--- page 1 ---
STOCK CODE : 00668 (A joint stock company incorporated in the
People's Republic of China with limited liability)
GLOBAL OFFERING
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers
(in alphabetical order)
安克創新科技股份有限公司
Anker Innovations Technology Co., Ltd.


--- page 2 ---
Important: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.
Anker Innovations Technology Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 46,632,800 H Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 4,663,300 H Shares (subject to
reallocation)
Number of International Offer Shares : 41,969,500 H Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Maximum Offer Price : HK$99.32 per H Share, plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of
0.00015% and Hong Kong Stock
Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 00668
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, and Joint Lead Managers
(in alphabetical order)
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 an y loss howsoever arising
from or in reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and
Available on Display” in Appendix V to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the R egistrar
of Companies in Hong Kong take no responsibility as to the contents of this Prospectus or any other documents referred to above.
The Offer Price is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the C ompany on the
Price Determination Date. The Price Determination Date is expected to be on or before Monday, June 29, 2026 (Hong Kong time) . The Offer Price will not be more than
HK$99.32 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed on or before 12:00 noon on Monday, June 29, 2026 (H ong Kong
time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company, the Global Offering will not proceed and wi ll lapse.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the Company’s consent, reduce the number of Hong Kong Offer
Shares 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, an announcement will be
published on the website of our Company at www.anker.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the offer will be canceled
and relaunched at the revised number of Offer Shares in accordance with the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental
or a new prospectus (as appropriate)) as soon as practicable following the decision to make such reduction, and in any event not later than the morning o f the day which
is the last day for lodging applications under the Hong Kong Public Offering. Further details are set forth in the sections headed “Structure of the Glo bal Offering” and
“How to Apply for the Hong Kong Offer Shares” in this Prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (for themselves and
on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underwriting” in this Prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be off ered,
sold, pledged or otherwise transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to, t he registration
requirements of the U.S. Securities Act and in accordance with any applicable state securities laws in the United States. The Offer Shares may only be o ffered
and sold (a) in the United States solely to QIBs in reliance on Rule 144A or another available exemption from registration requirements under the U.S. S ecurities
Act, and (b) outside the United States in offshore transactions in reliance on Regulation S. No public offering of the Offer Shares will be made in the Un ited States.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this document to the pub lic in relation
to the Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.anker.com . If you require a printed copy
of this Prospectus, you may download and print it from the website addresses above.
IMPORTANT
June 23, 2026


--- page 3 ---
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.anker.com. If you require a printed copy of this
prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is
a HKSCC Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of the electronic version of this prospectus are
identical to the printed prospectus as registered with the Registrar of Companies in Hong
Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).
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.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in this
prospectus for further details of the procedures through which you can apply for the Hong
Kong Offer Shares electronically.
Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out
in the table.
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. Y ou must pay the
respective amount payable on application in full upon application for Hong Kong Offer
Shares.
IMPORTANT
–i i–


--- page 4 ---
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian , based on the applicable laws and regulations in Hong Kong. Y ou are responsible
for complying with any such pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
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$
100 10,032.16 1,500 150,482.46 8,000 802,573.13 400,000 40,128,656.88
200 20,064.33 2,000 200,643.28 9,000 902,894.77 500,000 50,160,821.10
300 30,096.48 2,500 250,804.10 10,000 1,003,216.43 600,000 60,192,985.32
400 40,128.65 3,000 300,964.92 20,000 2,006,432.84 700,000 70,225,149.55
500 50,160.82 3,500 351,125.75 30,000 3,009,649.27 800,000 80,257,313.75
600 60,192.99 4,000 401,286.58 40,000 4,012,865.69 900,000 90,289,477.98
700 70,225.15 4,500 451,447.39 50,000 5,016,082.11 1,000,000 100,321,642.20
800 80,257.32 5,000 501,608.21 100,000 10,032,164.22 1,500,000 150,482,463.30
900 90,289.47 6,000 601,929.85 200,000 20,064,328.45 2,000,000 200,643,284.40
1,000 100,321.64 7,000 702,251.49 300,000 30,096,492.65 2,331,600
(1) 233,909,940.95
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 Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
– iii –


--- page 5 ---
If there is any change to the expected timetable of the Hong Kong Public Offering, we will
issue an announcement to be published on the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our website at www.anker.com .
Hong Kong Public Offering commences ............................... 9:00 a.m. on
Tuesday, June 23, 2026
Latest time to complete applications under
the White Form eIPO service through
the designated website at www.eipo.com.hk (2) ........................1 1:30 a.m. on
Friday, June 26, 2026
Application lists open (3) ..........................................1 1:45 a.m. on
Friday, June 26, 2026
Latest time (a) to complete payment of
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) give electronic application
instructions to HKSCC
(4) ....................................... 12:00 noon on
Friday, June 26, 2026
If you are instructing 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, you are advised to contact your broker or custodian for the earliest and latest
time for giving such instructions, as this may vary by broker or custodian.
Application lists close
(3) ......................................... 12:00 noon on
Friday, June 26, 2026
Expected Price Determination Date (5) ..............................b y 12:00 noon on
Monday, June 29, 2026
Announcement of: the final Offer Price;
the level of applications of the Hong Kong
Public Offering; the level of indications of
interest in the International Offering; and
the basis of allocation of the Hong Kong
Offer Shares to be published on the website
of the Hong Kong Stock Exchange
at www.hkexnews.hk and our website
at www.anker.com (6) .................................a to r before 11:00 p.m. on
Tuesday, June 30, 2026
EXPECTED TIMETABLE
–i v–


--- page 6 ---
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be made available through a variety of
channels as described in the section headed “How to Apply for the Hong Kong Offer Shares —
Publication of Results”, including:
on the website of the Stock Exchange
at www.hkexnews.hk and our website
at www.anker.com (6) respectively ........................a to r before 11:00 p.m. on
Tuesday, June 30, 2026
on the designated results of allocation
website at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function ............................... from 11:00 p.m. on
Tuesday, June 30, 2026
to 12:00 midnight on
Monday, July 6, 2026
from the allocation results telephone
enquiry line by at +852 2862 8555
between 9:00 a.m. and 6:00 p.m. ........................ from Thursday, July 2, 2026
to Tuesday, July 7, 2026
(excluding Saturdays, Sundays
and public holidays in Hong Kong)
Despatch of H Share certificates in respect of
wholly or partially successful applications, or
deposit of H Share certificate into CCASS,
on or before
(7) ........................................T uesday, June 30, 2026
Despatch of White Form e-Refund payment (8)
instructions and refund cheques in respect of
wholly or partially unsuccessful applications
on or before .......................................... Thursday, July 2, 2026
Dealings in our H Shares on the Hong Kong
Stock Exchange expected to commence at ........... 9:00 a.m. on Thursday, July 2, 2026
Notes:
(1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.
(2) Y ou will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30
a.m. on the last day for making applications. If you have already submitted your application and obtained an
application reference number from the designated website before 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 making
applications, when the application lists close.
(3) If there is a “black” rainstorm warning, a tropical cyclone warning signal number 8 or above and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, June 26, 2026 the
application lists will not open or close on that day. See the section headed “How to Apply for the Hong Kong Offer
Shares — Severe Weather Arrangements” for further details.
(4) If you instruct your broker or custodian who is an HKSCC Participant to give electronic application instructions
via FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker or custodian for
the latest time for giving such instructions which may be different from the latest time as stated above.
(5) The Price Determination Date is expected to be on or before Monday, June 29, 2026 (Hong Kong time). If, for any
reason, the Offer Price is not agreed by 12:00 noon on Monday, June 29, 2026 (Hong Kong time), the Global Offering
will not proceed and will lapse.
(6) None of the websites or any of the information contained on the websites forms part of this prospectus.
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected
to be on or around Thursday, July 2, 2026 provided that the Global Offering has become unconditional in all respects.
Investors who trade our H Shares on the basis of publicly available allocation details before the receipt of H Share
certificates or before the H Share certificates become valid evidence of title do so entirely at their own risk.
EXPECTED TIMETABLE
–v–


--- page 7 ---
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect
on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized
representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both
individuals and authorized representatives must produce evidence of identity acceptable to our H Share Registrar at
the time of collection. Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post,
at the applicants’ risk, to the addresses specified in the relevant applications.
White Form e-Refund payment instructions/refund cheques will be issued for the applicants who have applied
through White Form eIPO service in respect of wholly or partially unsuccessful applications and in respect of wholly
or partially successful applications pursuant to the Hong Kong Public Offering if the final Offer Price is less than the
Maximum Offer Price payable per Offer Share on application. 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 cheques. Inaccurate
completion of an applicant’s Hong Kong identity card number or passport number may invalidate or delay encashment
of the refund cheques.
Applicants who have applied through White Form eIPO service and paid their applications monies through single
bank accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund
payment instructions. Applicants who have applied through 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 cheque(s) in favor of the applicant (or, in the case of joint
applications, the first-named applicant) by ordinary post at their own risk.
For applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel, H Share
certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to their designated
HKSCC Participant’s stock account.
For applicants who have applied through HKSCC EIPO channel, their broker or custodian will arrange refund to their
designated bank account subject to the arrangement between them and their broker or custodian.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares —
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 the Hong
Kong Offer Shares” for details relating to the structure of the Global Offering and the
conditions and procedures for application for the Hong Kong Offer Shares.
EXPECTED TIMETABLE
–v i–


--- page 8 ---
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by us solely in connection with the Hong Kong Public Offering
and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of
an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus
pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose
of 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 us, the Joint Sponsors, the Overall
Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their respective
directors, officers, employees, agents, or representatives of any of them or any other parties
involved in the Global Offering.
Page
EXPECTED TIMETABLE ............................................ i v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 1 2
GLOSSARY OF TECHNICAL TERMS .................................. 2 1
FORW ARD-LOOKING STATEMENTS .................................. 2 5
RISK FACTORS ................................................... 2 6
W AIVERS AND EXEMPTION ......................................... 5 2
INFORMATION ABOUT THIS PROSPECTUS AND
THE GLOBAL OFFERING ......................................... 6 3
DIRECTORS AND PARTIES INVOLVED IN
THE GLOBAL OFFERING ......................................... 6 7
CORPORATE INFORMATION ........................................ 7 1
INDUSTRY OVERVIEW ............................................. 7 3
REGULATORY OVERVIEW .......................................... 8 6
CONTENTS
– vii –


--- page 9 ---
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............... 1 1 2
BUSINESS ........................................................ 1 2 0
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS ............ 1 8 7
DIRECTORS AND SENIOR MANAGEMENT ............................. 1 9 0
SUBSTANTIAL SHAREHOLDERS ..................................... 1 9 9
CORNERSTONE INVESTORS ........................................ 2 0 0
SHARE CAPITAL .................................................. 2 0 8
FINANCIAL INFORMATION ......................................... 2 1 0
FUTURE PLANS AND USE OF PROCEEDS .............................. 2 4 0
UNDERWRITING .................................................. 2 4 4
STRUCTURE OF THE GLOBAL OFFERING ............................. 2 5 3
HOW TO APPLY FOR THE HONG KONG OFFER SHARES ................. 2 6 2
APPENDIX I – ACCOUNTANTS’ REPORT ......................... I - 1
APPENDIX IA – UNAUDITED INTERIM FINANCIAL INFORMATION .... IA-1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION . II-1
APPENDIX III – SUMMARY OF THE ARTICLES OF ASSOCIATION ..... III-1
APPENDIX IV – STATUTORY AND GENERAL INFORMATION ......... I V - 1
APPENDIX V – DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ..................................... V - 1
CONTENTS
– viii –


--- page 10 ---
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 document before you decide to invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in investing in the
Offer Shares are set out in the section headed “Risk Factors” in this prospectus. You should
read the section carefully before you decide to invest in the 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
Who We Are
We are primarily engaged in the design and development of consumer electronics in the global
smart devices industry, delivering reliable products and user-centric experiences to consumers
worldwide. Our product offerings cover three major product lines — smart charging and power
storage, smart home, and smart audio and video — featuring a broad range of products including
mobile charging, consumer power storage, smart home security, smart cleaning, printing, smart
audio, and smart projectors. We operate under a fabless model, under which we primarily focus on
the design and sale of smart devices, while outsourcing manufacturing to our manufacturing
partners.
Our Product Offerings
We currently operate three main product lines:
 Smart Charging and Power Storage: Smart charging and power storage solutions are the
cornerstone of our business. This business line includes the full portfolio of charging
devices and accessories under the Anker brand, as well as the Anker SOLIX brand of
consumer power storage products.
 Smart Home: We continue to focus on upgrading everyday home scenarios through
intelligent solutions. Under the eufy label, we have incubated three product families.
eufy Security offers a full range of home security systems, utilizing local data storage
to deliver reliable, privacy-first protection with products such as security cameras, video
doorbells, and alarm systems. eufy Clean specializes in home cleaning solutions, with
robot vacuums that feature powerful suction, smart navigation, and efficient
performance. eufyMake serves the growing consumer printing market, with 3D-texture
UV printers that inspire creativity at home while extending our expertise and reach in
smart manufacturing.
 Smart Audio and Video: Our smart audio and video products are built around our brand,
soundcore, dedicated to elevating how people experience sound and visuals. soundcore
offers a diverse range of wireless products, including headphones, speakers, and
conference systems, designed with features such as noise cancellation, open-ear formats,
and smart app controls to deliver seamless use across indoor and outdoor settings. In
addition, we also offer Nebula-series portable smart projectors, a product line that
includes advanced laser projectors with integrated audio systems, creating an all-in-one
immersive viewing experience.
Our Accomplishments
Since our founding in 2011, we have grown from the Anker brand and steadily expanded our
product portfolio across smart charging and power storage, smart home, and smart audio and video.
We now operate three global brands — Anker, eufy, and soundcore — along with two core
sub-brands, Anker SOLIX and eufyMake. According to Frost & Sullivan, globally by revenue from
2020 to 2024, we ranked second in the mobile charging products sector, and have been the largest
independent mobile charging brand. In 2025, we ranked first globally in the mobile charging
products sector by revenue. Our market share of global mobile charging products reached 4.8% in
terms of revenue in 2025.
SUMMARY
–1–


--- page 11 ---
Driven by our globalization strategy, we continue to expand our business footprint, with our
products sold in more than 180 countries and regions worldwide. While maintaining solid positions
in key markets such as North America and Europe, we are also achieving rapid growth in emerging
markets. As of December 31, 2025, we had served over 200 million users globally.
3,026
granted patents 5
252
accumulated wins of
awards6
200 million+
global users3
Top-ranked
from
2017 to 2025
for Anker Brand according
to BrandZTM's ranking4
30%+
net profit CAGR
for 2015-2025
35%+
revenue CAGR
for 2015-2025
180+
countries and regions1
96.6%
of total revenue from
overseas market2
Globally
largest
mobile charging brand
and balcony photovoltaic
energy storage brand
by revenue in 2025
8.8%
R&D expenses ratio7
43%
R&D expenses CAGR8
Globalization Brand Technology Growth
Notes: 1. As of December 31, 2025; 2. Percentage of total revenue from overseas market in 2025; 3. As of December 31,
2025; 4. Based on ranking of Anker Brand on the BrandZ™ “Top 50 Chinese Globalizing Brands” jointly released
by Google and Kantar; 5. Number of granted patents globally as of December 31, 2025, consisting of invention
patents, utility patents and design patents; 6. Number of wins of international industrial design and innovation
product awards, as of December 31, 2025; 7. Ratio of total R&D expenses to total revenue during the Track Record
Period; 8. R&D expenses CAGR from 2023 to 2025.
Product Innovation
Technological Innovation
We are committed to building competitive advantages through technological innovation. To
continuously develop foundational and cross-category capabilities, we established the “2023
Laboratory,” enabling applications of foundational technologies across multiple product lines.
Supported by a platform-based R&D framework organized around product development teams
(PDT) and software development teams (SDT), we have built a R&D system and achieved
breakthroughs across several key technology areas.
Delivering Strong User Experiences
We believe that product innovation goes beyond simply developing functional solutions, it is
about delivering experiences that consistently exceed user expectations. By leveraging both
consumer insights system and market insights system, we define what constitutes the “optimal
experience,” and use this as the cornerstone for product conceptualization, innovation, and ongoing
iterative updates. Our commitment to innovation and optimal user experiences continues to drive
greater user value.
Commercialization
We maintain a tiered product portfolio and an omni-channel network. Our flagship products
showcase advanced technology and distinctive design, enhancing our brand premium. Our main
product lines meet the essential needs of mass market users at accessible price points. Entry-level
SUMMARY
–2–


--- page 12 ---
products address the everyday needs of a broader consumer base, and expand our overall market
share. Online, we maintain a strong presence on major third-party e-commerce platforms, achieving
growth in key markets through targeted campaigns and high product ratings. Offline, we have
established long-term partnerships with major global retailers while expanding our network of
self-owned offline retail stores, offering direct customer engagement and convenient purchasing
options. Leveraging these strong multi-channel capabilities, we have built a comprehensive sales
system spanning online and offline channels, including both direct and third-party distribution,
supporting sustained sales growth while reinforcing brand awareness and user experiences. In 2025,
revenue from end consumers accounted for over 70% of our total sales.
Our Growth Engine — Value Reinforcement
By integrating high-quality products with efficient commercialization, we have addressed the
diverse needs of various customer segments. Our established brand presence enables us to capture
user attention more effectively, reducing the effort and cost required to educate the market when we
launch new products or enter new markets. As a result, we are able to accelerate successful
commercialization, drive sustained business growth and strengthen our market position.
Rapid Growth and Solid Financial Performance
Leveraging the flywheel effect of “Product Innovation — Commercialization— V alue
Reinforcement,” we have established a sustainable and scalable platform for success, enabling us
to achieve breakthroughs across multiple regions, product categories, and channels.
Regions : We have established presence in North America, ranking second in the mobile
charging market. In Europe, we have expanded rapidly in consumer power storage by capitalizing
on the region’s green transition initiatives including its promotion of solar energy strategy.
Product Categories : We continue to maintain our market leadership in mobile charging, power
storage, smart security and wireless headphones. Globally by revenue from 2020 to 2024, we ranked
second in the mobile charging products sector, and have been the largest independent mobile
charging brand. In 2025, we ranked first globally in the mobile charging products sector by revenue.
For smart home security products, we ranked among the top five players globally by revenue in
2025. In audio, soundcore ranked sixth in 2025 globally in wireless headphone markets by revenue.
Channels : Online, we have performed strongly across major global third-party e-commerce
platforms, holding strong sales positions across Amazon in multiple regions. In 2025, revenue from
online channels accounted for 70.2% of total revenue, representing a year-over-year growth rate of
21.7%. Offline, we strengthened partnerships with leading global retailers, established local teams
and expanded networks, achieving 27.8% year-over-year growth in offline revenue in 2025.
Over a longer horizon, our revenue grew more than 23-fold from 2015 to 2025, achieving a
CAGR of over 35%, demonstrating our strong capabilities in long-term business expansion and
value creation. We have also consistently prioritized delivering sustainable returns to our
shareholders. Our dividend payout ratios for 2023, 2024, and 2025 were 50.3%, 52.8% and 50.6%,
respectively. With a solid business foundation, innovation and outstanding execution, we are
devoted to generating greater long-term value for our shareholders and all stakeholders.
OUR GROWTH STRATEGIES
To achieve our mission and further strengthen our market position, we intend to pursue several
key strategies. We will continue to drive user-centric product innovation and expand into new
product categories. We plan to accelerate innovation through sustained investment in talent and
advanced technologies. We will further enhance our global brand presence and build stronger
consumer recognition worldwide. In addition, we aim to construct and optimize a global,
direct-to-customer sales channel and supply chain network to support scalable and efficient growth.
For details, see “Business — Our Growth Strategies.”
SUMMARY
–3–


--- page 13 ---
OVERVIEW OF GLOBAL SMART DEVICES INDUSTRY
Our strategy focuses on “shallow-sea” markets, a concept we use to refer to product categories
with market sizes under US$80 billion. These categories feature diverse user needs and relatively
unconsolidated competitive landscapes, offering substantial room for innovation and strong growth
potential. The shallow-sea markets are characterized by a broad variety of product categories, each
with relatively small individual market sizes. Many of these segments are still in the early or
high-growth phase, exhibiting rapid expansion potential. Product innovation and iteration occur at
a faster pace, generating diverse avenues for value creation. The competitive landscape is generally
fragmented, with frequent entries from emerging players driving continuous opportunity. Total size
of these markets is approximately US$380.4 billion in 2025 and are expected to reach US$676.8
billion by 2030, representing a CAGR of 12.2% from 2025 to 2030, according to Frost & Sullivan.
In these categories, companies that are able to address user pain points, maintain sustained R&D
innovation, and cultivate effective team collaboration are best positioned to build competitive
advantages across multiple product categories. See “Industry Overview — Overview of Global
Smart Devices Industry” for more details.
SUMMARY OF KEY FINANCIAL INFORMATION
Summary Consolidated Statements of Profit or Loss and Other Comprehensive Income
The table below sets forth key items of our consolidated statements of profit or loss and other
comprehensive income for the periods indicated derived from the Accountants’ Report included in
Appendix I to this Prospectus:
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages )
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,026,828) (57.3) (14,065,293) (56.9) (17,127,972) (56.1)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 42.7 10,644,787 43.1 13,386,431 43.9
Other income and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100319,219 1.8 365,063 1.5 575,314 1.9
Research and development expenses /H1100/H1100(1,413,867) (8.1) (2,108,445) (8.5) (2,892,785) (9.5)
Selling and distribution expenses /H1100/H1100/H1100/H1100(3,886,613) (22.2) (5,569,791) (22.5) (6,826,803) (22.4)
General and administrative expenses /H1100/H1100(658,897) (3.8) (984,217) (4.0) (1,246,690) (4.1)
Impairment loss on trade and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(32,853) (0.2) (6,909) (0.0) (46,017) (0.2)
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,807,364 10.3 2,340,488 9.5 2,949,450 9.7
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(26,687) (0.2) (27,760) (0.1) (52,051) (0.2)
Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H110031,835 0.2 35,621 0.1 25,075 0.1
Profits before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,812,512 10.4 2,348,349 9.5 2,922,474 9.6
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(118,573) (0.7) (137,225) (0.6) (305,280) (1.0)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,693,939 9.7 2,211,124 8.9 2,617,194 8.6
Equity shareholders of the
Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 9.2 2,114,430 8.6 2,545,132 8.3
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,067 0.5 96,694 0.4 72,062 0.2
Revenue
By Types of Products and Services
During the Track Record Period, we generated revenue mainly from sales of smart devices.
The following table sets forth the breakdown of our revenue in absolute amounts and as a
percentage of our total revenue, for the years indicated.
SUMMARY
–4–


