capital or debenture of the Company or any of
our subsidiaries has been issued or agreed to be issued or is proposed to be issued for cash
or as fully or partially paid other than in cash or otherwise;
(b) no share or loan capital of the Company or any of its subsidiary is under option or is agreed
conditionally or unconditionally to be put under option;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(c) the Company or any of its subsidiary has not issued nor agreed to issue any founder or
management or deferred shares;
(d) there are no restrictions affecting the remittance of profits or repatriation of capital by us
into Hong Kong from outside Hong Kong;
(e) there are no arrangements under which future dividends are waived or agreed to be waived;
(f) there are no contracts for hire or hire purchase of plant to or by us for a period of over one
year which are substantial in relation to our business;
(g) there have been no interruptions in our business which may have or have had a significant
effect on our financial position in the 12 months preceding the date of this prospectus;
(h) no part of the equity or debt securities of the Company, if any, is currently listed on or dealt
in on any stock exchange or trading system, and no such listing or permission to deal in on
any stock exchange other than the Stock Exchange is being or is proposed to be sought;
(i) the Company has no outstanding convertible debt securities or debentures;
(j) the Company is a joint stock limited company and is subject to the PRC Company Law; and
(k) the English text of this prospectus shall prevail over its respective Chinese text.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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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. the written consents referred to in “Appendix VI — Statutory and General Information —
Other Information — Consents of Experts;” and
2. a copy of each of the material contracts referred to in “Appendix VI — Statutory and
General Information — Further Information about our Business — Summary of Material
Contracts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Stock
Exchange at www.hkexnews.hk
and our website at www.seer-robotics.ai during a period of 14 days
from the date of this prospectus:
1. the Articles of Association;
2. the Accountants’ Report prepared by Ernst & Young, the text of which is set out in
“Appendix I;”
3. the audited consolidated financial statements of the Company for the years ended December
31, 2023, 2024 and 2025;
4. the report prepared by Ernst & Young on the unaudited pro forma financial information of
the Group, the text of which is set out in “Appendix II;”
5. the material contracts referred to in “Appendix VI — Statutory and General Information —
Further Information about Our Business — Summary of Material Contracts;”
6. the written consents referred to in “Appendix VI — Statutory and General Information —
Other Information — Consents of Experts;”
7. the service contracts referred to in “Appendix VI — Statutory and General Information —
Further Information about the Directors and Substantial Shareholders — Particulars of
Directors’ Service Contracts;”
8. the PRC legal opinion issued by AllBright Law Offices, the legal advisor to the Company as
to PRC law, in respect of, among other things, the general corporate matters and property
interests of the Group under PRC law;
9. the legal memorandum issued by Hogan Lovells, the legal advisor to the Company as to
International Sanctions law;
10. the industry report issued by China Insights Industry Consultancy Limited, the summary of
which is set forth in the section headed “Industry Overview;” and
11. the PRC Company Law, the PRC Securities Law, the Trial Measures and Guidelines for
Articles of Association of Listed Companies issued by the CSRC, together with their
unofficial English translations.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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Shanghai Seer Intelligent Technology Co., Ltd.
上海仙工智能科技股份有限公司
Shanghai Seer Intelligent Technology Co., Ltd.
上海仙工智能科技股份有限公司
GLOBAL OFFERING
Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, Joint Global Coordinators, 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
(A joint stock company established in the People’s Republic of China with limited liability)
Stock Code : 06106