--- page 14 ---
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Smart charging and power storage /H1100/H1100/H1100/H1100/H1100/H11008,603,582 49.1 12,667,007 51.3 15,401,753 50.5
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,541,291 25.9 6,336,477 25.6 8,271,292 27.1
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,285,272 24.5 5,692,427 23.0 6,833,491 22.4
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,147 0.4 14,169 0.1 7,867 0.0
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,506,292 100.0 24,710,080 100.0 30,514,403 100.0
Gross rentals from investment property /H1100/H1100911 0.0 – – – –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Note:
* In 2023, others primarily include agency services, which included managing online store operations for third-parties,
and the subsidiary responsible for providing agency services was divested in 2023. Since 2024, others primarily
include revenue generated from certain accessories that were previously not categorized into our major product lines.
Sales V olume and Average Selling Price by Product Category
The following table sets forth a breakdown of the sales volume and average selling price by
product category for the years indicated:
Y ear ended December 31,
2023 2024 2025
Volume
Average
selling
price Volume
Average
selling
price Volume
Average
selling
price
thousands RMB thousands RMB thousands RMB
Smart charging and power storage /H1100/H1100/H110062,226 138.3 83,152 152.3 93,521 164.7
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,917 656.5 9,639 657.4 10,778 767.5
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,179 302.2 23,258 244.7 27,588 247.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,322 209.2 116,049 212.8 131,887 231.3
Gross Profit and Gross Profit Margin
Gross profit is calculated as total revenue minus cost of sales. The ratio of gross profit to total
revenue is referred to as the gross profit margin, representing our gross profit as a percentage of our
revenue. The following table sets forth a breakdown of our gross profit and gross profit margin by
type of goods or service for the years indicated.
For the year ended December 31,
2023 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
%%%
(RMB in thousands, except for percentages)
Smart charging and power storage /H1100/H1100/H1100/H1100/H1100/H1100/H11003,557,514 41.3 5,179,550 40.9 6,134,123 39.8
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,064,236 45.5 2,903,391 45.8 3,941,304 47.7
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,849,450 43.2 2,551,537 44.8 3,304,427 48.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,161 12.0 10,309 72.8 6,577 83.6
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,361 42.7 10,644,787 43.1 13,386,431 43.9
Gross rentals from investment property /H1100/H1100/H110014 1.5 – – – –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 42.7 10,644,787 43.1 13,386,431 43.9
SUMMARY
–5–


--- page 15 ---
The increase in our gross profit margin during the Track Record Period was primarily driven
by the continuous launch of new products as well as product iterations with higher gross profit
margins, and enhanced cost control measures that resulted in margin improvement. For instance, the
gross profit margin of smart home products and smart audio and video products are improving
during the Track Record Period. Additionally, due to a reduction in international freight costs and
our enhanced product cost control measures, the production costs declined, resulting in an increase
in gross profit margins.
Summary Consolidated Statements of Financial Position
The table below sets forth selected information from our consolidated statements of financial
position as of the dates indicated, which has been extracted from the Accountants’ Report included
in Appendix I to this Prospectus:
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,601,746 4,236,158 3,980,366
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,174,957 12,367,550 16,086,527
Total assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,776,703 16,603,708 20,066,893---------- ---------- ----------
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,194,235 1,557,676 2,586,711
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,421,169 5,901,512 6,768,512
Total liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,615,404 7,459,188 9,355,223---------- ---------- ----------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,753,788 6,466,038 9,318,015
Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,161,299 9,144,520 10,711,670
We have net current assets position as of December 31, 2023, 2024 and 2025. Our net assets
increased from RMB8,161.3 million as of December 31, 2023 to RMB9,144.5 million as of
December 31, 2024, primarily due to (i) our profit for the year of RMB2,211.1 million, (ii) issuance
of shares under share award schemes of RMB103.5 million, and (iii) dividends declared and
approved of RMB1,145.5 million. Our net assets increased from RMB9,144.5 million as of
December 31, 2024 to RMB10,711.7 million as of December 31, 2025, primarily due to (i) profit
for the year of RMB2,617.2 million, (ii) issuance of shares under share award schemes of
RMB164.3 million, and (iii) dividends declared and approved of RMB1,189.0 million. For detailed
discussion on our net current assets, please see “Financial Information – Discussion of Certain Key
Items From Our Consolidated Statements of Financial Position – Current Assets and Liabilities”
Summary Consolidated Statements of Cash Flows
The following table sets forth our consolidated cash flow data for the years indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash generated from operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,429,913 2,745,459 480,807
Net cash (used in)/generated from
investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,453) (1,503,479) 306,007
Net cash used in financing activities /H1100/H1100/H1100/H1100(613,180) (809,833) (129,476)
Net increase in cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100812,280 432,147 657,338
Cash and cash equivalents at the
beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100928,610 1,789,101 2,328,704
Effect of foreign exchange rate changes /H1100 48,211 107,456 81,700
Cash and cash equivalents at the
end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,789,101 2,328,704 3,067,742
SUMMARY
–6–


--- page 16 ---
Net cash generated from operating activities in 2025 was RMB480.8 million, which primarily
consists of profit before taxation of RMB2,922.5 million, partially offset by tax paid of RMB336.1
million, adjusted for certain non-cash and non-operating items.
Net cash generated from operating activities in 2024 was RMB2,745.5 million, which
primarily consists of profit before taxation of RMB2,348.3 million, partially offset by tax paid of
RMB200.0 million, adjusted for certain non-cash and non-operating items.
Net cash generated from operating activities in 2023 was RMB1,429.9 million, which
primarily consists of profit before taxation of RMB1,812.5 million, partially offset by tax paid of
RMB87.2 million, adjusted for certain non-cash and non-operating items.
For a more comprehensive discussion of our liquidity and capital resources, see “Financial
Information — Liquidity and Capital Resources — Net Cash Generated from Operating Activities”
for further details.
OUR CUSTOMERS AND SUPPLIERS
During the Track Record Period, our customers primarily consisted of end users who purchase
our products, distributors to whom we sell our products and retailers. In 2023, 2024 and 2025, the
aggregate revenue generated from our five largest customers in each year were RMB1,985.2
million, RMB2,474.8 million and RMB2,620.2 million, representing 11.3%, 10.0% and 8.6% of our
revenue, respectively. Revenues generated from our largest customer in the same years were
RMB652.5 million, RMB651.2 million and RMB588.0 million, representing 3.7%, 2.6% and 1.9%
of our revenue, respectively. To the best of our knowledge, during the Track Record Period and up
to the Latest Practicable Date, our five largest customers in each year were independent third
parties, and 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. In 2023, 2024 and 2025, the aggregate purchase amounts
from our five largest suppliers in each year were RMB3,638.9 million, RMB4,851.0 million and
RMB5,920.4 million, representing 33.7%, 33.8% and 34.0% of our total purchase amount,
respectively. The purchase amounts from our largest supplier in the same periods were RMB1,073.8
million, RMB1,274.2 million and RMB1,553.6 million, representing 9.9%, 8.9% and 8.9% of our
total purchase amount, respectively. During the Track Record Period, we did not experience any
material fluctuation in prices set by our suppliers or material breach of contract on the part of our
suppliers. 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 suppliers in each year. For details, see
“Business — Our Customers” and “Business — Supply Chain Management.”
OUR RELATIONSHIP WITH AMAZON
Amazon operates a leading global e-commerce platform with extensive geographic reach,
standardized operating rules and a large, diversified consumer base. According to Frost & Sullivan,
it is industry practice for global smart device companies to sell through such third-party platforms.
We leverage Amazon as one of our earliest and key overseas sales channels to access major
developed markets, benefiting from its scale, transparent review mechanisms and growing market
penetration to enhance brand visibility, consumer trust, customer acquisition and repeat purchases
in North America, Europe and East Asia.
During the Track Record Period, revenue generated from sales through Amazon were
RMB9,996.3 million, RMB13,417.7 million, and RMB15,955.4 million, representing 57.1%, 54.3%
and 52.3% of our total revenue for 2023, 2024 and 2025, respectively.
Our Directors are of the view that our close relationship with Amazon does not have any
material and adverse impact on our business operations and financial performance, based on the
following considerations: (i) our arrangements with Amazon are non-exclusive and conducted on
standard commercial terms generally applicable to all sellers on the Amazon platform. Either party
may terminate the agreement, with Amazon entitled to terminate upon providing 30 days’ prior
SUMMARY
–7–


--- page 17 ---
notice to us, and we entitled to terminate at any time. In addition, Amazon may terminate the
agreement in accordance with its platform compliance requirements and rule-based enforcement
mechanisms; (ii) we have operated on Amazon’s platform for more than 15 years with a consistent
record of compliance with platform rules relating to product quality, intellectual property, customer
service and seller conduct. We have not experienced any material disputes, or account suspensions
during the Track Record Period; (iii) consumer demand for our products on Amazon is primarily
driven by brand recognition, product performance and customer reviews rather than traffic
allocation or algorithmic preferences granted by Amazon; (iv) our products are not customized for
Amazon and are technically and commercially suitable for distribution across multiple online and
offline channels, enabling redeployment if required; and (v) we have actively diversified our sales
channels by expanding onto other third-party e-commerce platforms, strengthening our direct-to-
consumer capabilities, and growing our offline retail presence across multiple regions, supported by
flexible logistics arrangements including overseas warehouses and third-party providers. In parallel,
we continue to invest in brand building and R&D to enhance product competitiveness and reduce
reliance on any single sales platform.
For detailed discussion about our relationship with Amazon, please see “Business — Sales and
Marketing of Our Products — Our Relationship with Amazon.”
OUR CONTROLLING SHAREHOLDERS
Immediately prior to the Global Offering, our Company was held as to 43.39% by Mr. Y ang
and 3.64% by Ms. He. Mr. Y ang and Ms. He are parties acting in concert. Accordingly, Mr. Y ang
and Ms. He are our Controlling Shareholders before the Listing.
Immediately after the completion of the Global Offering (assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised and no new Shares are issued under the
Restricted Share Incentive Plans, and excluding any A Shares issuable upon conversion of the
outstanding 2025 Convertible Bonds), Mr. Y ang and Ms. He will be entitled to control an aggregate
of approximately 43.27% of the voting rights in our Company and will remain as our Controlling
Shareholders upon Listing.
RISK FACTORS
Our operations and the Global Offering involve certain risks and uncertainties, some of which
are beyond our control and may affect your decision to invest in us and/or the value of your
investment. Some of the major risks we face include, but are not limited to, the following:
 the success of our business depends on continuous innovation and responsiveness to
evolving market and technological trends;
 our products may experience quality problems that can result in harm to our reputation.
Significant return or exchange, product-related liability and product recall costs could
also adversely affect our business and financial performance;
 we generate a significant portion of our revenue from third-party e-commerce platforms.
Disruptions of our relationships with third-party e-commerce platforms, changes in, or
interpretation of, policies of such third-party e-commerce platforms or unfavorable
changes in our arrangements with them, could have a material adverse effect on our
business, financial condition and results of operations.
 we are subject to risks associated with our global presence and will continue to be
subject to such risks as we continue to expand our business overseas. Changes to the
global economic environment as well as trade relationships could negatively impact our
operating results and result in fluctuations to the demand for our products; and
 we participate in highly competitive markets and we may not be able to compete
successfully.
SUMMARY
–8–


--- page 18 ---
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$4,522.7 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, assuming the Offer Size Adjustment Option
and the Over-allotment Option are not exercised and an Offer Price of HK$99.32 per Offer Share.
In line with our strategies, we intend to use the net proceeds for the following purposes,
subject to changes with respect to our evolving business needs and changing market conditions:
approximately 20.0% or HK$904.5 million will be allocated to drive product iteration and
innovation as well as to expand product categories. We remain committed to a user-centric
approach, continuously advancing and innovating our existing product lines while focusing on
shallow-sea markets. By leveraging real world usage scenarios, we aim to create differentiated
products and expand our product portfolio; approximately 20.0% or HK$904.5 million will be
allocated to R&D and talent acquisition, strengthening our technological foundation to support
ongoing innovation and global expansion; approximately 20.0% or HK$904.5 million will be
allocated to strengthen our direct-to-consumer global market strategy; approximately 20.0% or
HK$904.5 million will be allocated to upgrade supply chain management to support ongoing global
expansion efforts; approximately 15.0% or HK$678.4 million will be allocated to enhance our
brand’s appeal and deepen consumer loyalty; and approximately 5.0% or HK$226.1 million will be
allocated for working capital and general corporate purposes.
See “Future Plans and Use of Proceeds” for further details.
GLOBAL OFFERING AND OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global Offering
has been completed and 46,632,800 H Shares are newly issued in the Global Offering, (ii) the Offer
Size Adjustment Option and the Over-allotment Option are not exercised, and (iii) 582,909,162
Shares are issued and outstanding following the completion of the Global Offering:
Based on an Offer
Price of HK$99.32 per
H Share
Market value of our H Shares (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$4,631.6
million
Total market capitalization (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$72,013.1
million
Unaudited pro forma adjusted net tangible assets per Share (3) /H1100/H1100/H1100/H1100/H1100/H1100HK$28.44
Notes:
(1) The calculation of market value of our H Shares is based on 46,632,800 H Shares expected to be issued
pursuant to the Global Offering, assuming the Offer Size Adjustment Option and the Over-allotment Option
are not exercised.
(2) The calculation of total market capitalization is based on 582,909,162 Shares expected to be issued and
outstanding following the completion of the Global Offering (being 536,276,362 A Shares in issue as of the
Latest Practicable Date and 46,632,800 H Shares to be issued pursuant to the Global Offering), assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised. The calculation of market
value of our H Shares is referred to in note (1) above. The calculation of market value of our A Shares in issue
is based on the average closing price of the A Shares of RMB109.22 per A Share for the five business days
immediately preceding the Latest Practicable Date and the 536,276,362 A Shares in issue as of the Latest
Practicable Date.
The difference between 582,909,162 Shares used in calculating total market capitalization and 582,791,673
Shares used in calculating the unaudited pro forma adjusted net tangible assets is attributable to the A Shares
issued upon conversion of the 2025 Convertible Bonds or vested under the Restricted Share Incentive Plans.
(3) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the adjustments referred to
in the section headed “Unaudited Pro Forma Financial Information” in Appendix II to this Prospectus and on
the basis that 582,791,673 Shares were in issue immediately following the completion of the Global Offering
(being 536,158,873 A Shares in issue as of December 31, 2025 and 46,632,800 H Shares to be issued pursuant
to the Global Offering), and does not take into account the issuance of any H Shares which may be issued upon
the exercise of the Offer Size Adjustment Option and the Over-allotment Option and any Shares which may
be issued under the Restricted Share Incentive Plans.
SUMMARY
–9–


--- page 19 ---
No adjustment has been made to reflect any trading results or other transactions of the Group entered into
subsequent to December 31, 2025, including but not limited to the cash dividend of RMB911,670,000
approved and declared in May 2026. Had such cash dividend been approved and declared on December 31,
2025, the unaudited pro forma adjusted net tangible assets would have decreased by approximately
RMB911,670,000 and the unaudited pro forma adjusted net tangible assets per Share would have decreased by
approximately RMB1.56 (equivalent to HK$1.80).
OUR A-SHARE LISTING ON THE CHINEXT MARKET OF THE SHENZHEN STOCK
EXCHANGE
Our A Shares have been listed on the ChiNext Market of the Shenzhen Stock Exchange since
August 24, 2020. Our Directors have confirmed that the Company has had no instance of
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws
and regulations of the PRC in any material respect since the A-Share Listing, and, to the best
knowledge of our Directors after having made all reasonable enquiries, there is no material matter
that should be brought to investors’ attention in relation to our compliance record on the Shenzhen
Stock Exchange. Based on the filings on the website of the Shenzhen Stock Exchange and the
information available in the public domain, our PRC Legal Adviser is of the view that the Company
has complied with all applicable securities laws and regulations in the PRC in relation to its listing
on the ChiNext Market of the Shenzhen Stock Exchange in all material respects throughout the
Track Record Period and up to the Latest Practicable Date. Based on the independent due diligence
conducted by the Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause
them to have reasonable doubt about our Directors’ confirmation with regard to the compliance
record of the Company on the Shenzhen Stock Exchange in any material respect.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting
fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees
paid to our legal advisers and reporting accountants for their services rendered in relation to the
Listing and the Global Offering, and other fees and expenses. Assuming full payment of the
discretionary incentive fee, the estimated total listing expenses (based on the Offer Price of
HK$99.32 and assuming that the Offer Size Adjustment Option and the Over-allotment Option are
not exercised) for the Global Offering are approximately RMB94.7 million, accounting for
approximately 2.4% of our gross proceeds. Among such estimated total listing expenses, we expect
to pay underwriting-related expenses of RMB44.2 million, professional fees for our legal advisers
and reporting accountants of RMB30.4 million and other fees and expenses of RMB20.0 million.
An estimated amount of RMB10.0 million for our listing expenses was and is expected to be
expensed through the consolidated statements of profit or loss and other comprehensive income and
an estimated amount of RMB84.6 million is expected to be recognized directly as a deduction from
equity upon the Listing. We did not recognize any listing expenses in 2023 and 2024. We recognized
listing expenses of RMB0.6 million through profit and loss in 2025.
DIVIDENDS
We have adopted both Articles of Association and a separate dividend guideline governing the
principles and considerations applicable to dividend distributions. Pursuant to our dividend
guideline, dividend distributions are determined with a view to balancing shareholder returns and
the Company’s long-term development needs. Our Board considers a range of factors, including the
Company’s financial performance, cash flow, capital requirements, development stage, investment
plans, debt repayment capability and other relevant circumstances, and seeks to maintain a stable
and sustainable dividend policy while preserving sufficient resources to support the Company’s
future growth. In addition, our dividend guideline provides that we shall distribute no less than 10%
of our distributable profits realized in the current year as cash dividends annually.
However, we do not have a formal dividend policy on a pre-determined fixed dividend payout
ratio. During the Track Record Period, we have paid dividend of RMB487.7 million, RMB1,131.9
million and RMB1,172.6 million for the year ended December 31, 2023 and 2024 and 2025,
respectively. According to the applicable laws in the PRC and our Articles of Association, we will,
in principle, declare cash dividend distribution annually after the conclusion of our annual general
meeting of shareholders, and may also distribute interim cash dividends based on our profitability
and capital requirements, provided that it meets the conditions for cash dividends while ensuring
our normal operations and long-term development. In conjunction with the aforementioned cash
dividend distributions, we may also distribute stock dividend.
RECENT DEVELOPMENTS
Our business has continued to grow following the Track Record Period, with year-over-year
revenue growth in the first quarter of 2026, reflecting sustained customer demand. For the three
months ended March 31, 2026, average selling prices were RMB180.6 per unit for smart charging
SUMMARY
–1 0–


--- page 20 ---
and power storage, RMB779.4 per unit for smart home, and RMB248.6 per unit for smart audio and
video, and the sales volume was 23.1 million units for smart charging and power storage, 2.4
million unit for smart home, and 6.2 million unit for smart audio and video.
Unaudited Financial Information for the Three Months Ended March 31, 2026
Our revenue increased by RMB1,614.3 million, or 26.9%, from RMB5,993.4 million for the
three months ended March 31, 2025 to RMB7,607.6 million for the three months ended March 31,
2026, primarily due to an increase in the revenue generated from smart charging and power storage,
and to a lesser extent to an increase in the revenue generated from smart home and smart audio and
video. Total sales volume of our three major product categories increased from 28.1 million units
to 31.7 million units, while the average selling price rose from RMB213.1 per unit to RMB240.1
per unit over the same periods.
Our unaudited condensed consolidated interim financial information for the three months
ended March 31, 2026 has been reviewed by our Reporting Accountants in accordance with Hong
Kong Standard on Review Engagements 2410, Review of Interim Financial Information Performed
by the Independent Auditor of the Entity, as issued by the Hong Kong Institute of Certified Public
Accountants. For details, see Financial Information and Appendix IA to this Prospectus.
Dividend Distribution for 2025
Subsequent to the end of the Track Record Period, a final dividend in respect of the year ended
December 31, 2025 of RMB1.7 per share (tax inclusive), in an aggregate amount of approximately
RMB911,670,000, was approved by the shareholders at the annual general meeting and paid in May
2026.
U.S. Tariffs
On November 1, 2025, the U.S. government released a fact sheet that documents the latest
actions to be taken by the U.S. and Chinese governments to relax tariff and other trade controls as
a result of a trade and economic deal reached between the two sides. The U.S. among other
measures, lowered the tariffs on Chinese imports by removing 10 percentage points of the
cumulative rate, effective November 10, 2025, and maintained its suspension of heightened
reciprocal tariffs on Chinese imports until November 10, 2026. The U.S. agreed to extend the
expiration of certain Section 301 tariff exclusions, currently due to expire on November 29, 2025,
until November 10, 2026. The U.S. also agreed to suspend for one year, starting on November 10,
2025, the implementation of the interim final rule titled Expansion of End-User Controls to Cover
Affiliates of Certain Listed Entities.
On February 20, 2026, the Supreme Court of the United States ruled that the International
Economic Emergency Powers Act (“ IEEPA”) does not authorize the President to impose tariffs. As
a result, the “reciprocal” tariffs and the “fentanyl-related” tariffs imposed by the President pursuant
to IEEPA in March and April 2025 were declared to be unlawful. On February 24, 2026, a 10%
global baseline tariff under Section 122 of the Trade Act of 1974 became effective for a 150-day
period, notwithstanding the U.S. President’s prior announcement of the intent to impose a tariff of
up to 15% for the same duration under the same statutory authority. For a detailed discussion of
tariffs applicable to us and the related risks, see “Risk Factors — Risks Related to Our Business and
Industry — Changes in international trade policies, geopolitics and trade protection measures,
export controls and economic or trade sanctions may affect our business, financial condition and
results of operations.” and “Regulatory Overview — Laws and Regulations Related to Our Business
in the U.S.”
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of the Prospectus, there had been no material
adverse change in our financial, operational or trading position, indebtedness, contingent liabilities
or prospects since December 31, 2025, being the end date of the periods reported on in the
Accountants’ Report set out in Appendix I to this Prospectus, and there had been no event since
December 31, 2025, that would materially affect the information shown in the Accountants’ Report
set out in Appendix I to this Prospectus.
SUMMARY
–1 1–


--- page 21 ---
In this Prospectus, unless the context otherwise requires, the following terms shall have
the meanings set out below. Certain other terms are explained in the section headed
“Glossary of Technical Terms” in this Prospectus.
“2024 Restricted Share
Incentive Plan”
the restricted share incentive plan of our Company approved and
adopted on July 16, 2024, a summary of the principal terms of which is
set forth in the section headed “Statutory and General Information —
Restricted Share Incentive Plans” in Appendix IV to this Prospectus
“2025 Convertible
Bonds”
the convertible bonds issued by our Company of RMB1,104,820,000 at
a par value of RMB100 in 2025, and listed on the ChiNext Market of
the Shenzhen Stock Exchange (bond code: 123257)
“2025 Restricted Share
Incentive Plan”
the restricted share incentive plan of our Company approved and
adopted on August 19, 2025, a summary of the principal terms of which
is set forth in the section headed “Statutory and General Information —
Restricted Share Incentive Plans” in Appendix IV to this Prospectus
“A Share(s)” ordinary share(s) issued by our Company, with a nominal value of
RMB1.00 each, which is/are traded in Renminbi and listed on the
Shenzhen Stock Exchange
“A Shareholder(s)” holder(s) of the A Share(s)
“Accountants’ Report” the accountants’ report prepared by KPMG, details of which are set out
in Appendix I to this Prospectus
“affiliate(s)” with respect to any specified person, any other person, directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person
“AFRC” the Accounting and Financial Reporting Council of Hong Kong
“Articles” or “Articles
of Association”
the articles of association of our Company, as amended, which shall
become effective on the Listing Date, a summary of which is set out in
Appendix III to this Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” or “our Board” the board of Directors
“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
DEFINITIONS
–1 2–


--- page 22 ---
“Capital Market
Intermediaries” or
“capital market
intermediary(ies)” or
“CMI(s)”
the capital market intermediaries participating in the Global Offering
and has the meaning ascribed thereto under the Listing Rules
“CCASS” the Central Clearing and Settlement System established and operated by
HKSCC
“China”, “Chinese
mainland”
or “PRC”
except otherwise noted, the People’s Republic of China, which, for the
purpose of this Prospectus and for geographical reference only,
excludes Hong Kong, the Macao Special Administrative Region of the
People’s Republic of China, and Taiwan Region
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies (Winding
Up and Miscellaneous
Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Chapter 32 of the Laws of Hong Kong) as amended, supplemented or
otherwise modified from time to time
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to time
“Company”, “our
Company”,
or “the Company”
Anker Innovations Technology Co., Ltd. (ʮ̡),
a limited liability company incorporated in the PRC on December 6,
2011 and converted into a joint stock company with limited liability on
June 6, 2016, the A Shares of which have been listed on the ChiNext
Market of the Shenzhen Stock Exchange (stock code: 300866) since
August 24, 2020
“Compliance Adviser” Rainbow Capital (HK) Limited
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected
transaction(s)”
has the meaning ascribed thereto under the Listing Rules
“Controlling
Shareholders”
has the meaning ascribed thereto under the Listing Rules and unless the
context otherwise requires, refers to Mr. Y ang and Ms. He. See the
section headed “Relationship with Our Controlling Shareholders” in
this Prospectus
“Corporate Governance
Code”
the Corporate Governance Code set out in Appendix C1 to the Listing
Rules
“CSRC” the China Securities Regulatory Commission (ࡰ
ึ)
“Director(s)” or “our
Director(s)”
the director(s) of our Company
DEFINITIONS
–1 3–


--- page 23 ---
“dividend payout ratio” dividend payout ratio of 2023 is calculated by final dividend approved
and paid during 2024 divided by profit attributable to equity
shareholders of the Company in 2023; dividend payout ratio of 2024 is
calculated by the sum of interim dividend declared and paid during the
year ended 2024 and final dividend approved and paid during 2025,
divided by profit attributable to equity shareholders of the Company in
2024; and dividend payout ratio of 2025 is calculated by the sum of
interim dividend declared and paid during the year ended 2025 and final
dividend approved and paid during 2026, divided by profit attributable
to equity shareholders of the Company in 2025
“EIT” the PRC enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the People’s Republic of China ( ʕ
), as amended, supplemented or
otherwise modified from time to time
“Exchange Participant” a person (a) who, in accordance with the Rules of the Hong Kong Stock
Exchange, may trade on or through the Hong Kong Stock Exchange;
and (b) whose name is entered in a list, register or roll kept by the Hong
Kong Stock Exchange as a person who may trade on or through the
Hong Kong Stock Exchange
“Extreme Conditions” extreme conditions as announced by the government of Hong Kong in
the case where a super typhoon or other natural disaster of a substantial
scale seriously affects the working public’s ability to resume work or
brings safety concern for a prolonged period
“FINI” “Fast Interface for New Issuance”, the 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 the Listing
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a global market
research and consulting company, which is an Independent Third Party
“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”, “our Group,
“our”, “we” or “us”
our Company and its subsidiaries, or any one of them as the context
may require, and where the context requires, the businesses operated by
our Company and/or its subsidiaries and their predecessors (if any)
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Hong Kong Stock
Exchange effective from January 1, 2024, as amended, supplemented or
otherwise modified from time to time
DEFINITIONS
–1 4–


--- page 24 ---
“H Share(s)” listed ordinary share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, which is/are to be subscribed for and
traded in Hong Kong dollars and to be listed on the Hong Kong Stock
Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“HK$”, “HKD” or
“Hong Kong
dollar(s)”
Hong Kong dollars and cents, respectively, 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 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 Hong
Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI or
any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as in force from time to time
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer
Shares”
the 4,663,300 H Shares offered by us for subscription at the Offer Price
pursuant to the Hong Kong Public Offering (subject to adjustments as
described in the section headed “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 (subject to adjustments as described in the section
headed “Structure of the Global Offering”) at the Offer Price (plus
brokerage, SFC transaction levy, Hong Kong Stock Exchange trading
fee and AFRC transaction levy), on and subject to the terms and
conditions described in the section headed “Structure of the Global
Offering”
“Hong Kong Stock
Exchange” or “Stock
Exchange”
The Stock Exchange of Hong Kong Limited, a wholly owned subsidiary
of Hong Kong Exchange and Clearing Limited
DEFINITIONS
–1 5–


--- page 25 ---
“Hong Kong Takeovers
Code” or “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
“Hong Kong
Underwriters”
the underwriters of the Hong Kong Public Offering listed in the
paragraph headed “Underwriting — Hong Kong Underwriters”
“Hong Kong
Underwriting
Agreement”
the underwriting agreement dated June 22, 2026, relating to the Hong
Kong Public Offering entered into by our Company, China International
Corporation Hong Kong Securities Limited, Goldman Sachs (Asia)
L.L.C., J.P . Morgan Securities (Far East) Limited, J.P . Morgan
Securities (Asia Pacific) Limited and the Hong Kong Underwriters, as
further described in “Underwriting — Underwriting Arrangements —
Hong Kong Public Offering — Hong Kong Underwriting Agreement”
“Independent Third
Party(ies)”
any entity(ies) or person(s) who is not a connected person of our
Company within the meaning of the Listing Rules
“International Offer
Shares”
the 41,969,500 H Shares offered by our Company pursuant to the
International Offering (subject to adjustment as described in the section
headed “Structure of the Global Offering”) together with any additional
H Shares which may be allotted and issued by our Company pursuant
to the exercise of the Offer Size Adjustment Option and/or the
Over-allotment Option
“International Offering” the offering of the International Offer Shares at the Offer Price outside
the United States in offshore transactions in reliance on Regulation S
under the U.S. Securities Act and in the United States to QIBs only in
reliance on Rule 144A or any other available exemption from the
registration requirement under the U.S. Securities Act, in each case on
and subject to the terms and conditions of the International
Underwriting Agreement, as further described in the section headed
“Structure of the Global Offering”
“International Trade
Legal Adviser”
Jacobson Burton Kelley PLLC, our legal adviser as to U.S. sanctions,
U.S. export controls and U.S. customs duties and tariffs
“International
Underwriters”
the group of international underwriters who are expected to enter into
the International Underwriting Agreement to underwrite the
International Offering
“International
Underwriting
Agreement”
the underwriting agreement relating to the International Offering
expected to be entered into on or about June 29, 2026 by, among others,
our Company, the Overall Coordinators and the International
Underwriters, as further described in the section headed “Underwriting
— Underwriting Arrangements — International Offering”
“Joint Bookrunners”
“Joint Global
Coordinators” and
“Joint Lead
Managers”
the joint bookrunners, joint global coordinators and joint lead managers
as named in the section headed “Directors and Parties Involved in the
Global Offering” in this Prospectus
DEFINITIONS
–1 6–


--- page 26 ---
“Joint Sponsors” the joint sponsors as named in the section headed “Directors and Parties
Involved in the Global Offering” in this Prospectus
“Latest Practicable
Date”
June 14, 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 our H Shares on the Main Board
“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Thursday, July 2, 2026, on which
the H Shares are to be listed and on which dealings in the Shares are to
be first permitted to take place on the Hong Kong 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 Hong
Kong Stock Exchange which is independent from and operated in
parallel with the GEM of the Hong Kong Stock Exchange
“MOF” the Ministry of Finance of the PRC (௅)
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
“Mr. Y ang” Mr. Y ang Meng ( ජ഼), our executive Director and chairman of the
Board, and one of our Controlling Shareholders
“Ms. He” Ms. He Li ( ൭ᘆ), one of our Controlling Shareholders
“NDRC” the National Development and Reform Commission of the PRC ( ʕശ
ึ)
“Nomination
Committee”
the nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷Ό਷ɛ͏
ɽึ)
“Offer Price” the final offer price per Offer Share (exclusive of brokerage fee of
1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange
trading fee of 0.00565% and AFRC transaction levy of 0.00015%) at
which the Offer Shares are to be subscribed for and issued pursuant to
the Global Offering as described in the section headed “Structure of the
Global Offering” in this Prospectus
DEFINITIONS
–1 7–


--- page 27 ---
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares, with
any additional H Shares which may be allotted and issued pursuant to
the exercise of the Offer Size Adjustment Option and/or the Over-
allotment Option
“Offer Size Adjustment
Option”
the option under the International Underwriting Agreement, exercisable
by the Company, pursuant to which the Company may issue and allot up
to an aggregate of 6,994,900 additional Shares at the Offer Price, to
cover additional market demand, if any, as described in the section
headed “Structure of the Global Offering — Offer Size Adjustment
Option”
“Over-allotment Option” the option granted by us to the International Underwriters, exercisable
by the Overall Coordinators (on behalf of the International
Underwriters) pursuant to the International Underwriting Agreement, to
require our Company to allot and issue up to an aggregate of 6,994,900
additional H Shares at the Offer Price, representing approximately
15.0% of the Offer Shares initially available under the Global Offering,
assuming the Offer Size Adjustment Option is not exercised at all, or up
to 8,044,100 additional Shares, representing in aggregate
approximately 15.0% of the Offer Shares available under the Global
Offering, assuming the Offer Size Adjustment Option is exercised in
full, to cover, among other things, over-allocations in the International
Offering, if any, exercisable at any time from the date of the
International Underwriting Agreement up to (and including) the date
which is the 30th day from the last day for lodging of applications under
the Hong Kong Public Offering
“Overall Coordinators” the overall coordinators as named in the section headed “Directors and
Parties Involved in the Global Offering” in this Prospectus
“Overseas Listing Trial
Measures”
The Trial Administrative Measures of Overseas Securities Offering and
Listing by Domestic Companies and five supporting guidelines ( ྤʫ
ˏ) issued by
the CSRC on February 17, 2023 and effective on March 31, 2023
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the PRC’s central bank
“PRC Company Law” Company Law of the PRC (جas amended,
supplemented or otherwise modified from time to time
“PRC Data Compliance
Legal Adviser”
Haiwen & Partners, our legal adviser as to PRC data compliance laws
in connection with the Global Offering
“PRC Legal Adviser” Haiwen & Partners, our legal adviser as to PRC laws in connection with
the Global Offering
“Price Determination
Agreement”
the agreement to be entered into by Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) and our
Company on the Price Determination Date to record and fix the Offer
Price
DEFINITIONS
–1 8–


--- page 28 ---
“Price Determination
Date”
the date, expected to be on or before Monday, June 29, 2026 (Hong
Kong time) on which the Offer Price is determined, or such later time
as our Company and the Overall Coordinators (on behalf of the Hong
Kong Underwriters) may agree, but in any event not later than 12:00
noon on Monday, June 29, 2026
“Prospectus” this prospectus being issued in connection with the Hong Kong Public
Offering
“QIB(s)” qualified institutional buyer(s) within the meaning of Rule 144A
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and
Appraisal Committee”
the remuneration and appraisal committee of the Board
“Renminbi” or “RMB” the lawful currency of the PRC
“Restricted Share
Incentive Plan(s)”
the 2024 Restricted Share Incentive Plan and 2025 Restricted Share
Incentive Plan
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ͏΍
̮ි၍ଣ҅)
“SAMR” the State Administration for Market Regulation of the PRC ( ʕശɛ͏
̹ఙ္ຖ၍ଣᐼ҅)
“SA T” the State Taxation Administration of the PRC (೼
ਕᐼ҅)
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities
and Futures
Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified from time to
time
“Share(s)” ordinary share(s) in the capital of our Company with a nominal value
of RMB1.00 each, including both A Shares and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen-Hong Kong
Stock Connect”
a securities trading and clearing links program to be developed by the
Hong Kong Stock Exchange, Shenzhen Stock Exchange, HKSCC and
China Securities Depository and Clearing Corporation Limited ( ʕ਷ᗇ
ப΂ʮ̡) for the establishment of mutual market
access between Hong Kong and Shenzhen
“Shenzhen Stock
Exchange”
the Shenzhen Stock Exchange (ה׸)
DEFINITIONS
–1 9–


--- page 29 ---
“Sponsor-Overall
Coordinators”
the sponsor-overall coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in this
Prospectus
“Stabilizing Manager” China International Capital Corporation Hong Kong Securities Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial
shareholder(s)”
has the meaning ascribed thereto under the Listing Rules
“Track Record Period” the period comprising the three financial years ended December 31,
2023, 2024 and 2025
“treasury share(s)” has the meaning ascribed thereto under the Listing Rules
“UAE” the United Arab Emirates
“UK” the United Kingdom of Great Britain and Northern Ireland
“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(s)”, “US$”
or “USD”
United States dollar(s), the lawful currency of the U.S.
“U.S. persons” U.S. persons as defined in Regulation S
“U.S. Securities Act” United States Securities Act of 1933, 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 A T” value-added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name and submitted online through the designated
website of the White Form eIPO Service Provider at
www.eipo.com.hk
“White Form eIPO
Service Provider”
Computershare Hong Kong Investor Services Limited
“%” per cent
DEFINITIONS
–2 0–


--- page 30 ---
This glossary of technical terms contains explanations of certain technical terms used
in this Prospectus. As such, these terms and their meanings may not correspond to standard
industry meanings or usage of these terms.
“3D MatrixEye™
Obstacle Avoidance”
an advanced three-dimensional vision system for precise obstacle
detection and navigation in robot vacuums
“3D-texture UV Printer” a consumer-grade UV printer capable of full-color 3D texture printing
through an integrated hardware — software workflow
“Active Noise
Cancelling” or
“ANC”
a four-stage algorithm using multiple microphones to analyze ambient
sound and generate precise anti-noise in real time, significantly
reducing noise while preserving natural, high-fidelity audio
“alpha testing” internal pre-release testing conducted by the company’s development
teams to validate core functions, uncover major defects, and ensure
basic product stability before any external user trials
“AR/VR display
devices”
augmented-reality or virtual-reality display systems that project digital
content into real-world environments or immersive virtual
environments through specialised headsets or screens
“auto-framing” an intelligent camera feature that automatically detects subjects and
adjusts the frame to keep them centred during video recording or
conferencing
“balcony photovoltaic
energy storage”
small-scale solar energy systems installed on residential balconies,
consisting of compact solar panels, inverters and sometimes battery
storage
“battery management
system” or “BMS”
a system monitoring and controlling battery performance, safety,
temperature, and charging cycles in energy-storage applications
“Best Experience
Enhancement System”
or “BEES”
a system for optimizing user experiences through iterative testing,
evaluation, and refinement of product features
“Beta testing” a limited external trial in which selected users evaluate a near-final
product to provide practical feedback on performance, usability, and
potential issues prior to commercial launch
“binaural beats” an audio phenomenon produced when two tones of slightly different
frequencies are presented separately to each ear, creating the perception
of a third tone and often used in relaxation or focus applications
“CAGR” a financial metric that represents the average annual growth rate of an
investment, revenue, user base, or other metric over a specified
multi-year period, assuming the value grows at a steady compounded
rate each year
GLOSSARY OF TECHNICAL TERMS
–2 1–


--- page 31 ---
“direct-to-consumer” or
“DTC”
a commercial model in which a company markets and sells products
directly to end consumers without relying on traditional retail
intermediaries
“Dolby Audio” an audio processing technology developed by Dolby Laboratories that
improves sound clarity, spatial detail and playback consistency in
multimedia applications
“dynamic equalization” a technology that balances individual battery cells to preserve capacity
and extend runtime, particularly under frequent or heavy use
“Edge AI Agent” an on-device AI module handling local data processing and self-
learning to improve response speeds and privacy
“energy management
system” or “EMS”
a system optimizing the storage, distribution, and usage of electrical
energy across residential or device-level applications
“energy storage PACK
system”
a structured battery pack integrating cells, thermal management, and
protective circuits for energy-storage applications
“four-stage system” a purification or filtration mechanism consisting of four sequential
treatment steps, typically designed to enhance cleaning, deodorisation
or sanitisation efficiency
“Gallium Nitride” or
“GaN”
a wide-bandgap semiconductor material originally used in aerospace
applications, now enabling smaller, higher-efficiency consumer
chargers
“high-fidelity codecs” digital audio encoding and decoding formats designed to preserve audio
quality by efficiently compressing and reproducing sound with minimal
distortion or data loss
“Hi-Res Audio” refers to audio recordings and playback systems that reproduce sound
at a quality significantly higher than that of standard CDs or
compressed digital audio formats, aiming to deliver the closest possible
representation of the original studio recording
“independent mobile
charging brand”
a non-mobile-phone brand, unaffiliated with mobile phone
manufacturers, that designs and produces mobile charging products
“Internet of Things” or
“IoT”
a network of interconnected devices capable of communication and data
exchange, enabling integrated smart home and wearable applications
“interoperability” the ability of different devices, systems or software platforms to
exchange information and operate together seamlessly
“IPX4 water resistance” a water-resistance rating indicating that a device can withstand
splashing water from any direction under standardised testing
conditions
GLOSSARY OF TECHNICAL TERMS
–2 2–


--- page 32 ---
“Joint Maker Lab” or
“JML”
an internal research and testing framework used to evaluate user
profiles, product concepts, competitiveness and user-experience
feedback
“MFi program” Apple Inc.’s licensing programme that certifies third-party accessories
for compatibility with Apple devices and associated communication
protocols
“multi-port charging
technology”
charging designs enabling simultaneous charging of multiple electronic
devices, enhancing efficiency across portable and travel scenarios
“obstacle recognition” vision-based dual-camera technology enabling robot vacuums to
identify and avoid obstacles for improved navigation
“on-device AI” Artificial intelligence algorithms processed locally on the device,
enabling real-time event detection without cloud computation
“pass-through charging” a feature allowing a device to be charged while it simultaneously
delivers power to other connected devices
“photovoltaic inverters” inverters used across photovoltaic systems to convert solar-generated
DC electricity into AC electricity for household or grid consumption
“portable power
storage”
small power storage devices equipped with built-in batteries, featuring
high capacity, high power output, safety and portability, used mainly for
outdoor activities and emergency scenarios
“power conversion
system” or “PCS”
a system handling bidirectional conversion between AC and DC
electricity in energy-storage systems
“Qi-certified devices” devices that comply with the Qi wireless charging standard established
by the Wireless Power Consortium, ensuring interoperability and safety
in wireless power transfer
“recreational vehicle” or
“RV”
a self-contained vehicle or trailer designed for travel, leisure, and
temporary accommodation and often require specialized mobile
charging, power storage, or off-grid energy solutions
“residential energy
storage”
home-based power storage systems, capable of charging during off-
peak hours and supplying electricity during peak periods or outages
“self-cleaning roller
technology”
a mechanism that performs real-time cleaning of the roller brush in
robot vacuums to maintain performance and hygiene
“semi-solid-state
technology”
a battery technology that uses semi-solid electrolytes, combining
features of liquid and solid-state systems to improve safety, thermal
stability and energy density
“situational awareness” the ability of a device or system to perceive environmental inputs —
such as motion, sound or visual cues — and respond accordingly to
support safe or efficient operations
GLOSSARY OF TECHNICAL TERMS
–2 3–


--- page 33 ---
“smart stair-climbing
carrier for robot
vacuum”
generally speaking, “smart” refers to the device’s ability to
independently perceive its environment, make decisions, and perform
tasks without external assistance. In particular for our stair-climbing
carrier for robot vacuum, “smart” means that the device can complete
tasks such as climbing stairs on its own, without the support of a robot
vacuum, demonstrating independent operation and control capabilities
“snore-masking system” an audio or algorithmic system designed to reduce or mask snoring
noise through sound processing or noise-masking techniques
“triple-composite
diaphragm drivers”
audio drivers constructed using three different layered materials to
improve rigidity, responsiveness and sound fidelity across frequency
ranges
“ultra-low power
consumption”
power-saving system enabling smart security devices to operate on a
single battery charge for up to one year
“uninterruptible power
supply” or “UPS”
a device that provides emergency backup power and protects electronic
equipment from power interruptions, voltage fluctuations, and surges
GLOSSARY OF TECHNICAL TERMS
–2 4–


--- page 34 ---
This Prospectus contains forward-looking statements and information relating to us and our
subsidiary that are based on the intentions, beliefs, expectations or predictions of our management
as well as assumptions made by and information currently available to our management. When used
in this Prospectus, the words “aim,” “anticipate,” “believe,” “could,” “expect,” “going forward,”
“intend,” “may,” “ought to,” “plan,” “project,” “seek,” “should,” “will,” “would,” “vision,”
“aspire,” “target,” “schedules,” and the negative of these words and other similar expressions, as
they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management 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 the risk factors as described
in this Prospectus, some of which are beyond our control and may cause our actual results,
performance or achievements, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Y ou are
strongly cautioned that reliance on any forward-looking statements involves known and unknown
risks and uncertainties.
The risks and uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, forward-looking statements include, but are not limited to, factors
relating to our operations and business prospects; our ability to maintain relationships with major
customers and suppliers and developments affecting them; future trends and conditions in the
industries and markets in which we operate or plan to operate; and general economic, political and
business conditions in such markets. They also include changes in the regulatory environment; our
ability to maintain our market position; competitive developments; our ability to control costs and
optimize pricing; the performance of third parties under contractual arrangements; and our ability
to retain senior management and key personnel and recruit qualified staff. In addition, risks relate
to the execution of our business strategies and expansion plans, protection of our intellectual
property and confidential information, effectiveness of our quality control systems, fluctuations in
interest rates, foreign exchange rates, equity prices, trading volumes, commodity prices and overall
market trends, capital market developments, and other risks and uncertainties described in the
section headed “Risk Factors” in this Prospectus.
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results may
vary materially from those estimated, anticipated or projected, as well as from historical results.
Specifically but without limitation, sales could decrease, costs could increase, capital costs could
increase, capital investment could be delayed and anticipated improvements in performance might
not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any and
undertake no obligation to update or otherwise revise the forward-looking statements in this
Prospectus, whether as a result of new information, future events or otherwise. As a result of these
and other risks, uncertainties and assumptions, the forward-looking events and circumstances
discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should
not place undue reliance on any forward-looking information. All forward-looking statements in
this Prospectus are qualified by reference to the cautionary statements in this section as well as the
risks and uncertainties discussed in the section headed “Risk Factors” in this Prospectus.
In this Prospectus, statements of or references to our intentions or those of our Directors are
made as of the date of this Prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–2 5–


--- page 35 ---
An investment in our H Shares involves various risks, some of which could be
significant. You should carefully consider all of the information in this Prospectus, including
the risks and uncertainties described in this “Risk Factors” section, before making an
investment in our H Shares. The following is a description of what we consider to be our
material risks. Any of the following risks could have a material and adverse effect on our
business, financial condition and results of operations. In any such case, the market price of
our H Shares could decline, and you may lose all or part of your investment. These factors
are contingencies that may or may not occur , and we are not in a position to express a view
on the likelihood of any such contingency occurring. The information given is as of the Latest
Practicable Date unless otherwise stated, will not be updated after the date hereof, and is
subject to the cautionary statements in the section titled “Forward-Looking Statements” of
this Prospectus.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
The success of our business depends on continuous innovation and responsiveness to evolving
market and technological trends
Our success depends on our ability to timely develop and launch innovative products that
align with evolving consumer preferences, industry trends and technological standards. The smart
devices markets in which we operate are highly competitive and characterized by rapid
technological advancements and shifting demand. If we misjudge market trends, fail to anticipate
changes in consumer preferences, or are unable to introduce new products with features,
performance levels and/or pricing acceptable to customers, our competitiveness and market position
may be adversely affected.
Our significant investments in research and development are critical to sustainable growth. In
2023, 2024 and 2025, our R&D expenses were RMB1,413.9 million, RMB2,108.4 million, and
RMB2,892.8 million, respectively. There is no assurance that our R&D efforts will result in
commercially successful products within expected timeframes or budgets, however. Product
development cycles may be prolonged, R&D projects may fail to achieve anticipated outcomes, and
new products may not gain market acceptance. In addition, investments in general technology
infrastructure and emerging business areas, such as smart home, may not generate immediate
returns and could involve substantial sunk costs. Newly introduced products may also fail to meet
expected sales and profitability targets.
Furthermore, our ability to compete effectively depends on factors including brand reputation,
product quality, portfolio diversification, pricing, marketing effectiveness and customer acquisition
and retention capabilities. Existing or potential competitors may develop similar or superior
products, adopt new technologies more rapidly, or offer more competitive pricing. If we fail to keep
pace with technological evolution, adapt to emerging industry standards, or compete effectively, we
may experience loss of market share, reduced profitability and adverse impacts on our business,
financial condition and results of operations.
Our products may experience quality problems that can result in harm to our reputation.
Significant return or exchange, product-related liability and product recall costs could also
adversely affect our business and financial performance.
Product quality is critical to our success. Latent defects or failures in design, manufacturing
or components may create safety hazards or operational issues, potentially resulting in product
liability or warranty claims, regulatory penalties, product recalls or market withdrawals. We may
also be required to compensate customers for repair, replacement or indemnification costs, and our
insurance coverage may be insufficient or inapplicable. Any failure to promptly and effectively
address such issues could harm customer relationships and brand reputation, reduce market
acceptance of our products, and materially and adversely affect our business, financial condition
and results of operations.
RISK FACTORS
–2 6–


--- page 36 ---
Furthermore, if any products sold by us are alleged or perceived to have quality or safety
issues or defective, we may need to recall such products from the market, resulting in reduced
revenue and/or increased costs or expenses. Product recalls are not uncommon in the smart devices
industry. We had in the past experienced voluntary recalls in several countries. During the Track
Record Period, we conducted several voluntary product recalls which we believe will not have a
material adverse impact on our operations or financial performance. We voluntarily initiated
product recalls in June and October 2025 upon issues were identified with the battery cell models
used in certain production batches. We cannot guarantee that product recalls will not occur. We have
been involved in litigations concerning our product recalls and may face product liability claims
arising from product recalls. We cannot assure you that we will not face similar product liability
claims in the future. Any product recalls, claims or legal proceedings against us, regardless of merit,
can strain our financial resources, hurt our reputation, divert significant management time and
attention and subject us to investigations and penalties from regulatory authorities. Should any
product liability claims be upheld, we may incur liabilities, and our reputation may be severely
damaged, which could make it difficult for us to sell our products to existing and prospective
customers. We may also face disruptions in our product manufacturing and supply chain resulting
from temporary halt of production, quality inspection or change of suppliers due to product recalls.
Any of the foregoing circumstances could materially and adversely affect our business, results of
operations and financial condition.
We generate a significant portion of our revenue from third-party e-commerce platforms.
Disruptions of our relationships with third-party e-commerce platforms, changes in, or
interpretation of, policies of such third-party e-commerce platforms or unfavorable changes
in our arrangements with them, could have a material adverse effect on our business, financial
condition and results of operations.
During the Track Record Period, we sold our products through third-party e-commerce
platforms to consumers. We have established a strong presence on global leading third-party
e-commerce platforms, including but not limited to Amazon, Rakuten, JD.com and Shopee, where
data-driven, refined management enables us to efficiently convert traffic to sales volume. The
revenue generated from third-party e-commerce platforms amounted to RMB11,063.4 million,
RMB15,096.6 million, and RMB18,292.4 million in 2023, 2024, and 2025, respectively,
representing 63.2%, 61.1%, and 60.0% of our revenue, respectively. In particular, revenue
generated from Amazon amounted to RMB9,996.3 million, RMB13,417.7 million and
RMB15,955.4 million in 2023, 2024, and 2025, accounting for 57.1%, 54.3% and 52.3% of our
revenue in each year during the Track Record Period. We expect that sales through such third-party
e-commerce platforms will continue to contribute to our total revenue in the foreseeable future. As
such, our profitability and business performance rely on, among other things, the continued stable
cooperation between third-party e-commerce platforms and us.
We have entered into standard agreements with third-party e-commerce platforms. We cannot
guarantee that we will be able to maintain and renew our agreements on favorable terms, or at all.
In the case that third-party e-commerce platforms amend the terms of agreements or render such
terms unfavorable to us, our business performance, results of operations and profitability may be
adversely affected. In addition, if stricter laws and regulations or other regulatory requirements on
e-commerce activities are established and impose additional compliance obligations on us, we may
incur significant compliance costs.
Furthermore, our sales of products depend on the proper operation of third-party e-commerce
platforms. However, we do not have control over such third-party e-commerce platforms, and they
may be vulnerable to damage or interruptions such as power failure, computer viruses, acts of
hacking, vandalism and similar events. Any material interruption or damage to the third-party
e-commerce platforms may have an adverse effect on our business, financial condition and results
of operations.
RISK FACTORS
–2 7–


--- page 37 ---
We are subject to risks associated with our global presence and will continue to be subject to
such risks as we continue to expand our business overseas. Changes to the global economic
environment as well as trade relationships could negatively impact our operating results and
result in fluctuations to the demand for our products.
We operate our business in the PRC and overseas, including multiple markets in North
America, Europe, and other regions. We may enter into new geographic markets where we have
limited or no experience in marketing, selling, localizing, and deploying our products. International
expansion has required and will continue to require us to invest other resources and our efforts may
not be successful. During the Track Record Period, overseas revenues amounted to RMB16,869.2
million, RMB23,825.1 million and RMB29,482.8 million, representing 96.4%, 96.4% and 96.6% of
our total revenue, respectively. With our global presence, we may be subject to various risks,
including challenges in managing overseas sales channels and support networks, recruiting local
talent, and commercializing products in new markets where we have limited experience or
infrastructure. We may face revenue fluctuations due to unfavorable market conditions, intensified
competition, pricing pressures and other risks inherent in international operations. In addition, we
are subject to diverse regulatory regimes, licensing requirements and government policies, as well
as differences in accounting standards, tax regimes and foreign exchange controls that may
adversely affect our financial results or restrict the repatriation of earnings. Our operations may also
be impacted by political and economic instability, changes in laws and regulations, civil unrest, and
difficulties in enforcing contractual or legal rights in certain jurisdictions.
Our operating results are also affected by the broader global economic conditions. Some of
our business units can be affected by the economic and market conditions in each of the geographic
areas in which we operate. The global economic conditions vary by geographic regions and can
involve substantial volatility. There is no assurance as to how the trade tensions may evolve or
whether there will be any changes to the scope and extent of goods that are or will be subject to
such export controls, sanctions, tariffs, or new trade policies. On October 28, 2024, the U.S.
Department of the Treasury issued a final rule on outbound investment, or the Final Rule, to
implement the executive order of August 9, 2023. The Final Rule became effective on January 2,
2025. The Final Rule imposes investment prohibition and notification requirements on U.S. persons
for certain investments in entities associated with China (including Hong Kong and Macau) that are
engaged in certain activities, collectively defined as “Covered Foreign Persons.” U.S. persons
subject to the Final Rule are in some instances prohibited altogether from making, and in other
instances required to report, certain investments in Covered Foreign Persons, which are defined as
“Covered Transactions.” Notably, President Trump issued the America Investment Policy
Memorandum on February 21, 2025, which proposes to further expand the set of technologies of
concern. We believe we are not a “Covered Foreign Person” as defined in the Final Rule. However,
if we were in the future deemed to be a Covered Foreign Person due to changes in our business
operations or amendments to relevant laws and regulations or the interpretation thereof, our ability
to raise capital from U.S. persons could be significantly and negatively affected. We cannot predict
the implications of the ongoing trade tensions and the resulting impact on our industry and the
global economy. In addition, any economic downturn, decrease in economic growth rates and other
uncertain economic outlook in the market that we operate in could also affect our business, financial
condition and results of operations.
In addition, given our global presence, we are required to comply with customs regulations in
the jurisdictions where we import or export products, including accurate customs declarations.
These declarations can be complex and subject to differing interpretations by customs authorities.
Any misclassification or incorrect declaration may result in additional or retrospective duties,
administrative penalties, or delays in the release of goods. For instance, in the ordinary course of
business and with support from our professional advisers, we have previously successfully
challenged adverse determinations made by U.S. Customs and Border Protection. Due to the
complexity of such regime, the processes can require substantial cost and management effort and
resources. If customs authorities determine that our past or future customs declarations were
inaccurate, we may be required to pay additional duties or fines, face shipment delays or
disruptions, or risk suspension of import or export privileges. Such events could increase our costs,
disrupt our supply chain, and adversely affect our business, financial condition, and results of
operations.
RISK FACTORS
–2 8–


--- page 38 ---
Accordingly, any failure to effectively manage the risks inherent in our international
operations, including evolving regulatory, geopolitical, economic and market conditions, may
impair our overseas expansion and profitability. Deterioration in political or trade relationships,
trade restrictions, foreign exchange volatility, tax changes, legal compliance challenges or local
market instability in the jurisdictions where we operate could increase our costs, reduce demand for
our products, disrupt business partnerships and materially and adversely affect our business,
financial condition, results of operations and prospects.
We participate in highly competitive markets and we may not be able to compete successfully.
The smart devices industry is highly competitive, and increased competition from existing or
new entrants may adversely affect our business, results of operations and financial condition. We
compete with well-established companies that may have greater technical, marketing and
distribution resources, stronger supplier relationships and broader brand recognition. Competitors
may introduce superior products, adopt aggressive pricing strategies or increase marketing efforts,
potentially rendering our offerings less competitive. If we fail to respond effectively and in a timely
manner, we may lose market share, experience reduced growth and suffer material adverse effects
on our business and prospects.
Changes in international trade policies, geopolitics and trade protection measures, export
controls and economic or trade sanctions may affect our business, financial condition and
results of operations.
Our business operations and financial performance can be influenced by various factors
related to international trade policies, geopolitics, trade protection measures, export controls, and
economic or trade sanctions. For example, starting in February 2025, the President of the United
States declared a national emergency under the International Economic Emergency Powers Act
(“IEEPA”) to prevent the export of fentanyl and related precursor chemicals to the U.S. (the
so-called “fentanyl-related” tariffs.”) As a result, the President announced the imposition of a 10%
tariff on Chinese origin imports. The President later raised the fentanyl-related tariffs on Chinese
products from 10% to 20%. On April 2, 2025, the U.S. President announced another national
emergency pursuant to IEEPA due to “persistent annual U.S. goods trade deficits.” As a result, a
10% so-called “reciprocal” baseline tariff was imposed on imports from all countries. Subsequently,
a country specific tariff, ranging from 11% to 50%, including an additional 34% tariff on imports
of Chinese origin products was imposed. The China-specific tariff rate was increased on April 9,
2025 to 84%.
Other countries, including China, announced retaliatory actions or plans for retaliatory actions
due to the U.S. tariff actions. On April 9, 2025, the United States implemented a 90-day pause on
the varying reciprocal tariffs (except for those on Chinese goods, which were temporarily increased
to 125% on April 10, 2025), leaving the 10% baseline tariff in place. On May 12, 2025, China and
the United States jointly announced a 90-day suspension of certain of their trade restrictions, such
that the United States would reduce its reciprocal tariffs from 125% to 10% (resulting in a 30%
baseline duty on most Chinese imports during this period), while China reduced its tariff rate to
10% on U.S. imports. On August 12, 2025, the US-China tariff truce was extended for another 90
days until November 10, 2025. On October 10, 2025, the U.S. announced its intent to impose an
additional 100% tariff on products of Chinese origin, effective from November 1, 2025. On October
20, 2025, the U.S. President threatened that the United States may impose additional tariffs of up
to 155% on goods imported from China starting November 1, 2025, if no trade agreement is reached
between the two countries before November 1, 2025. Against this backdrop, China has, in addition
to the retaliatory tariffs noted above, also implemented, and may further implement
countermeasures. On November 1, 2025, the two countries reached an agreement to de-escalate
trade tensions, averting the implementation of the proposed tariff and extending the existing trade
truce for approximately one year.
RISK FACTORS
–2 9–


--- page 39 ---
On February 20, 2026, the Supreme Court of the United States ruled that the IEEPA does not
authorize the President to impose tariffs. As a result, the reciprocal tariffs and the “fentanyl-related”
tariffs imposed pursuant to IEEPA were declared to be unlawful. On February 24, 2026, a 10%
global baseline tariff under Section 122 of the Trade Act of 1974 became effective for a 150-day
period, notwithstanding the U.S. President’s prior announcement of the intent to impose a tariff of
up to 15% for the same duration under the same statutory authority. Additionally, the United States
continues to assess the tariff rates it will impose on other countries, which might directly or
indirectly impact our business or financial performance. As relevant policies are rapidly evolving,
it may be difficult to evaluate their potential future impacts and our interpretation of tariff policies
may not be accurate. It is unknown whether new tariffs will be imposed by the U.S. or other
governments, or whether new laws and regulations will be enacted. However, if tariffs that are
applicable to our products were further increased, it may adversely affect our sales to overseas
customers. In 2023 and 2024, the amount of tariff paid by us in respect of exports to the United
States in each year represented less than 1.5% of our total revenue in each year, and in 2025, the
amount of tariff paid by us in respect of exports to the United States represented 3.4% of our total
revenue in 2025. Geopolitical and trade conflicts like this may also lead to volatility in financial
markets, fluctuations in currency exchange rates and increased procurement costs. In extreme cases,
such conflicts could result in economic downturns that adversely impact our operations. If any new
tariffs, legislation and/or regulations are implemented, or if existing trade agreements are
renegotiated or, in particular, if any government takes retaliatory trade actions due to recent global
trade tensions, such changes could have an adverse effect on our business, financial condition and
results of operations.
Likewise, potential national security and foreign policy concerns may prompt governments to
impose trade or other restrictions, which could make it more difficult to sell our products in, or
restrict our access to, certain markets, or affect our supply chain. In this regard, various trade,
export controls, and economic sanctions laws and regulations may affect our businesses.
These factors are subject to frequent changes and uncertainties, often driven by political,
economic and social dynamics beyond our control. Such changes and uncertainties can have an
impact on trade agreements, tariffs, customs duties, and other aspects of international trade, and
could lead to actions, investigations or challenges raised by relevant regulatory authorities,
resulting in increased operational costs and affecting our market access. Additionally, alterations in
trade protection measures, such as the imposition of anti-dumping duties, countervailing duties, or
safeguard measures, may lead to higher costs or restrictions on our exports. Moreover, export
controls and economic or trade sanctions can impose limitations on our ability to export products
or conduct business in specific markets. Non-compliance with these controls and sanctions can
result in legal penalties, reputational harm, and the loss of export privileges.
We may incur substantial warranty-related expenses, and our provisions for future potential
warranty claims may be insufficient.
We provide warranty for our products and the terms of our warranty policies vary based on
the type of products and the market where such products are sold, in compliance with local laws
and regulations. We provide provisions for these potential warranty expenses based on a certain
percentage of sales revenue during the period. As we continue to upgrade our products design and
introduce new products, there is no assurance that future warranty claims will be consistent with
history, and in the event that we experience a significant increase in warranty claims, there is no
assurance that our provision will be sufficient, which may have a material adverse effect on our
business, financial condition and results of operations. During the Track Record Period, the
provision made for warranties represented 6.9% of the total revenue.
Any unforeseen or prolonged disruption to our warehousing network could adversely affect
our business operations.
We operate overseas warehousing facilities for our global operations. See “Business —
Logistics and Warehousing — Warehousing.” Any unforeseen and prolonged disruption in utilities
supply or access to our warehouses, such as due to fire, earthquake or other incidents, and our
inability to promptly restore or relocate operations, could interrupt our business. Significant
RISK FACTORS
–3 0–


--- page 40 ---
incidents may result in inventory losses, restoration or relocation costs, regulatory penalties, or
third-party compensation claims, which may not be fully covered by insurance and could adversely
affect our business, financial condition and results of operations.
In addition, certain warehouses are leased, exposing us to risks of rising rental costs, more
stringent lease terms or failure to renew leases on commercially reasonable terms. Any required
relocation may disrupt operations and involve significant costs and capital expenditures, and we
may not be able to secure suitable alternative premises in a timely manner, which could adversely
affect our financial condition and operating results.
We depend on third-party manufacturing partners to produce our products. Any failure by
these manufacturing partners to maintain consistent high-quality standards, disruptions in
material supply or production timelines, fluctuations in raw materials and labor costs, or
unfavorable renewal terms or non-renewal with our manufacturing partners, our business,
financial condition and results of operations could be materially and adversely affected.
We depend on third-party manufacturing partners to produce our products. As of the Latest
Practicable Date, our top 20 manufacturing partners are responsible for approximately 80% of the
manufacturing and assembly tasks and they are primarily located in the PRC and Southeast Asia.
These partners mainly operate as OEMs for assembling our products. Our reliance on manufacturing
partners exposes us to operational risks, including insufficient production capacity, quality control
issues, delays and potential product recalls. Although past voluntary recalls did not materially affect
our results, future recalls arising from component defects, manufacturing flaws or non-compliance
with specifications could result in significant costs, regulatory exposure, reputational damage and
loss of customer trust. Failure to effectively oversee our manufacturing partners’ quality control
could materially and adversely affect our business, financial condition and results of operations.
Our manufacturing partners may also face disruptions beyond their control, such as equipment
failures, labor shortages, raw material constraints, cost increases, regulatory violations or natural
disasters. We had not experienced any disruption of operations caused by labor strikes or fluctuation
in prices of key raw materials during the Track Record Period and up to the Latest Practicable Date.
If we are unable to promptly replace affected partners, we may incur additional costs or delays. In
addition, fluctuations in the prices of raw materials and labor costs may increase our procurement
expenses and affect our cost structure. We cannot assure you that we will be able to renew
agreements with manufacturing partners on favorable terms or identify qualified alternatives in a
timely manner, which could adversely affect our business and financial performance. For details,
see “Business — Supply Chain Management.”
We are subject to associated risks relating to the Third-Party Payment Arrangements.
During the Track Record Period, we accepted payments made by third parties to settle the
amounts that certain customers owed to us in connection with their purchases of our products (the
“Third-Party Payment Arrangements ”). In 2023, 2024 and 2025, our risk exposure to the
Third-Party Payment Arrangements, represented by the aggregate amounts settled through such
Third-Party Payment Arrangements were RMB128.8 million, RMB199.1 million and RMB144.4
million, respectively, representing 0.7%, 0.8% and 0.5% of our total revenue for the corresponding
periods, respectively. The number of distributors and end customers who settled payments through
third-party channels was 13 in 2023, 18 in 2024 and 20 in 2025. See “Business — Third-party
Payment Arrangement” for more details.
We are subject to various risks relating to such Third-Party Payment Arrangements during the
Track Record Period, including possible claims from third-party payers for return of funds as some
of them were not contractually indebted to us, and possible claims from liquidators of third-party
payers. In the event of any claims from third-party payers or their liquidators, or legal proceedings
instituted or brought against us in respect of the historical Third-Party Payment Arrangements, we
may have to spend significant financial and managerial resources to defend against such claims and
RISK FACTORS
–3 1–


--- page 41 ---
legal proceedings, and our financial condition and results of operations may, as a result, be
adversely affected. During the Track Record Period and up to the Latest Practicable Date, we did
not receive any claims arising from third-party payors.
Our transfer pricing arrangements may be subject to scrutiny by the relevant tax authorities
in the countries and regions where we operate.
Under the laws and regulations in the countries and regions where we operate, arrangements
and transactions among intergroup companies may be subject to audit or challenge by the relevant
tax authorities. During the Track Record Period, we carried out our operations mainly in North
America, Europe and Chinese mainland. We follow the fundamental principle that intercompany
transactions must be conducted on an arm’s length basis, and we have engaged a transfer pricing
adviser to review the intercompany transactions. Our transfer pricing adviser reviewed the
intercompany transactions and was of the view that the transaction arrangements aligned with the
arm’s length principle during the Track Record Period. Nevertheless, we could face material and
adverse tax consequences if the relevant tax authorities determine that certain intercompany
transactions of ours do not represent arm’s length negotiations and consequently adjust any of those
entities’ income in the form of a transfer pricing adjustment. For detailed discussion on the transfer
pricing arrangements, see “Business — Transfer Pricing Arrangements.” A transfer pricing
adjustment could, among other things, increase our tax liabilities. If we fail to rectify such incident
within the limited timeframe required by the relevant tax authorities, the relevant tax authorities
may impose late payment interest or surcharge and other penalties on us for any unpaid taxes. Our
business, financial condition and results of operations may therefore be adversely affected.
We are subject to evolving and changing laws and regulations of cybersecurity, data security
and personal information protection. Any failure or perceived failure to comply with such laws
and regulations could materially and adversely affect our business, financial condition,
reputation and results of operations.
We collect and store business and transaction data generated during or related to our
operations, including records of interactions and transactions with customers, suppliers, and
business partners. The secure storage and maintenance of such data are critically important. We
process this data in compliance with applicable legal requirements to ensure its security. See
“Business — Data Privacy and Information Technology Systems” for more information. The laws
and regulations regarding privacy and data protection across different jurisdictions where we
operate are generally complex and still evolving and changing. As such, we cannot assure you that
our privacy and data protection measures will be always considered sufficient under applicable laws
and regulations. If we are unable to comply with the then-applicable laws and regulations, or to
address any privacy and data protection concerns, such actual or alleged failure could damage our
reputation, deter current and potential customers from using our solutions and could subject us to
adverse legal, financial and operational consequences.
In recent years, cybersecurity, data security and personal information protection has become
an increasing regulatory focus of government authorities across the world. The PRC government has
enacted a series of laws, regulations and governmental policies for the protection of cybersecurity,
data security and personal information protection in the past few years. See “Regulatory Overview
— Laws and Regulations Relating to Network Security and Data Security, E-commerce,
Advertising.” The regulatory developments relevant to cybersecurity, data security and personal
information protection could generally impact the data collection, use, storage and other data
processing activities conducted by the enterprises in technology industry, including us.
On December 28, 2021, the CAC, the NDRC, the MIIT, and several other administrations
jointly promulgated the Measures for Cybersecurity Review (, the
“Cybersecurity Review Measures ”), effective on February 15, 2022, which provides that entities
meeting certain standards shall be subject to a cybersecurity review. See “Regulatory Overview —
Laws and Regulations Relating to Network Security and Data Security, E-commerce, Advertising”
for more information.
RISK FACTORS
–3 2–


--- page 42 ---
On October 31, 2025, we and our PRC Data Compliance Legal Adviser conducted a
consultation through telephone on a namely basis with the China Cybersecurity Review,
Certification and Market Regulation Big Data Center (Ⴉᗇձ̹ఙ္၍ɽᅰኽʕ
ː) (the “ CCRC ”), which is delegated by the CAC to accept applications for cybersecurity review
and therefore the competent organization for such consultation. During the consultation, the staff
of CCRC confirmed that a listing in Hong Kong does not fall within the scope of the term of “listing
abroad ( ਷̮ɪ̹)” under the Measures for Cybersecurity Review. Given that (i) CCRC has
confirmed that listing in Hong Kong does not constitute a listing abroad; (ii) as of the Latest
Practicable Date, we have not received any official notification from relevant regulatory authorities
designating our network facilities and information systems as Critical Information Infrastructure
(“CII”), and therefore we are not deemed as a CII operator; and (iii) as of the Latest Practicable
Date, we had not received any notice that we are required to conduct a cybersecurity review or our
data processing activity affects or may affect national security, therefore, our PRC Data Compliance
Legal Adviser is of the view that as of the Latest Practicable Date, we were not required to file
cybersecurity review under the Measures for Cybersecurity Review for our proposed Listing.
Although we are not obliged to apply for a cybersecurity review pursuant to the CAC
Measures with respect to our proposed Listing, since the interpretation and implementation of these
laws and regulations with respect to the cybersecurity review keep evolving, therefore, we cannot
assure you that there will not be any additional regulatory requirements regarding the cybersecurity
review relating to the new laws and regulations.
Further, the Measures on Security Assessment of Cross-border Data Transfer ( ᅰኽ̈ྤτ
), promulgated on July 7, 2022 and effective since September 1, 2022, the Provisions
on Promoting and Regulating Cross-border Data Flows (),
promulgated and effective on March 22, 2024, have provided that the transfer of personal
information and important data by data handler meeting certain volume thresholds or other
standards as provided therein shall apply for security assessment, file with a standard contract for
cross-border data transfer or obtain a personal information protection certification. As our business
continues to grow, there may be circumstances where we engage in such cross-border data transfers.
In such case, in order to satisfy the legal and regulatory requirements, we may need to comply with
the foregoing requirements as well as any other limitations under PRC laws then applicable.
Complying with these laws and requirements could cause us to incur substantial expenses or require
us to alter or change our practices in ways that could harm our business.
In addition, we may not be able to comprehensively assess the scope and extent of our
compliance of data privacy and security laws, regulations and standards at a global level. We may
be subject to federal and state regulations in the United States and Europe, including Biometric
Information Privacy Act and General Data Protection Regulation (EU) 2016/679. Our data
processing activities may also be subject to evolving federal and state privacy laws, which impose
additional obligations regarding data access, deletion, opt-out mechanisms, and restrictions on
cross-border sharing. Any change in such regulatory regimes, or our failure to comply, could
materially and adversely affect our business, financial condition, and results of operations.
We expect that there will continue to be new proposed laws and regulations concerning
cybersecurity, data security and personal information protection, and we cannot yet determine the
impact such future laws, regulations and standards may have on our business. If we cannot meet
relevant requirements under the evolving applicable laws or regulations relating to cybersecurity,
data security and personal information protection, or any compromise of security that results in
unauthorized access, use or leakage of our customers’ personal information, we could face damage
in our reputation or other negative consequences, such as investigations, fines, or suspension of our
business, any of which could materially and adversely affect our business, financial condition and
results of operations. In addition, complying with various laws and regulations on cybersecurity,
data security and personal information protection could cause us to incur additional costs or require
us to change our business practices, including our data practices, which may significantly distract
our management’s attention and adversely affect our business.
RISK FACTORS
–3 3–


--- page 43 ---
We may not be able to effectively manage and develop our distribution network, or efficiently
sustain our business relationships with our distributors, which could adversely affect our
brand, business, results of operations, and future financial performance.
We primarily rely on online channels to reach our end customers directly. Additionally, we
collaborate with distributor partners to extend our customer reach in certain jurisdictions.
Maintaining an effective distribution network enables the stable delivery of our products to
customers, and our distributors play an important role in expanding our geographic footprint and
driving sales of our products. For the years ended December 31, 2023 and 2024 and 2025, our total
sales to offline distributors amounted to RMB3,077.0 million, RMB4,261.4 million and
RMB5,731.7 million, respectively, accounting for 17.6%, 17.2% and 18.8%, respectively, of our
revenue for the corresponding periods. Failure to maintain our business relationships with existing
distributors, to establish relationships with new distributors, and to manage and expand our
distributors’ distribution coverage could adversely affect our distribution network and hence our
business, as well as our brands, business, results of operations, financial performance and prospects.
Our ability to expand our distribution coverage is also affected by changes in the relevant regulatory
requirements, competitive landscape, and customer preferences and spending habits. Failure to
effectively respond to such changes may result in an adverse effect on our business and prospects.
Additionally, some of our distributors may engage sub-distributors to further distribute our
products. We do not enter into direct agreements with these sub-distributors, nor do we maintain a
direct relationship with them. Any misconduct by a sub-distributor, such as violations of local laws,
misleading promotional activities, or poor customer service, could harm our brand reputation, lead
to customer dissatisfaction, and potentially result in legal or regulatory liabilities.
We may be involved in legal or other proceedings arising out of our business operations, from
time to time, and may face reputational risks and significant liabilities as a result.
We may from time to time be subject to various litigation, legal or contractual disputes, claims
or administrative proceedings in the ordinary course of our business, including, but not limited to,
various disputes with or claims from our suppliers, customers, business partners, employees and
other third parties. Ongoing or threatened litigation, legal or contractual disputes, claims or
administrative proceedings may divert our management’s attention and other resources. For details,
please see “Business — Legal Proceedings and Compliance” Furthermore, any litigation, legal or
contractual disputes, claims or administrative proceedings which are initially not of material
importance may escalate and become important to us, due to a variety of factors such as the subject
matter of the disputes, the likelihood of loss, the monetary amount at stake and the parties involved.
If any adverse verdict, judgment or award is rendered against us or if we settle with any third
parties, we may be required to pay significant monetary damages or assume other liabilities. In view
of our ongoing litigations, our ending balance of provision for outstanding litigation was RMB198.5
million as of December 31, 2025. In addition, negative publicity arising from litigation, legal or
contractual disputes, claims or administrative proceedings may damage our reputation and
adversely affect the image of our brands and products, which may further materially and adversely
affect our business.
Any failure to obtain and maintain necessary approvals, licenses and permits for our
operations may materially and adversely affect our business, financial condition and results of
operations.
Our business requires us to obtain and renew, from time to time, a multitude of approvals,
licenses and permits. For details, see “Business — Licenses, Approvals and Permits.” Obtaining and
renewing these approvals, licenses and permits could be costly and time-consuming, if we fail to
obtain, maintain or renew any necessary approval, license or permit for our operations in a timely
manner or at all, or if the scope of our operations exceeds the scope permitted under the applicable
approvals, licenses and permits, we may be subject to fines, penalties or suspension of operations
or even revocation of operating licenses, and our business, financial condition and results of
operations may be materially and adversely affected.
RISK FACTORS
–3 4–


--- page 44 ---
Negative publicity or rumors about us, our products, management, directors, employees,
shareholders, customers, business partners or their affiliates or our industry in general may
adversely affect our reputation and business.
Negative publicity or rumors involving our industry, Company, products, management,
directors, employees, customers, distributors, business partners or their affiliates, or our
relationship with any of these parties may materially and adversely harm our business and
reputation, and cause fluctuations in the potential trading price of our H Shares. We cannot preclude
media reports of a similar nature or similar allegations from other parties from being made in the
future, nor can we assure you that we will be able to defuse such negative publicity to the
satisfaction of our investors, customers and business partners or prevent related misconception and
other damages caused by such reports. We may have to incur significant expenses as we may need
to seek legal recourse or defend our Company in court in response to such allegations, which may
cause us to incur significant expenses and divert our management’s time and attention in order to
remedy the effects of these negative reports or allegations even if they are baseless, which may
materially and adversely affect our results of operations.
Our facilities or operations could be damaged or adversely affected as a result of natural
disasters or other catastrophic events.
Our facilities or operations could be adversely affected by events outside of our control, such
as natural disasters, wars and pandemics, and other calamities. We cannot assure you that any
backup systems will be adequate to protect us from the effects of fire, floods, typhoons,
earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or
similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system
failures, technology platform failures or internet failures, which could cause the loss or corruption
of data or malfunctions of software or hardware as well as adversely affect our ability to produce
our products and provide services. We also face various risks related to public health issues,
including epidemics, pandemics, and other outbreaks. The impact of such public health issues,
including changes in consumer and business behavior, pandemic fears and market downturns, and
restrictions on business and individual activities, may create significant volatility in the global
economy and lead to reduced economic activity.
The success of our business is affected by our ability to attract, train and retain highly skilled
employees and key personnel.
Our business operations depend on the continuing efforts of our management, particularly the
members of our senior management team. For details, see “Directors and Senior Management.” If
one or more members of our management are unable or unwilling to continue their employment
with us, we may not be able to replace them in a timely manner, or at all. We may incur additional
expenses to recruit and retain qualified replacements. In addition, our management may join a
competitor or form a competing company. We can provide no assurance that we will be able to
successfully enforce our contractual rights included in employment agreements with our
management. As a result, our business may suffer the loss of services of one or more members of
our management, and our business, financial condition and results of operations may be materially
and adversely affected.
We have limited insurance coverage which could expose us to significant costs and business
disruption.
We maintain third-party insurance policies covering certain potential risks and liabilities
including product liability, property liability, and employee liability. We do not, however, carry
insurance in respect of certain risks that we believe are not insured under customary industry
practice, or which are uninsurable on commercially acceptable terms, if at all, such as those caused
by war, nuclear contamination, tsunami, pollution, acts of terrorism and civil disorder. Accordingly,
there may be circumstances in which we will not be covered or compensated, in part or at all, for
RISK FACTORS
–3 5–


--- page 45 ---
specific losses, damages and liabilities. We cannot guarantee that our insurance coverage is
sufficient to cover potential losses. Any risk that is not adequately covered by insurance may have
an adverse effect on our business, results of operations and financial condition.
Environmental, social, and governance matters may impact our business and reputation.
To identify, manage, and mitigate ESG risks, we may incur costs and expenses. We monitor
environmental and climate-related risks that may impact on 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.”
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 and
cost of sales may rise. 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 results of operations and financial conditions.
Legal defects regarding some of our leased properties may affect our interests in such
properties.
As of the Latest Practicable Date, for certain leased properties, the lessors with whom we enter
into lease agreements did not provide valid property ownership certificates or sufficient
documentation to prove their rights to lease the properties to us for our intended use. Therefore, we
cannot ensure that they have the rights to lease or sublease such properties to us for our intended
use. In addition, for certain leased properties, the stated use in the property ownership certificates
does not match our actual leasing use, which may require us to relocate from such properties. As
advised by our PRC Legal Adviser, although we, as the lessees, are not subject to the monetary
penalties, we may not be able to continue to lease such properties if the lease was challenged by
a third party or relevant government authorities. As a result, we may face challenges from the legal
owners of the properties or other third parties, and may be forced to vacate the relevant properties
and relocate our offices. We may incur additional expenses during the process, and our business,
financial condition and results of operations may be negatively affected.
Furthermore, according to applicable PRC laws and regulations, the lessor and the lessee to
a lease agreement are required to file the lease agreement with relevant government authorities
within 30 days after the execution of the lease agreement. As of the Latest Practicable Date, we had
not filed our lease agreements for certain properties we leased with the local housing administration
authorities as required under PRC laws and regulations, primarily due to the difficulty of procuring
the relevant landlords’ cooperation to register their leases. As advised by our PRC Legal Adviser,
if we and the lessors fail to handle filing for such lease registration as required by the relevant
competent authorities, we may be subject to a fine of RMB1,000 to RMB10,000 for each of the
unregistered lease agreements. We estimate that as of December 31, 2025, based on the number of
our leases that had not been registered as required by PRC law, the potential monetary fines we may
face for such failure to comply with lease registration range between RMB23,000 to RMB 230,000.
As of the Latest Practicable Date, we have not been aware of any notice or allegation of penalty
from PRC government authorities for our failure on the registration of lease agreements.
RISK FACTORS
–3 6–


--- page 46 ---
Reliance on third-party suppliers and raw material sources exposes us to supply, pricing and
liquidity risks.
Our suppliers during the Track Record Period included manufacturing partners, warehousing
and logistics solution providers as well as suppliers for raw materials. During the Track Record
Period, purchases from our largest supplier in each year during the Track Record Period accounted
for 9.9%, 8.9% and 8.9% of our total purchases in 2023, 2024 and 2025, respectively, while
purchases from our five largest suppliers in each year during the Track Record Period accounted for
33.7%, 33.8% and 34.0%, respectively. Our dependence on a limited number of key suppliers
exposes us to risks of supply shortages, delays, non-compliance, price increases or unfavorable
commercial terms. If we are unable to maintain relationships with existing suppliers or secure
alternative sources on comparable terms in a timely manner, our operations and profitability could
be materially and adversely affected.
Our supply chain may also be disrupted by shortages or interruptions in the supply of
components and raw materials, particularly battery cells, the availability and pricing of which may
fluctuate due to factors beyond our control, including resource constraints, market demand,
speculation, geopolitical tensions, natural disasters and other market disruptions. Any extended
supply chain disruption could delay product development or commercialization, increase
procurement costs, affect delivery schedules and pricing, and cause customers to reduce, delay or
cancel orders, thereby adversely affecting our business, financial condition and results of
operations. We did not experience material shortages or interruptions during the Track Record
Period and up to the Latest Practicable Date. There can be no assurance that such disruptions will
not occur in the future.
In addition, we are generally granted credit periods of 30 to 90 days by our suppliers.
Specifically, our trade payables turnover days amounted to 34.4 days, 38.1 days and 38.9 days in
2023, 2024 and 2025, respectively. We have also experienced fluctuations in trade and bill payables
during the Track Record Period. If suppliers cease to offer favorable credit terms, shorten credit
periods or impose more stringent commercial terms, our working capital requirements and liquidity
position may be adversely affected. Any increase in procurement prices or tightening of credit terms
could negatively impact our cash flows, financial condition and overall operating performance.
We are subject to the risks relating to third-party logistics and storage solutions and service
providers.
We rely on multiple delivery methods to fulfill customer orders, including fulfillment services
provided by third-party e-commerce platforms and logistics solutions offered by various third-party
logistics solutions providers. Our collaboration with third-party logistics solutions providers could
expose us to potential service disruptions, inefficiencies or non-compliance risks. If such third-party
logistics solutions providers fail to meet their service obligations due to operational issues,
misjudgment, inaccurate determinations, financial difficulties or other unforeseen circumstances,
we may not be able to deliver products to customers in a timely and cost-effective manner, which
could cause a decline in product sales, loss of revenue, or we may be subject to penalties.
Additionally, such logistics solutions providers may mishandle our products resulting in
product damage, which could lead to product liabilities or claims and damage our brand reputation.
Furthermore, fluctuations in the prices of logistics solutions affect our ability to provide
cost-effective products to our customers, potentially harming our profitability and operational
performance. Any of these events could materially and adversely affect our business, financial
condition and results of operations.
RISK FACTORS
–3 7–


--- page 47 ---
Our liquidity may be adversely affected if our associates do not declare dividends or are
unable to distribute dividends to us.
We make investments in a number of individually immaterial associates that are measured
using the equity method, from time to time. The declaration and payment of dividends by our
associates are subject to, among other things, their financial performance, cash flow position,
capital requirements, business plans and the discretion of their respective boards and shareholders,
over which we generally do not have control. As a result, there can be no assurance that our
associates will declare or distribute dividends to us in any given period, even if they are profitable.
If our associates do not declare dividends, or if their ability to distribute dividends to us is restricted
by applicable laws, regulations, contractual arrangements or other factors, we may not receive cash
returns from these investments on a timely basis or at all. Accordingly, the cash generated from our
investments in associates may be less than the amount of earnings recognized under the equity
method, which could adversely affect our liquidity, cash flows and ability to fund our operations,
capital expenditures, strategic investments or shareholder distributions.
If we fail to manage our inventory effectively, our results of operations, financial condition
and liquidity may be materially and adversely affected.
Our inventories primarily include finished goods and goods in transit. As of December 31, 2023,
2024 and 2025, we had inventories of RMB2,411.3 million, RMB3,233.6 million and RMB4,997.1
million, respectively, and the write-down of inventories amounted to RMB141.6 million, RMB124.1
million and RMB365.0 million, respectively. Our inventory turnover days were 70.8 days, 73.2 days
and 87.7 days in 2023, 2024 and 2025, respectively. See “Financial Information — Discussion of
Certain Key Items from Our Consolidated Statements of Financial Position — Current Assets and
Liabilities — Inventories.”
We are committed to adopting a flexible approach to inventory management, adjusting our
inventory levels in response to market demand fluctuations. When market demand increases, we
correspondingly raise our inventory levels to ensure supply stability. However, such an approach is
inherently uncertain, and the demand for our products could change significantly between the order
date and the projected delivery date. We cannot assure you that we are able to always maintain
optimal inventory levels in the future. If we fail to accurately assess the demand, we may experience
inventory obsolescence and inventory shortage risk. Inventory levels in excess of demand, or
substantial decrease in the expected market price of our products, may result in inventory
write-downs or write-offs and we may sell the excess inventory at discounted prices, which would
have an adverse effect on our profitability.
Our sales and results of operations are subject to seasonal variations and industry cyclicality.
There are certain seasonal patterns for purchases of our products due to holiday-driven
promotions. In particular, we typically experience a surge in sales during the second half of each
year, driven by seasonal holidays and promotional campaigns across several e-commerce channels.
We expect the impact of seasonality on our business to remain in the future. As a result of these
seasonal variations, we believe that comparisons of our operational results between different
quarters within a single fiscal year or across different fiscal years are not necessarily meaningful
and that these comparisons cannot be relied upon as indicators of our future performance. In
addition, any of the factors below, or the cumulative effect of some of these factors may result in
significant fluctuations in our operating results. Many of these factors are outside of our control and
may be difficult to predict, including fluctuations in product demand (including seasonality), the
timing and success of competitors’ new product launches, and the level and timing of sales,
marketing and other operating expenses.
Moreover, we face exposure to the cyclical nature of the smart devices industry, where
demand fluctuates with macroeconomic conditions, consumer confidence, and product replacement
cycles. During economic downturns, some consumers may delay or forego purchases of non-
essential electronics, which could affect sales volumes. This cyclicality also affects inventory
RISK FACTORS
–3 8–


--- page 48 ---
management, as demand forecasting becomes complex, potentially leading to inventory
obsolescence or supply shortages. Additionally, industry downturns could lead to intensified price
competition, compressing profit margins.
We may fail to recover our trade receivables in a timely manner, which may affect our
financial condition and results of operations.
We are exposed to credit risks related to delay in payment of our customers. Our trade
receivables represent the amounts due from our customers for the products sold or services
performed in our ordinary course of business. As of December 31, 2023, 2024 and 2025, our trade
receivables amounted to RMB1,527.8 million, RMB1,654.2 million and RMB1,872.6 million,
respectively. We recorded impairment loss on trade and other receivables of RMB32.9 million,
RMB6.9 million and RMB46.0 million in 2023, 2024 and 2025, respectively. Our trade receivables
turnover days amounted to 28.7 days, 23.5 days and 21.1 days in 2023, 2024 and 2025. There can
be no assurance that we will be able to maintain our trade receivables turnover days at a reasonable
level. Should the credit worthiness of our customers deteriorate or should a significant number of
our customers fail to settle their trade receivables in full for any reason, we may continue to incur
impairment losses in the future and our results of operations and financial position could be
materially and adversely affected. In addition, there may be a risk of delay in payment by our
customers within their respective credit period, which in turn may also result in an impairment loss
provision. There is no assurance that we will be able to fully recover our trade receivables from the
customers or that they will settle our trade receivables in a timely manner. In the event that
settlements from customers are not made on a timely manner, or at all, our financial condition and
results of operations may be materially and adversely affected. For details, see “Financial
Information — Discussion of Certain Key Items from Our Consolidated Statements of Financial
Position — Trade Receivables” for further details.
We are exposed to fair value change of other financial assets, which are subject to fluctuations
in their values and would affect our results of operations and financial conditions.
In 2023, 2024, and 2025, we recorded fair value change of other financial assets in the amount
of RMB220.4 million, RMB237.3 million, and RMB386.4 million, respectively. The amount of fair
value change of other financial assets are affected by the market value of our equity investment and
investment in financial products. Factors beyond our control, such as general economic condition,
changes in market interest rates, stability of the capital markets and other market-driven variables,
can significant affect the fair value of our financial assets. In addition, the fair value of financial
products may be subject to unobservable inputs, which, by their nature, are subjective and
uncertain. As such, the fair value of other financial assets has been and will continue to be subject
to uncertainties, and result in fluctuations in our profitability from year to year.
Fluctuations in exchange rates may adversely affect our results of operations.
The value of RMB against U.S. dollars, British pounds, euros, and Japanese yen fluctuates is
subject to changes resulting from the PRC government’s policies and depends to a large extent on
domestic and international economic and political developments as well as supply and demand in
the local market. It is difficult to predict how market forces or government policies may impact the
exchange rate between the RMB and U.S. dollars, British pounds, euros, and Japanese yen in the
future. In 2023, the net exchange losses amounted to RMB32.6 million. We recorded net exchange
gains of RMB53.5 million and RMB88.8 million in 2024 and 2025, respectively.
During the Track Record Period, we received the majority of payments in U.S. dollars and
Euros, and we expect this to continue for the foreseeable future. As a result, any depreciation of the
U.S. dollar or Euros against the RMB may result in exchange losses and negatively impact our
operating results. Conversely, any depreciation of the RMB against the Hong Kong dollars may
adversely affect the value of, and any dividends payable on, the Shares in foreign currency. In
RISK FACTORS
–3 9–


--- page 49 ---
addition, there are limited instruments available for us to reduce our foreign currency risk exposure
at reasonable costs. All of these factors could have a material and adverse impact on our business,
results of operations and financial condition.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY
We may not be able to adequately protect or enforce our patents, trade secrets and other
intellectual property rights throughout the world, and our efforts to do so may be costly.
Our business relies significantly on our ability to protect and defend our intellectual property
rights. As of December 31, 2025, we had 3,026 granted patents, consisting of 308 invention patents,
1,286 utility patents, and 1,432 design patents worldwide. We seek to protect the technologies that
we consider commercially important by filing patent applications in the PRC and other
jurisdictions, relying on patent or trade secrets or employing a combination of these methods. For
further information on our patent portfolio, see “Business — Intellectual Property.” Patent
prosecution is costly, time-consuming and complex, and we may not be able to file, maintain,
defend or enforce all necessary patents in a timely or cost-effective manner across all jurisdictions.
Intellectual property protection also varies by country, and in some jurisdictions may be less robust,
limiting our ability to prevent competitors from developing or commercializing competing
products. Even if granted, patent protection is limited in scope and duration, and may not fully
shield us from competition. For example, invention patents and utility model patents in China
generally have terms of 20 years and 10 years from the filing date, respectively. Upon expiration,
or if protection is limited, competitors may enter the market with similar products, which could
adversely affect our business.
In addition, any litigation initiated by us concerning the infringement by third parties of our
intellectual property rights is likely to be expensive and time consuming and could lead to the
invalidation of, or render unenforceable, our intellectual property rights, or could otherwise have
negative consequences for us. We may be a party to claims and litigation as a result of alleged
infringement by third parties of our intellectual property rights. Even when we sue other parties for
such infringement, that suit may have adverse consequences for our business. Any such suit may
be time consuming and expensive to resolve and may divert our management’s time and attention
from our business. Furthermore, it could result in a court or governmental agency invalidating,
narrowing the scope of, or rendering unenforceable our patents or other intellectual property rights
upon which the suit is based, which may seriously harm our business. Additionally, monitoring
unauthorized use and disclosures of our proprietary technology, intellectual property and
confidential information can be difficult and expensive. We cannot be sure that the steps we have
taken will prevent misappropriation, infringement and violation of our intellectual property or
proprietary rights. If we are unable to adequately protect, establish, maintain or enforce our
intellectual property or other proprietary rights, our business, financial condition and results of
operations may be adversely affected.
We may become subject to litigation brought by third parties claiming infringement by us of
their intellectual property rights.
The industry in which our business operates is characterized by a large number of patents,
trademark and other intellectual properties, some of which may be of questionable scope, validity
or enforceability. As a result, there is uncertainty in the industry regarding patent protection and
infringement, and we cannot be certain that the conduct of our business does not and will not
infringe, misappropriate or otherwise violate intellectual property or proprietary rights of third
parties. In recent years, there has been significant litigation globally involving patents and other
intellectual property rights. We are also involved in litigation alleging that our devices,
technologies, and services infringe certain third-party patents, including patents relating to the
design and technology of certain of our charging products, and we are vigorously defending against
these claims. Our Directors believe that appropriate provisions have been made in accordance with
the applicable accounting standards. We could also become subject to claims and litigation alleging
RISK FACTORS
–4 0–


--- page 50 ---
infringement by us of third-party copyrights or trade secrets. These claims and any resulting
lawsuits, if resolved adversely to us, could subject us to significant liability for damages, impose
temporary or permanent injunctions against our solutions or business operations, or invalidate or
render unenforceable our intellectual property rights. An adverse judgment could also result in loss
of reputation or may force us to take costly remediation actions, such as redesigning our solutions.
In addition, because patent applications can take many years until the patents issue, there may
be applications now pending of which we are unaware, which may later result in issued patents that
our solutions may infringe. If any of our solutions infringes a valid and enforceable patent, or if we
wish to avoid potential intellectual property litigation on any alleged infringement of our products,
we could be prevented from selling, or elect not to sell, our products unless we obtain a license,
which may be unavailable or be available only at commercially unreasonable, unfavorable or
otherwise unacceptable terms. Alternatively, we could be forced to pay substantial royalties or to
redesign one or more of our products to avoid any infringement or allegations thereof. Additionally,
we may face liability to our customers, business partners or third parties for indemnification or
other remedies in the event that they are sued for infringement in connection with their use of our
products.
We also may not be successful in any attempt to redesign our products to avoid any alleged
infringement. A successful claim of infringement against us, or our failure or inability to develop
and implement non-infringing technology, or license the infringed technology, on acceptable terms
and on a timely basis, could materially adversely affect our business and results of operations.
Furthermore, such lawsuits, regardless of their success, could likely be time consuming and
expensive to resolve and may divert management’s time and attention from our business, which
could seriously harm our business.
Our patent applications may not be issued as patents, which may have a material adverse
effect on our ability to prevent others from commercially exploiting solutions similar to ours.
We cannot be certain that we are the first inventor of the subject matter for which we have
filed a particular patent application, or if we are the first party to file such a patent application.
Patent applications may not be granted for a number of reasons, including a later application date,
known or unknown prior art, deficiencies in the patent application or the lack of novelty or
non-obviousness of the underlying invention or technology. China, the U.S. and Europe have
adopted the “first-to-file” system, under which the first inventor to file a patent application will be
awarded the patent if all other patentability requirements are met. Moreover, patent applications in
China, the U.S., Europe and other jurisdictions are typically not published until an 18-month
waiting period after filing, or in some cases, not at all. If another party has filed a patent application
covering the same subject matter as we have developed, and such application has priority against
our patent application, we may not be entitled to the protection sought by our patent application,
including preventing third parties from commercializing the same or similar technologies. Further,
the scope of protection of patent claims may be limited or narrowed if the examining authority
determines there is cause to do so, such as if claims included in the patent application cover subject
matter that is ineligible for patent protection or is obvious, or are deemed to lack sufficient detail
to enable practicing the invention or in the event of the existence of prior art. As a result, we cannot
be certain that the patent applications that we file will result in issued patents, or that our issued
patents will be broad enough to protect our technology or otherwise afford protection against
competitors with similar technology. In addition, the issuance of a patent is not conclusive as to its
inventorship, scope, validity or enforceability. Our competitors may challenge or seek to invalidate
our issued patents, or design around our issued patents, which may adversely affect our business,
prospects, financial condition or operating results. Also, the costs associated with enforcing patents,
confidentiality and invention agreements, or other intellectual property rights may make aggressive
enforcement impracticable.
RISK FACTORS
–4 1–


--- page 51 ---
Changes in patent law could diminish the value of patents in general, thereby impairing our
ability to protect our solutions.
The scope and strength of patent protection across jurisdictions are uncertain, and changes in
patent laws or their interpretation may limit our ability to obtain, maintain, defend or enforce our
intellectual property rights. We cannot predict whether current or future patent applications will be
granted in any jurisdiction, or whether granted claims will provide adequate protection. The scope
of claims may be narrowed during prosecution or reinterpreted after issuance. Even if patents are
granted, they may not provide meaningful protection, prevent competition or confer a competitive
advantage. Accordingly, the validity, enforceability, scope and commercial value of our patent
rights remain uncertain.
Confidentiality agreements and non-compete covenants with employees and other third
parties may not adequately prevent the disclosure of trade secrets and other proprietary
information.
We have devoted substantial resources to the development of our technology and know-how.
Although we enter into employment agreements with confidentiality, non-compete covenants and
intellectual property ownership clauses with our employees, we cannot assure you that these
agreements will not be breached, that we will have adequate remedies for any breach in time or at
all, or that our proprietary technology, know-how or other intellectual property will not otherwise
become known to third parties. Similarly, if we recruit employees who breached confidentiality,
non-compete covenants with their prior employers, we may become subject to claims that such
employees have improperly used or disclosed trade secrets or other proprietary information in
violation of their confidentiality, non-compete covenants in a way that benefits us. In addition, the
risk that other parties may breach confidentiality agreements or that our trade secrets become
known or independently discovered by competitors could harm us by enabling our competitors, who
may have greater experience and financial resources, to copy or use our trade secrets and other
proprietary information in the advancement of their products, methods or technologies. The
unauthorized use or disclosure of our trade secrets would impair our competitive position, thereby
weakening demand for our products and harming our ability to maintain or increase our consumer
base. Costly and time-consuming litigation could be necessary to enforce and determine the scope
of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely
affect our competitive position.
Risk of unpatented proprietary technology and trade secret disclosure or independent
development by competitors.
In addition to our patented technology, we also rely on unpatented proprietary technology,
trade secrets, processes and know-how. Even though we employ various methods, including
entering into confidentiality agreements with employees, consultants, marketing partners and
contract manufacturers, to safeguard them, there can be no assurance, however, that we will be able
to maintain the confidentiality of any such unpatented proprietary technology, trade secrets,
processes and know-how, or that others will not independently develop substantially equivalent
technology, trade secrets, processes and know-how. The failure or inability to protect these
unpatented proprietary technology, trade secrets, processes and know-how could have a material
adverse effect on our results of operations. Moreover, there can be no assurance that our products
utilizing such unpatented proprietary technology, trade secrets, processes and know-how will not
infringe on the rights of others. If disputes arise in such circumstances, we may be forced to expend
substantial resources if we have to defend against any such infringement claims.
RISK FACTORS
–4 2–


--- page 52 ---
Our reputation and profitability may be adversely affected if our products are counterfeited
or imitated in the market.
Our products may be counterfeited in the market, such as unauthorized imitation, replication
of our design, infringement of trademarks or labeling by third parties, which may affect our
reputation and profitability. We are not currently aware of any substantial counterfeiting of our
products. Although we monitor any unauthorized use of our registered designs and trademarks,
counterfeiting or imitation of our products to ensure that our intellectual property rights are
protected, we cannot assure you that counterfeiting and imitation would not occur, or if it does
occur, that we would be able to detect and address the problem effectively. A significant presence
of counterfeit products in the market could have a negative impact on the value and image of our
brands, lead to loss of consumer confidence in our brands and materially and adversely affect our
business, financial condition and results of operations.
RISKS RELATED TO THE JURISDICTIONS IN WHICH WE OPERATE OUR BUSINESS
Changes in economic, political and social conditions, as well as government policies, laws and
regulations, and industry practice guidelines could have a material and adverse effect on our
business, financial condition and results of operations.
We operate our business in China and overseas, including multiple North America, European
and Asian markets. Our business, financial condition and results of operations may be influenced
by the economic, regulatory, political and social conditions in the country where we operate.
Governments worldwide have implemented, and may continue to introduce, among others, various
policies and measures to encourage the economic growth and guide the allocation of resources. The
consumer electronics industry in general is affected by macro-economic factors, including
international, national, regional and local economic conditions, trade relationships, employment
levels, customer demand and discretionary spending. Any changes in these factors may have
material and adverse effect on our business, financial condition and results of operations.
Differences 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 geographic markets where we operate vary significantly from
jurisdiction to jurisdiction. Some jurisdictions have a civil law system based on written statutes and
others are based on common law. Unlike the common law system, prior court decisions under the
civil law system may be cited for reference but have limited precedential value.
The legal systems of some geographic markets where we operate are consistently evolving.
Laws and regulations that are recently enacted may not sufficiently cover all aspects of economic
activities in such markets. In particular, the interpretation and enforcement of these laws and
regulations are subject to future implementations, and the application of some of these laws and
regulations to our businesses still needs further clarification. Since local administrative and court
authorities are authorized to interpret and implement statutory provisions and contractual terms, it
may be difficult to evaluate the outcome of administrative and court proceedings and the level of
legal protection we have in many of the geographic markets where we operate. Local courts may
have discretion to reject enforcement of foreign awards or arbitration awards, which may affect our
judgment on the relevance of legal requirements and our ability to enforce our contractual rights or
claims.
Furthermore, many of the legal systems in the geographic markets where we operate are based
in part on their respective government policies and internal interpretations, some of which may have
retroactive effects. As a result, we may not be aware of our violation of certain policies or rules until
sometime after the violation. In addition, administrative and court proceedings in certain of our
geographic markets may be protracted, resulting in substantial costs and diversion of resources and
management attention depending on the complexity of the cases.
RISK FACTORS
–4 3–


--- page 53 ---
Scrutiny and regulations of the industries in which we operate may further increase, and we
may be required to devote additional legal and other resources to addressing these regulations.
Developments in current laws or regulations or the imposition of new laws and regulations in our
geographic markets may affect the growth of our industries and affect our business, financial
condition and results of operations.
As a company listed on the ChiNext Market of the Shenzhen Stock Exchange, we, our
Directors, senior management, employees and shareholders are subject to securities
regulations and exchange listing rules in the PRC.
As a company listed on the ChiNext Market of the Shenzhen Stock Exchange, we, our
Directors, senior management, employees and shareholders are subject to securities regulations
issued by the CSRC and the listing rules of the ChiNext Market of the Shenzhen Stock Exchange.
New regulations and rules, and changes in the interpretation or enforcement of existing regulations
and rules, may be adopted from time to time. In addition, the CSRC and the Shenzhen Stock
Exchange may have periodic or ad hoc inspections, examinations and inquiries with respect to our
compliance with relevant regulatory requirements. We expect to fully comply with such regulations
and rules at all times and such compliance would require us to incur increased expenses and devote
considerable time and resources to such compliance. Accordingly, our business reputation, financial
condition and results of operations may be adversely affected.
Y ou should assess the legal protections you are entitled to under legal system in the
jurisdictions where we operate.
We are subject to the different applicable laws and regulations of the countries and regions
where we operate. Our business and operations in China are subject to primarily written statutes,
and prior court decisions offer limited precedential value. Furthermore, we cannot assure you that
we can predict the effect of future legal developments in countries and regions where we operate,
including the promulgation of new laws and changes in existing laws. In addition, legal proceedings
may incur significant costs, divert our resources, and negatively affect our management’s focus on
strategic planning and execution, which may materially and adversely impact our operational
efficiency and overall business performance.
Any decrease or discontinuation of tax rebate for our exported products may have a negative
effect on our profitability.
According to the Announcement on V alue-Added Tax and Consumption Tax Policies for
Export Businesses (ʮѓ) issued by the MOF and the
SA T, which became effective on 1 January 2026, and other relevant PRC tax laws and regulations,
qualified export goods and services are generally subject to V A T exemption and refund policies,
unless otherwise stipulated. Subject to the relevant PRC laws, we are entitled to a rebate of V A T
from the PRC tax authority in connection with our export sales for our products. During the Track
Record Period, our products were eligible for V A T export rebates at rates generally ranging from
9% to 13%. The tax rebate comprised a refund of V A T incurred on the raw materials we used for
production of our products in the PRC, which are subsequently exported to overseas countries. We
cannot assure you that the PRC governmental policies on tax rebate will not change or that the
current policies we enjoy will not be cancelled. If there is any reduction, suspension,
discontinuation or cancellation of tax rebate which may adversely affect the recoverability of our
V A T recoverable, our business, financial condition and profitability would be adversely affected.
Change in tax treatments may adversely affect our results of operations and financial
performance.
During the Track Record Period, some of our subsidiaries were entitled to preferential income
tax rates pursuant to the relevant tax regulations. According to the Administrative Measures for
Determination of High and New Tech Enterprises, which was promulgated by the Ministry of
Science and Technology, the Ministry of Finance and the State Administration of Taxation, an
RISK FACTORS
–4 4–


--- page 54 ---
enterprise recognized as a high and new technology enterprise is subject to a preferential enterprise
income tax rate of 15% pursuant to the relevant requirements of the EIT Law. We and certain
subsidiaries of us were qualified for a preferential income tax rate of 15% in 2023 and 2024. From
January 1, 2023 to December 31, 2027, for small and low-profit enterprise, the taxable income is
reduced by 25% and the corporate income tax can be paid at a tax rate of 20%. Certain subsidiaries
which meet the criteria of “small and low-profit enterprise” are eligible for preferential tax rate of
20%. Please refer to Note 7 of the Accountants’ Report in Appendix I to this Prospectus.
Continued eligibility for preferential tax treatment is subject to recognition and evaluation by
the relevant government authorities in China. We cannot assure you that we will continue to receive
such preferential tax treatment at historical levels, or at all. Such changes or uncertainties in tax
treatment may adversely affect our results of operations and financial performance.
Our Company is a PRC enterprise and is subject to PRC tax on our global income, and any
gains on the sales of our H Shares by investors and dividends paid to investors on our H Shares
may be subject to PRC tax.
Under the current PRC tax laws and regulations, non-PRC individuals and non-PRC
enterprises are subject to different tax obligations with respect to dividends paid to them by us and
any gains realized upon the sale or other disposition of our H Shares.
Non-PRC individuals are generally subject to PRC individual income tax under the Individual
Income Tax Law of the PRC () with respect to PRC source
income or gains at a rate of 20%. We are required to withhold related tax from dividend payments
paid to non-PRC resident individuals, unless specifically exempted by the tax authority of the State
Council or reduced or eliminated by an applicable tax treaty. However, pursuant to the Circular on
Certain Policy Questions Concerning Individual Income Tax issued by the MOF and SA T (݁
) on May 13, 1994, dividends and
bonuses income gained by foreign individuals from foreign-invested enterprises is exempted from
individual income tax for the time being.
According to the Circular Declaring that Individual Income Tax Continues to Be Exempted
over Individual Income from Transfer of Shares issued by the MOF and the STA
() effective as
of March 30, 1998, income from individuals’ transfer of stocks of listed companies continued to be
temporarily exempted from individual income tax. On February 3, 2013, the State Council approved
and promulgated the Notice of Suggestions to Deepen the Reform of System of Income Distribution
( ). On February 8,
2013, the General Office of the State Council promulgated the Circular Concerning Allocation of
Key Works to Deepen the Reform of System of Income Distribution (ଉʷϗ
). According to these two documents, the PRC government
is planning to cease foreign individuals’ tax exemption for their dividends and bonuses income
obtained from foreign-invested enterprises, and the MOF and the SA T should be responsible for
making and implementing details of such plan. However, relevant implementation rules or
regulations have not been promulgated by the MOF and the SA T. Considering the situations,
non-resident individual holders of our H Shares should be aware that they may be obligated to pay
PRC income tax on dividend and bonuses income realized from the H Shares.
As of the Latest Practicable Date, no aforesaid provisions had expressly provided whether
individual income tax shall be levied from non-PRC individuals on the transfer of shares in PRC
enterprises listed on overseas stock exchanges, and there is no assurance that the PRC tax
authorities will not change these practices, which could result in levying income tax on non-PRC
individuals on gains from the sale of our H shares.
RISK FACTORS
–4 5–


--- page 55 ---
For non-PRC enterprises that do not have establishments or premises in China, and for those
that have establishments or premises in China but whose income is not related to such
establishments or premises, under the Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷
) and its implementation regulations, dividends paid by us and gains realized by
such foreign enterprises upon the sale or other disposition of our H Shares are subject to PRC
enterprise income tax at a 10% rate. In accordance with the Circular on Issues Relating to
Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas
Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮H͏Ά
) (Guo Shui Han [2008] No. 897) issued by
SA T on November 6, 2008, the withholding tax rate for dividends payable to non-PRC enterprise
holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid
to non-PRC enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC enterprises
that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement
will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess
of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’
approval.
Despite the arrangements mentioned above, the interpretation and application of applicable
PRC tax laws and regulations by the competent tax authorities will be in accordance with the then
effective laws and regulations and may change, and new taxes may be imposed, which in either case
may adversely affect the value of your investment in our H Shares.
We could be subject to changes in our tax rates, the adoption of new overseas tax legislation
or exposure to additional tax liabilities.
We operate in countries and regions overseas and are subject to various taxes. See “Financial
Information — Description of Major Components of Our Results of Operations — Income Tax.”
Due to the fact that the tax environment can be different in different jurisdictions and that the
regulations regarding various taxes, including but not limited to corporate income tax, are complex,
our overseas operations may expose us to risks associated with the overseas tax policy changes. Due
to economic and political conditions, tax rates in various jurisdictions may be subject to significant
change. Our effective tax rate could be affected by changes in the mix of earnings in countries with
differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities or changes
in tax laws or their interpretation. Dealing with such regulatory complexities and changes may
require us to divert more managerial and financial resources, which in turn could affect our results
of operations.
We are also subject to the examination of our tax returns and other tax matters by local and
overseas tax authorities and governmental bodies. The tax treatments of our transaction
arrangements may be subject to interpretation by the respective tax authorities, and there can be no
assurance as to the outcome of these examinations. If our weighted average effective tax rate was
to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts
previously accrued, our financial condition, operating results and cash flows could be adversely
affected.
We are subject to various laws, regulations and regulatory standards and any inability to
comply with such requirements and standards may subject us to liabilities.
We are subject to various laws and regulations in the PRC and other jurisdictions in which we
operate and are required to comply with all relevant requirements and standards. For example, we
are required to contribute to a number of social insurance funds, including funds for pension
insurance, unemployment insurance, basic medical insurance, work-related injury insurance,
maternity insurance and housing provident fund on behalf of our employees in Chinese mainland.
According to the Regulation on the Administration of Housing Provident Funds (၍
ଣૢԷ), a Chinese mainland enterprise is required to set up housing provident fund accounts and
pay the housing provident fund in time and in full for its employees. According to the PRC Social
Insurance Law (), a Chinese mainland enterprise is required to
RISK FACTORS
–4 6–


--- page 56 ---
complete social insurance registration for its employees and to pay the social insurance
contributions in time and in full. During the Track Record Period, we did not make full social
insurance and housing provident fund contributions for certain of our employees, as required by
relevant laws and regulations, which we believe is not material and will not have a material adverse
impact on our operations or financial performance. We had not been subject to any administrative
penalties in connection with our contribution of social insurance plans and housing provident fund
during the Track Record Period. However, we cannot assure you that any new laws and regulations
or any changes in the implementation of the existing laws and regulations will not require us to pay
any contribution shortfall or impose late payment penalties and fines on us, thereby adversely
affecting our financial condition and results of operations. In addition to the above, if we fail to
comply with any other relevant labor laws and regulations in Chinese mainland, we may be exposed
to penalties or be required to compensate employees.
Moreover, the Interpretation II of the Supreme People’s Court of Issues Concerning the
Application of Law in the Trial of Labor Dispute Cases (΁ቇ
༆ᙑ(ɚ)) (the “ New Judicial Interpretation ”) was enacted by the Supreme
People’s Court on July 31, 2025 and effective as of September 1, 2025. According to the New
Judicial Interpretation, if the employer and its employee agree or the employee undertakes that
social insurance contributions need not be paid, the People’s Court shall deem such agreement or
undertaking invalid. Furthermore, where the employer fails to pay social insurance contributions in
accordance with the applicable laws, and the employee seeks to terminate the labor contract and
claims economic compensation from the employer pursuant to the Labor Contract Law of the PRC,
the People’s Court shall support such claims. In the circumstances described in the preceding
paragraph, if the employer subsequently pays the social insurance premiums in accordance with the
law and requests the employee to return the compensation already paid for the social insurance
premiums, the People’s Court shall support such requests in accordance with the law. See
“Regulatory Overview — Laws and Regulations on Labor, Social Insurance and Housing Provident
Fund” for details.
Furthermore, labor laws, regulations and regulatory standards in other jurisdictions may vary
significantly from those in Chinese mainland. If we do not fully understand, correctly interpret and
comply with applicable labor laws and regulations in the jurisdictions in which we operate, we may
experience compliance issues that may result in regulatory inquiries, civil claims, penalties, fines
or other liabilities, which may divert our management’s time and attention and adversely affect our
business reputation, operation, financial condition and profitability.
It may be difficult to effect service of process upon us or our Directors or executive officers
who reside in the PRC or to enforce against them in the PRC any judgments obtained from
non-Chinese courts.
We are a company incorporated under the laws of the PRC. The majority of our Directors and
senior management reside within the PRC. The assets of these Directors and senior management
also may be located within the PRC. As a result, it may not be possible to affect service of process
upon most of our Directors and senior management outside the PRC. The PRC does not have treaties
providing for the reciprocal recognition and enforcement of judgments of courts in the United
States, the United Kingdom or Japan. However, judgments rendered by Hong Kong courts may be
recognized and enforced in the PRC if the requirements set forth by the Arrangements for
Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Cases between
Courts of the Mainland and Hong Kong Special Administrative Region (ʫή
τર) are met. Therefore, recognition
and enforcement in the PRC of judgments of a court in any of these jurisdictions other than Hong
Kong in relation to any matter not subject to binding arbitration provisions may be difficult or
impossible.
RISK FACTORS
–4 7–


--- page 57 ---
Although we will be subject to the Listing Rules and the Codes on Takeovers and Mergers and
Share Repurchases of Hong Kong upon the Listing of our H Shares on the Stock Exchange, the
holders of H Shares will not be able to bring actions on the basis of violations of the Listing Rules
and must rely on the Stock Exchange to enforce its rules. The Listing Rules and the Codes on
Takeovers and Mergers and Share Repurchases of Hong Kong do not have the force of law in Hong
Kong.
RISKS RELATED TO THE GLOBAL OFFERING
We will be concurrently subject to PRC and Hong Kong listing and regulatory requirements.
As we are listed on the ChiNext Market of the Shenzhen Stock Exchange and will be listed
on the Main Board of the Hong Kong Stock Exchange, we will be required to comply with the
listing rules (where applicable) and other regulatory regimes of both jurisdictions, unless otherwise
agreed by the relevant regulators. Accordingly, we may incur additional costs and consume
additional resources in complying with the requirements of both jurisdictions.
Our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange, and the
characteristics of the A Share and H Share markets may differ.
Our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange. Following
the Global Offering, our A Shares will continue to be traded on the ChiNext Market of the Shenzhen
Stock Exchange and our H Shares will be traded on the Hong Kong Stock Exchange. Under current
PRC laws and regulations, without the approval from the relevant regulatory authorities, our H
Shares and A Shares are neither interchangeable nor fungible, and there is no trading or settlement
between the H Share and A Share markets. With different trading characteristics, the H Share and
A Share market have divergent trading volumes, liquidity and investor bases, as well as different
levels of retail and institutional investor participation. As a result, the trading performance of our
H Shares and A Shares may not be comparable. Nonetheless, fluctuations in the price of our A
Shares may adversely affect the price of our H Shares, and vice versa. Furthermore, due to the
different characteristics of the H Share and A Share markets, the historical prices of our A Shares
may not be indicative of the performance of our H Shares. Y ou should therefore not place undue
reliance on the trading history of our A Shares when evaluating the investment decision in our H
Shares.
Y ou should not place any reliance on any information released by us in connection with the
listing of our A Shares on the ChiNext Market of the Shenzhen Stock Exchange.
As our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange, we have
been subject to periodic reporting and other information disclosure requirements in China. As a
result, from time to time, we publicly release our financial and operational information on the
Shenzhen Stock Exchange or other media outlets designated by the CSRC. However, the
information announced by us in connection with our A Shares is based on the regulatory
requirements of the securities authorities, industry standards and market practices in Chinese
mainland, which are different from those applicable to the Global Offering. The presentation of
financial and operational information for the Track Record Period disclosed on the Shenzhen Stock
Exchange or other media outlets may not be directly comparable to the financial and operational
information contained in this Prospectus. As a result, prospective investors in our H Shares should
be reminded that, in making their investment decisions as to whether to purchase our H Shares, they
should rely only on the financial, operating and other information included in this Prospectus. By
applying to purchase our H Shares in the Global Offering, you will be deemed to have agreed that
you will not rely on any information other than that contained in this Prospectus, and any formal
announcements made by us in Hong Kong with respect to the Global Offering.
RISK FACTORS
–4 8–


--- page 58 ---
There has been no prior public market for our H Shares and an active trading market for our
H Shares may not develop or be sustained.
There was no public market for our H Shares prior to the Global Offering. There can be no
guarantee that a public market for our H Shares with adequate liquidity and trading volume will
develop and be sustained following the completion of the Global Offering. In addition, the initial
Offer Price of our H Shares is expected to be fixed by agreement between the Overall Coordinators
(for itself and on behalf of the Underwriters) and us, which may not be indicative of the market
price of our H Shares following the completion of the Global Offering. If an active public market
for our H Shares does not develop following the completion of the Global Offering, the market price
and liquidity of our H Shares may be materially and adversely affected.
The trading volume and market price of our H Shares following the Global Offering may be
volatile, which could result in substantial losses to you.
The trading volume and market price of our H Shares may be volatile and could fluctuate
widely in response to factors beyond our control, including general market conditions of the
securities markets in Hong Kong, Chinese mainland, the United States and elsewhere in the world.
In particular, the performance and fluctuation of the trading volume and market price of other
companies with business operations located mainly in Chinese mainland that have listed their
securities in Hong Kong may affect the volatility in the price of and trading volumes for our H
Shares. A number of Chinese mainland-based companies have listed their securities, and some are
in the process of preparing for listing their securities, in Hong Kong. Some of these companies have
experienced significant volatility, including significant price declines and trading volume
fluctuation after their initial public offerings. The trading performances of the securities of these
companies at the time of or after their offerings may affect the overall investor sentiment towards
Chinese mainland-based companies listed in Hong Kong and consequently may impact the trading
performance of our H Shares. These factors may significantly affect the market price and volatility
of our H Shares, regardless of our actual operating performance.
Our historical dividends may not be indicative of our future dividend policy, and there can be
no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. During the Track Record Period, we have paid
dividend of RMB487.7 million, RMB1,131.9 million and RMB1,172.6 million for the year ended
December 31, 2023 and 2024 and 2025, respectively. Our annual dividend payout ratios for 2023,
2024, 2025 were 50.3%, 52.8%, and 50.6%, respectively. We aim to protect Shareholders’ interests
through a consistent dividend policy; however, there is no assurance that dividends will be declared
or paid in any future year. Dividend payments are subject to applicable PRC laws and regulations,
our constitutional documents and profits lawfully available for distribution, and profit calculations
under the Accounting Standards for Business Enterprises may differ from those under IFRS. For
details, see “Financial Information — Dividends.” Historical dividends should not be regarded as
indicative of future distributions.
Under the existing foreign exchange regulations of Chinese mainland, payments of current
account items, including profit distributions, interest payments and trade and service-related foreign
exchange transactions, can be made in foreign currencies without prior SAFE approval by
complying with certain statutory procedural requirements. If the foreign exchange control system
prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we
may not be able to pay dividends in foreign currencies to our Shareholders. Further, we cannot
assure you that new regulations will not be promulgated in the future that would have the effect of
further restricting the remittance of RMB into or out of Chinese mainland.
RISK FACTORS
–4 9–


--- page 59 ---
A future or perceived significant increase in the supply of our Shares in public markets could
cause the market price of our H Shares to decrease significantly, and dilute shareholdings of
holders of H Shares.
The market price of our H Shares could decline as a result of future sales of a substantial
number of our H Shares or other securities relating to our H Shares in the public market, or the
issuance of new shares or other securities (including but not limited to any A Shares issuable upon
conversion of the outstanding 2025 Convertible Bonds), or the perception that such sales or
issuances may occur. Future sales, or anticipated sales, of substantial amounts of our securities,
including any future offerings, could also materially and adversely affect our ability to raise capital
at a specific time and on terms favorable to us. In addition, our Shareholders may experience
dilution in their holdings if we issue more securities in the future. New shares or shares-linked
securities issued by us may also confer rights and privileges that take priority over those conferred
by the H Shares. Since our A Share listing in August 2020, we have adopted various share incentive
plans from time to time to incentivize and reward eligible participants who have contributed to the
success of our Company. For the principal terms of the Restricted Share Incentive Plans, see
“Appendix IV — Statutory and General Information — Restricted Share Incentive Plans.” We
believe that such share incentive plans are important to our ability to attract, retain, and motivate
key personnel. Accordingly, we may, from time to time and subject to compliance with the Listing
Rules, adopt additional share incentive plans after the Listing, which may involve, among others,
the issuance of new Shares and/or the repurchase of existing Shares, in order to reward and retain
talent. Any such plans will be subject to approval by the Board and, where applicable, the
Shareholders, and will comply with the applicable requirements under Chapter 17 of the Listing
Rules.
Y ou will incur immediate and significant dilution and may face further dilution if we issue
additional Shares in the future.
The Offer Price of our Offer Shares is higher than the net tangible asset value per Share
immediately prior to the Global Offering. Therefore, purchasers of our Offer Shares in the Global
Offering will experience an immediate dilution. Existing Shareholders will receive an increase in
the pro forma adjusted consolidated net tangible assets value per share of their shares. See
Unaudited Pro Forma Financial Information in Appendix II to this Prospectus.
Certain facts, forecasts and statistics derived from official government sources contained in
this Prospectus have not been independently verified and the market opportunity estimates
may not be accurate.
Certain facts and statistics in this Prospectus, particularly those relating to the economy and
industry, are derived from official government and have not been independently verified. Such
information may be subject to inaccuracies due to data limitations or collection methods, and you
should carefully consider the weight placed on these statistics. In addition, market opportunity
estimates, including our ability to capture market share, are based on assumptions that involve
significant uncertainty and may not materialize as expected. Even if the markets grow as forecasted,
our business may not achieve similar growth due to competitive, operational and strategic risks.
Investors should read the entire Prospectus carefully and should not consider any particular
statements in this Prospectus or in published media reports without carefully considering the
risks and other information contained in this Prospectus.
The Global Offering is being made solely on the basis of the information and representations
contained in this Prospectus, which are true and accurate to the best of our knowledge and belief.
Any information not contained in this Prospectus should not be relied upon in making an investment
decision with respect to the securities being offered. Prior to the publication of this Prospectus,
there has been coverage in the media regarding us and the Global Offering, which may have
contained, among other things, certain financial information, projections, valuations and other
forward-looking information about us and the Global Offering. These sources may also have
conflicts of interest, and their opinions may not be independent or objective. The media’s coverage
of our Company and the Global Offering may be influenced by a wide range of factors, including
the bias of individual journalists, the preferences of media outlets, and the demand of advertisers.
RISK FACTORS
–5 0–


--- page 60 ---
Forward-looking statements contained in this Prospectus are subject to risks and
uncertainties.
This Prospectus contains certain statements and information that are forward-looking and uses
forward looking terminology such as “anticipate,” “believe,” “could,” “going forward,” “intend,”
“plan,” “project,” “seek,” “expect,” “may,” “ought to,” “should,” “would” or “will” and similar
expressions. Y ou are cautioned that reliance on any forward-looking statement involves risks and
uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result,
the forward-looking statements based on those assumptions could also be incorrect. In light of these
and other risks and uncertainties, the inclusion of forward-looking statements in this Prospectus
should not be regarded as representations or warranties by us that our plans and objectives will be
achieved, and these forward-looking statements should be considered in light of various important
factors, including those set forth in this section. Subject to the requirements of the Listing Rules,
we do not intend publicly to update or otherwise revise the forward-looking statements in this
Prospectus, whether as a result of new information, future events or otherwise. Accordingly, 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.
RISK FACTORS
–5 1–


--- page 61 ---
In preparation for the Listing, our Company has sought the following waivers from strict
compliance with relevant provisions of the Listing Rules and exemption from strict compliance with
the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
Rules Subject matter
Rules 8.12 and 19A.15 of the Listing Rules Management presence in Hong Kong
Rules 3.28 and 8.17 of the Listing Rules Appointment of joint company secretaries
Paragraph 26 of Appendix D1A to the
Listing Rules
Disclosure of particulars of alteration in share
capital
Paragraph 10 of Part I of the Third
Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance
Disclosure of particulars of convertible
bondholders
Rule 10.04 and Paragraph 1C(2) of
Appendix F1 to the Listing Rules
Allocation of H Shares to Existing Minority
Shareholders and their close associates
Paragraph 15(2)(c) of Appendix D1A to the
Listing Rules
Disclosure of Offer Price
Rules 4.04(2) and 4.04(4)(a) of the
Listing Rules
Post-Track Record Period acquisition
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
According to Rule 8.12 of the Listing Rules, a new applicant 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 our 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 of the Listing Rules may be waived
by having regard to, among other considerations, our arrangements for maintaining regular
communication with the Stock Exchange.
Our management headquarters, senior management, business operations and assets are
primarily based outside Hong Kong. Most of our executive Directors ordinarily reside in the PRC,
and they play very important roles in our Company’s business operations. It is in our best interests
for them to be based in places where our Group has significant operations. We consider it practically
difficult and commercially unreasonable for us to arrange for two executive Directors to ordinarily
reside in Hong Kong, either by means of relocation of our existing executive Directors or
appointment of additional executive Directors. Therefore, we do not have, and do not contemplate
to have, in the foreseeable future, sufficient management presence in Hong Kong for the purpose
of satisfying the requirements under Rule 8.12 of the Listing Rules.
As such, we have applied to the Stock Exchange for, and the Stock Exchange has granted us,
a waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the
following conditions:
(a) we have appointed Mr. Zhao Dongping (̻), our executive Director and president,
and Ms. Cheung Wing Sum ( ੵ጑ӎ)( “ Ms. Cheung ”) as our authorized representatives
(the “ Authorized Representatives ”) pursuant to Rule 3.05 of the Listing Rules. The
Authorized Representatives will act as our Company’s principal channel of
communication with the Hong Kong Stock Exchange, and will be readily contactable by
phone and email to promptly deal with inquiries from the Hong Kong Stock Exchange.
Ms. Cheung is situated and based in Hong Kong, and will be available to meet with the
Stock Exchange in Hong Kong within a reasonable time frame upon the request of the
Stock Exchange. Both of the Authorized Representatives will be readily contactable by
telephone, facsimile (if applicable) and email to deal promptly with enquiries from the
Stock Exchange. Our Company has provided contact details of the two Authorized
Representatives to the Stock Exchange and will inform the Stock Exchange promptly in
respect of any change in the Authorized Representatives;
W AIVERS AND EXEMPTION
–5 2–


--- page 62 ---
(b) when the Hong Kong Stock Exchange wishes to contact our Directors on any matter,
each of the Authorized Representatives will have all necessary means to contact all of
our Directors (including our independent non-executive Directors) and senior
management team promptly at all times. Our Company will also inform the Hong Kong
Stock Exchange promptly in respect of any changes in the Authorized Representatives.
We have provided the Hong Kong Stock Exchange with the contact details (i.e., mobile
phone number, office phone number, email address and fax number, if applicable) of all
Directors to facilitate communication with the Hong Kong Stock Exchange. Our
Directors will also provide the phone number of the place of his/her accommodation to
the Authorized Representatives in the event that any Director expects to travel or
otherwise be out of office;
(c) all Directors who do not ordinarily reside in Hong Kong possess or can apply for valid
travel documents to visit Hong Kong and can meet with the Hong Kong Stock Exchange
within a reasonable period of time;
(d) we have appointed Rainbow Capital (HK) Limited as our Compliance Adviser upon the
Listing pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the
Listing Date and ending on the date on which we comply with Rule 13.46 of the Listing
Rules in respect of our financial results for the first full financial year commencing after
the Listing Date. The Compliance Adviser will always have access to our Authorized
Representatives, Directors and members of our senior management, and will act as an
additional channel of communication with the Hong Kong Stock Exchange when the
Authorized Representatives are not available. The contact details of the Compliance
Adviser have been provided to the Hong Kong Stock Exchange;
(e) the Authorized Representatives, Directors and other officers of our Company 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. There will be adequate and
efficient means of communication between our Company, Authorized Representatives,
Directors and other officers of our Company and the Compliance Adviser, and, to the
extent reasonably practicable and legally permissible, we will keep the Compliance
Adviser informed of all communications and dealings between the Hong Kong Stock
Exchange and us. Meetings between the Hong Kong Stock Exchange and our Directors
can be arranged through our Authorized Representatives or the Compliance Adviser, or
directly with our Directors within a reasonable time frame. We will inform the Hong
Kong Stock Exchange as soon as practicable in respect of any change of Authorized
Representatives and/or the Compliance Adviser; and
(f) the Company has designated one of our employees as the communication officer at the
Company’s headquarters after the Listing who will be responsible for maintaining
day-to-day communication with the Authorized Representatives and the Company’s
professional advisers in Hong Kong, including our legal adviser in Hong Kong and the
Compliance Adviser, to keep abreast of any correspondence with and/or inquiries from
the Hong Kong Stock Exchange and report to the executive Directors to further facilitate
communication between the Hong Kong Stock Exchange and the Company.
W AIVER IN RESPECT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules and Chapter 3.10 of the Guide for New
Listing Applicants, a new applicant for listing on the Stock Exchange must appoint a company
secretary who, by virtue of his/her academic or professional qualifications or relevant experience,
is, in the opinion of the Stock Exchange, capable of discharging the functions of the company
secretary.
W AIVERS AND EXEMPTION
–5 3–


--- page 63 ---
Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the
following academic or professional qualifications to be acceptable: (a) a member of The Hong Kong
Chartered Governance Institute; (b) a solicitor or barrister as defined in the Legal Practitioners
Ordinance (Chapter 159 of the Laws of Hong Kong); and (c) a certified public accountant as defined
in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers
the following factors in assessing the “relevant experience” of the individual: (a) length of
employment with the issuer and other issuers and the roles he/she played; (b) familiarity with the
Listing Rules and other relevant laws and regulations including the Securities and Futures
Ordinance, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions)
Ordinance and the Takeovers Code; (c) relevant training taken and/or to be taken in addition to the
minimum requirement under Rule 3.29 of the Listing Rules; and (d) professional qualifications in
other jurisdictions.
Our Company has appointed Ms. Peng Wenting ( ు˖ణ)( “ Ms. Peng ”), our Board secretary,
as one of our joint company secretaries. The Company believes that it would be in the best interests
of the Company and the corporate governance of the Group to have as Ms. Peng as its joint company
secretary, who is responsible for overseeing information disclosure, corporate governance and
investor relations as well as Board related matters of the Company and has day-to-day knowledge
of the Company’s affairs. Ms. Peng has the nexus to the Board and close working relationship with
the management of the Company necessary to perform the function of a joint company secretary and
to take required actions in the most effective and efficient manner. However, Ms. Peng presently
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, we have appointed Ms.
Cheung, who is an associate member of both The Hong Kong Chartered Governance Institute and
The Chartered Governance Institute in the United Kingdom and 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 Ms. Peng for an initial period of three years from the Listing Date, to
enable Ms. Peng 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.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted
us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing
Rules such that Ms. Peng may be appointed as a joint company secretary of our Company.
The waiver is valid for an initial period of three years from the Listing Date, and is granted
on the condition that Ms. Cheung, as a joint company secretary of our Company, will work closely
with Ms. Peng to jointly discharge the duties and responsibilities as company secretaries and assist
Ms. Peng in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing
Rules. Ms. Cheung will also assist Ms. Peng in organizing Board meetings and Shareholders’
meetings of our Company as well as other matters of our Company which are incidental to the duties
of a company secretary. Ms. Cheung is expected to work closely with Ms. Peng and will maintain
regular contact with Ms. Peng, the Directors and the senior management of our Company. In
addition, Ms. Peng will comply with the annual professional training requirement under Rule 3.29
of the Listing Rules and will enhance her knowledge of the Listing Rules during the three-year
period from the Listing. Ms. Peng will also be assisted on matters concerning our Company’s
ongoing compliance with the Listing Rules and applicable laws and regulations by (a) the
Compliance Adviser, particularly in relation to compliance with the Listing Rules; and (b) the Hong
Kong legal advisers of our Company.
Pursuant to Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be revoked
immediately if Ms. Cheung ceases to provide assistance to Ms. Peng as a joint company secretary
for the three-year period after the Listing Date or where there are material breaches of the Listing
Rules by our Company.
W AIVERS AND EXEMPTION
–5 4–


--- page 64 ---
Prior to the expiration of the initial three-year period, the qualifications and experience of Ms.
Peng will be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and
8.17 of the Listing Rules can be satisfied and whether the need for ongoing assistance will continue.
We will demonstrate and seek the Stock Exchange’s confirmation that Ms. Peng, having benefited
from the assistance of Ms. Cheung for the preceding three years, will have acquired the skills
necessary to carry out the duties of company secretary and the relevant experience within the
meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
W AIVER IN RESPECT OF ALTERATION IN SHARE CAPITAL
Paragraph 26 of Appendix D1A to the Listing Rules requires disclosure of the particulars of
any alterations in the capital of any member of the Group within the two years immediately
preceding the issue of this Prospectus.
As of the Latest Practicable Date, we have over 60 subsidiaries in total. It would be unduly
burdensome for us to disclose the required information in respect of each of our subsidiaries, as our
Company would have to incur additional costs and devote significant resources to compiling and
verifying the relevant information for such disclosure, which would not be material nor meaningful
to investors.
We have identified eight subsidiaries (collectively, the “ Major Subsidiaries ” and each a
“Major Subsidiary ”) that we consider to be material to our operations and/or to have contributed
significantly to our financial performance during the Track Record Period. These Major
Subsidiaries were identified based on various factors, including their significance from business
lines, geographical presence and financial contribution perspectives. By way of illustration, without
eliminating intra-Group transactions, the Major Subsidiaries have, in aggregate, accounted for (i)
83.20%, 79.18% and 74.29% of our revenue and 32.53%, 20.20% and 32.60% of our net profits for
each of the years ended December 31, 2023, 2024 and 2025, respectively; and (ii) 49.89%, 46.09%
and 45.88% of our total assets as at December 31, 2023, 2024 and 2025, respectively.
None of the other subsidiaries of our Company that are not Major Subsidiaries have
individually contributed 5% or more of our Group’s revenue or net profits for each and every year
within the Track Record Period, or 5% or more of our Group’s total assets as of December 31, 2023,
2024 and 2025, nor hold any assets, intellectual property rights, proprietary technologies or licenses
and permits that are considered by the Directors to be material to the Group’s business and
operations. Accordingly, the remaining subsidiaries which are not Major Subsidiaries of our Group
are relatively insignificant to the overall results of our Group, and the non-disclosure of information
about them would not prejudice the interests of our Shareholders and potential investors. Rather, the
disclosure of the required information under the Listing Rules in respect of our Company and the
Major Subsidiaries already provide sufficient information that is reasonably necessary for potential
investors to make an informed assessment of the activities, assets and liabilities, financial position,
management and prospects of our Group, its profits and losses and the rights attaching to the
securities for which listing is sought, as required under Rule 11.07 of the Listing Rules.
We have disclosed the particulars of the changes in share capital of our Company and the
Major Subsidiaries in the sections headed “Statutory and General Information — Further
Information About Our Company — Changes in Share Capital of Our Company” and “Statutory and
General Information — Further Information About Our Company — Changes in Share Capital of
Our Major Subsidiaries”, respectively, in Appendix IV to this Prospectus.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver
from strict compliance with the requirements under paragraph 26 of Appendix D1A to the Listing
Rules, in respect of disclosing the particulars of any alteration in the capital of any member of our
Group within the two years immediately preceding the issue of this Prospectus.
W AIVERS AND EXEMPTION
–5 5–


--- page 65 ---
EXEMPTION IN RELATION TO THE DISCLOSURE OF CONVERTIBLE
BONDHOLDERS
Paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance requires our Company to set out in the Prospectus, among
other things, details of the number, description and amount of any of its shares or debentures which
any person has, or is entitled to be given, an option to subscribe for, together with the certain
particulars of the option, namely the period during which it is exercisable, the price to be paid for
shares or debentures subscribed for under it, the consideration given or to be given (if any) and the
names and addresses of the persons to whom it or the right to it was given.
In 2025, we issued RMB1,104,820,000 as the 2025 Convertible Bonds to a large number of
public investors that we believe are mostly Independent Third Parties. The 2025 Convertible Bonds
were listed on the ChiNext Market of the Shenzhen Stock Exchange (bond code: 123257). For
details, see the section headed “History, Development and Corporate Structure — Corporate
Development and Major Changes in Share Capital and Shareholdings — Issuance of 2025
Convertible Bonds”.
To our knowledge, (a) financial institutions, including broker-dealers, may hold and trade the
2025 Convertible Bonds through participant accounts with clearing agencies; (b) ultimate
bondholders that do not have these accounts typically hold and trade the 2025 Convertible Bonds
in the names of their brokers through their brokers’ participant accounts with the clearing agencies;
(c) the 2025 Convertible Bonds are frequently traded among investors and hence the identities of
the ultimate bondholders may change constantly; and (d) the trustee does not have information on
the identities of the ultimate bondholders and at most, would only be able to ascertain the identities
of the participants/brokers through which the 2025 Convertible Bonds are traded.
We have applied for, and the SFC has granted, a certificate of exemption from strict
compliance with the requirements under paragraph 10 of Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, to the extent not strictly met by
the disclosure in this Prospectus on the following basis:
(a) since the identities of the ultimate bondholders are practically unavailable and given the
expected frequent changes of the identities of the ultimate bondholders, it would be
practically impossible for us to disclose the names and addresses of all such ultimate
bondholders which are Independent Third Parties in this Prospectus. This disclosure,
even if it can be made, would also not provide meaningful information to the potential
investors of our Company;
(b) strict compliance with the applicable disclosure requirements under paragraph 10 of Part
I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance for each ultimate bondholder on an individual basis (including the disclosure
of names and addresses of all bondholders) in this Prospectus will be unduly burdensome
on us in light of the practical impossibility in identifying the ultimate bondholders and
the potentially significant increase in cost and time for information compilation,
prospectus preparation and printing;
(c) material information relating to the 2025 Convertible Bonds has been disclosed in the
section headed “History, Development and Corporate Structure — Corporate
Development and Major Changes in Share Capital and Shareholdings — Issuance of
2025 Convertible Bonds”, including but not limited to the aggregate principal amount,
the maturity date, the annual coupon rate, the conversion mechanism including the
conversion price, conversion rate and adjustment, the maximum number of A Shares
which may be issued upon conversion of all the outstanding 2025 Convertible Bonds and
the potential dilution effect upon full conversion of the 2025 Convertible Bonds, and the
Company’s right to redeem the 2025 Convertible Bonds;
W AIVERS AND EXEMPTION
–5 6–


--- page 66 ---
(d) material information regarding the bondholders of the 2025 Convertible Bonds who are
our Directors, senior management and connected persons has been disclosed in the
section headed “History, Development and Corporate Structure — Corporate
Development and Major Changes in Share Capital and Shareholdings — Issuance of
2025 Convertible Bonds”, including but not limited to the identities and addresses of the
bondholders who are our Directors, senior management and connected persons (if any),
the principal amount underlying the outstanding 2025 Convertible Bonds held by such
persons, the conversion price, conversion rate and conversion period of the 2025
Convertible Bonds, the maximum number of A Shares which may be issued upon
conversion of the outstanding 2025 Convertible Bonds held by such persons, and the
potential dilution effect upon full conversion of the 2025 Convertible Bonds held by
such persons. Accordingly, along with the disclosures made in (c) above, information
that should be reasonably necessary for potential investors to make an informed
assessment of our Company in their investment decision process has been included in
this Prospectus; and
(e) non-compliance with the abovementioned disclosure requirements under paragraph 10
of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance would not prevent us from providing potential investors with an
informed assessment of the activities, assets, liabilities, financial position, management
and prospects of our Company and would not prejudice the interests of the investing
public.
We confirm that all information necessary for the public to make an informed assessment of
the business, assets and liabilities, financial position, trading position, management and prospects
of the Group has been disclosed in this Prospectus, and that, as such, the granting of the exemption
from strict compliance with the relevant content requirements under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance will not prejudice the interests of the investing public.
The SFC has granted an exemption referred to above on the following conditions:
(a) with respect to the 2025 Convertible Bonds issued by our Company, the following
details are fully disclosed in this Prospectus: the total principal amount of the 2025
Convertible Bonds; the maximum number of A Shares to be converted from the 2025
Convertible Bonds; the conversion price, conversion rate and conversion period of the
2025 Convertible Bonds; and the potential dilution effect upon full conversion of the
2025 Convertible Bonds issued;
(b) on an individual basis, full details of the outstanding 2025 Convertible Bonds issued to
the Directors, senior management and connected persons of our Company (if any) are
disclosed in this Prospectus, including: the names and addresses of the bondholders who
are the Directors, senior management and connected persons of our Company; the
principal amount underlying the outstanding 2025 Convertible Bonds held by such
persons; the conversion price, conversion rate and conversion period of the 2025
Convertible Bonds; the maximum number of A Shares which may be issued upon
conversion of the outstanding 2025 Convertible Bonds held by such persons; and the
percentage of our Company’s total issued share capital represented by such number of
A Shares as of the Latest Practicable Date and upon Listing;
(c) the particulars of such exemption are set out in this Prospectus; and
(d) this Prospectus be issued on or before Tuesday, June 23, 2026.
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND THEIR
CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of the
issuer may only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of the issuer either in his or its own name or through nominees if the
conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. It is provided in Rule
W AIVERS AND EXEMPTION
–5 7–


--- page 67 ---
10.03(1) of the Listing Rules that no securities may be offered to existing shareholders on a
preferential basis and no preferential treatment may be given to them in the allocation of the
securities; and in Rule 10.03(2) that the minimum prescribed percentage of public shareholders
required by Rule 8.08(1) must be achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to the existing shareholders of the applicant or their close associates, whether in their own
names or through nominees, in the Global Offering unless the conditions set out in Rules 10.03 and
10.04 of the Listing Rules are fulfilled.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will
consider giving consent and granting waiver from Rule 10.04 of the Listing Rules to an applicant’s
existing shareholders or their close associates to participate in an initial public offering if any actual
or perceived preferential treatment arising from their ability to influence the applicant during the
allocation process can be addressed.
Prior to the Listing, our Company’s share capital comprises entirely A Shares listed on the
Shenzhen Stock Exchange. We have a large and widely dispersed public A Share shareholder base.
We have applied for, and the Stock Exchange has granted to us, a waiver from strict
compliance with the requirements under Rule 10.04 and consent under Paragraph 1C(2) of
Appendix F1 to the Listing Rules to permit H Shares in the International Offering to be placed to
certain existing minority A Share shareholders who (i) hold less than 5% of the voting rights in our
Company prior to the completion of the Global Offering and (ii) are not and will not become (upon
the completion of the Global Offering) core connected persons of our Company or the close
associates of any such core connected person (together, the “ Existing Minority Shareholders ”)
and/or their close associates, subject to the conditions as follows:
(i) the Joint Sponsors confirm that each Existing Minority Shareholder to whom our
Company may allocate the H Shares in the International Offering holds less than 5% of
the voting rights in our Company before Listing;
(ii) the Joint Sponsors confirm that each Existing Minority Shareholder is not, and will not
be, a core connected person of our Company or any close associate of any such core
connected person immediately prior to or following the Global Offering;
(iii) the Joint Sponsors confirm that none of the Existing Minority Shareholders has the right
to appoint a Director and/or have any other special rights;
(iv) the Joint Sponsors confirm that allocation to the Existing Minority Shareholders or its
close associates will not affect our ability to satisfy the public float requirement as
prescribed by the Stock Exchange under Rule 8.08 (as amended and replaced by Rule
19A.13A) of the Listing Rules or otherwise approved by the Stock Exchange;
(v) the Joint Sponsors confirm to the Stock Exchange in writing that based on (i) their
discussions with our Company and the Overall Coordinators; and (ii) the confirmations
provided to the Stock Exchange by our Company and the Overall Coordinators
(confirmations (vi) and (vii) mentioned below), and to the best of its knowledge and
belief, it has no reason to believe that any of the Existing Minority Shareholders or its
close associates received any preferential treatment, or is in a position to exert influence
on our Company to obtain actual or perceived preferential treatment in the allocation
either as a cornerstone investor or as a placee by virtue of its relationship with our
Company other than the preferential treatment of assured entitlement under a
cornerstone investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants, and details of the allocation to the Existing Minority
Shareholders holding more than 1% of the issued share capital of the Company
immediately prior to the completion of the Global Offering will be disclosed in this
prospectus and/or the allotment results announcement, as the case may be;
W AIVERS AND EXEMPTION
–5 8–


--- page 68 ---
(vi) to the best knowledge and belief of our Company, and based on discussions between our
Company and the Overall Coordinators and confirmations required to be submitted to
the Stock Exchange by the Joint Sponsors, our Company will confirm to the Stock
Exchange in writing that:
a. in the case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to the Existing Minority Shareholders or their close
associates by virtue of their relationship with our Company, other than the
preferential treatment of assured entitlement under a cornerstone investment
following the principles set out in Chapter 4.15 of the Guide for New Listing
Applicants, nor is the Existing Minority Shareholder in a position to exert
influence on the Company to obtain actual or perceived preferential treatment, and
the Existing Minority Shareholders or their close associates’ cornerstone
investment agreements do not contain any material terms which are more favorable
to the Existing Minority Shareholders or their close associates than those in other
cornerstone investment agreements; or
b. in the case of participation as placees, no preferential treatment has been, nor will
be, given to the Existing Minority Shareholders or their close associates, nor is the
Existing Minority Shareholder in a position to exert influence on the Company to
obtain actual or perceived preferential treatment, by virtue of their relationship
with our Company in any allocation in the placing tranche;
(vii) in the case of participation as placees, the Overall Coordinators will confirm to the Stock
Exchange that, to the best of its knowledge and belief, no preferential treatment has
been, nor will be, given to the Existing Minority Shareholders or their close associates
by virtue of their relationship with our Company in any allocation in the placing tranche.
Allocation to the Existing Minority Shareholders and/or their close associates will not be
disclosed in this prospectus or the allotment results announcement of our Company (other than to
the extent that such Existing Minority Shareholders or close associates subscribe for shares as
cornerstone investors or that such Existing Minority Shareholders shall hold more than 1% of the
issued share capital of the Company immediately prior to the completion of the Global Offering)
as our Company believes that it would be unduly burdensome for us to disclose such information
given that (i) there is no requirement to disclose interests under the PRC laws unless such person
is an owner of more than 5% of the issued share capital of our Company, the directors or senior
management of our Company or top 10 Shareholders of our Company, and (ii) The Hong Kong
Securities Clearing Company Limited, as trustee, holds A Shares on behalf of investors in Hong
Kong and overseas pursuant to the rules and limits of Shenzhen-Hong Kong Stock Connect and our
Company is unable to identify Shareholders who hold A Shares through the Shenzhen-Hong Kong
Stock Connect.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or offer
price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of the Guide,
the Stock Exchange also allows an indicative offer price range to be included in the prospectus, as
an alternative to the disclosure of a fixed offer price.
We have applied for, and the Stock Exchange has granted to us, a waiver from strict
compliance with paragraph 15(2)(c) of Appendix D1A to the Listing Rules so that the Company will
only disclose the maximum Offer Price in the Prospectus on the below basis:
W AIVERS AND EXEMPTION
–5 9–


--- page 69 ---
(a) the Offer Price will be determined with reference to, among other factors, the closing
price of the Company’s A Shares on the ChiNext Market of the Shenzhen Stock
Exchange on the last trading day on or before the Price Determination Date. Our
Company is unable to control the trading price of our A Shares on the ChiNext Market
of the Shenzhen Stock Exchange;
(b) setting a fixed offer price or an offer price range with a low-end may adversely affect
our ability to price our H Shares in the best interests of our Shareholders and the market
price of the A Shares and the Hong Kong Offer Shares;
(c) pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, the amount payable on application and
allotment on each share, and the price to be paid for shares subscribed for, shall be
specified in the Prospectus, respectively. Disclosure of a maximum offer price complies
with the requirements prescribed under paragraphs 9 and 10(b) of Part I of the Third
Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance by
providing a clear indication of the maximum subscription consideration a potential
investor shall pay for the Offer Shares; and
(d) a maximum Offer Price will be disclosed in this Prospectus. This alternative disclosure
approach would not prejudice the interests of the investing public in Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that the Prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the ChiNext
Market of the Shenzhen Stock Exchange during the Track Record Period and up to the
Latest Practicable Date;
(d) the determinants of the final Offer Price; and
(e) the source for investors to access the latest market price of the Company’s A Shares.
See “Structure of the Global Offering — Pricing and Allocation” in this Prospectus for the
historical prices of our A Shares and trading volume on the ChiNext Market of the Shenzhen Stock
Exchange.
W AIVER IN RESPECT OF POST-TRACK RECORD PERIOD ACQUISITION
Pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing Rules, the accountants’ report to be
included in a listing document is required to include the results and balance sheet of any business
or subsidiary acquired, agreed to be acquired or proposed to be acquired since the date to which the
latest audited accounts of the issuer have been made up in respect of each of the three financial
years immediately preceding the issue of this Prospectus.
Pursuant to Rule 4.02A of the Listing Rules, acquisitions of business include acquisitions of
associates and any equity interest in another company. Pursuant to Note 4 to Rule 4.04 of the Listing
Rules, the Stock Exchange may consider granting a waiver from strict compliance with Rules
4.04(2) and 4.04(4) of the Listing Rules on a case-by-case basis, and having regard to all relevant
facts and circumstances and subject to certain conditions as set out thereunder.
W AIVERS AND EXEMPTION
–6 0–


--- page 70 ---
Target Investment in SolarCan
On January 27, 2026, our wholly-owned subsidiary, Anker Innovations Limited (“ Anker
HK”), entered into a share purchase agreement with, among others, SolarCan GmbH (“ SolarCan ”)
and other existing shareholders of SolarCan, pursuant to which SolarCan agreed to issue and Anker
HK agreed to subscribe for 6,250 series angel preferred shares at a consideration of 1 million euros
(the “ Target Investment ”). Such consideration was determined after arm’s length negotiations with
reference to factors including (i) market conditions in the energy solutions industry, being the sector
in which SolarCan operates, (ii) a mutually agreed valuation between the parties, (iii) the financial
conditions of SolarCan, and (iv) the stage of development and business prospects of SolarCan. The
consideration for the Target Investment was fully settled with the Company’s internal funds in April
2026. To the best of the information, knowledge and belief of our Directors having made all
reasonable enquiries, each counterparty and the ultimate beneficial owners of such counterparty in
respect of the Target Investment is an Independent Third Party.
SolarCan is a limited liability company incorporated in Germany which is a renewable energy
service provider. Upon completion of the Target Investment, Anker HK is expected to hold 20.00%
equity interests in the SolarCan; SolarCan will not be consolidated into our Group.
Reasons and benefits of the Target Investment
The Company believes that the Target Investment will contribute to our overseas business
synergy, supporting our long-term business development through cooperation with our business
partners. Our Directors consider that the Target Investment has been entered into on normal
commercial terms which are fair and reasonable, and is in the interests of our Company and the
Shareholders as a whole.
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a
waiver from strict compliance with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules in respect of
the Target Investment on the following grounds:
(a) The requested waiver would not prejudice the interests of the investing public in our
Company.
(i) The scale of the business operated by SolarCan, compared to that of the Group, is not
material. Under Rule 14.04(9) of the Listing Rules, all the applicable percentage ratios
under Rule 14.07 of the Listing Rules in relation to the Target Investment are below 5%
by reference to the most recent fiscal year of the Track Record Period. We consider the
Target Investment to be immaterial in the context of our Company’s operations as a
whole and therefore a waiver from strict compliance with Rules 4.04(2) and 4.04(4) of
the Listing Rules will not affect potential investors’ assessment of our business and
future prospects when considering an investment in our Company.
(ii) Based on the equity interests in SolarCan held by our Group as a result of the Target
Investment, our Group has not been and will not be able to exercise control over
SolarCan at its board or shareholders’ level. The equity interest in SolarCan held by our
Group has been and will continue to be accounted for as an investment in an associate
and the financials of SolarCan will not be consolidated into the financials of our Group.
(iii) The Target Investment will not result in any material change to the financial position of
our Group since the end of the Track Record Period, and all information that is
reasonably necessary for the potential investors to make an informed assessment of our
Company’s activities or financial position has been included in this Prospectus.
W AIVERS AND EXEMPTION
–6 1–


--- page 71 ---
(b) It would be impracticable and unduly burdensome to reproduce historical financial
information for strict compliance with Rules 4.04(2) and 4.04(4)(a) of the Listing Rules.
(i) As a minority shareholder, we will not control SolarCan upon the completion of the
Target Investment, hence we are unable to receive, let alone provide our reporting
accountants with, full access to its financial records. In addition, it would require
considerable time and resources for our Company to become fully familiarized with the
management accounting policies of SolarCan and compile the necessary financial
information and supporting documents for disclosure in this Prospectus in accordance
with the Listing Rules, or for the reporting accountants to perform their audit work in
accordance with the applicable requirements. As such, we believe that it would be
impractical and unduly burdensome for us to disclose the audited financial information
of SolarCan as required under Rules 4.04(2) and 4.04(4)(a) of the Listing Rules.
(ii) In addition, having considered the Target Investment to be immaterial and that the
Company does not expect the Target Investment to have any material effect on its
business, financial condition or operations, our Company believes that it would not be
meaningful and would be unduly burdensome for us to prepare and include the financial
information of SolarCan during the Track Record Period in this Prospectus. As our
Company does not expect the Investments to result in any material changes to its
financial position after the Track Record Period, we do not believe the non-disclosure of
the required information pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing Rules
would prejudice the interests of the investors.
(c) Alternative information has been provided in this Prospectus.
(i) The Company has provided alternative information about the Target Investment in this
Prospectus, including information which would be required to be disclosed for a
notifiable transaction under Chapter 14 of the Listing Rules and that the Directors
consider to be material, including, for example, descriptions of SolarCan’s principal
business activity, the consideration for the Target Investment, and a statement as to
whether each counterparty and the ultimate beneficial owners of such counterparty in
respect of the Target Investment is an Independent Third Party. Since the relevant
percentage ratios of the Target Investment are less than 5% by reference to the most
recent fiscal year of our Track Record Period, the current disclosure is adequate for
potential investors to form an informed assessment of the Company. The Company will
not use any proceeds from the Listing to fund the Target Investment.
W AIVERS AND EXEMPTION
–6 2–


--- page 72 ---
DIRECTORS’ RESPONSIBILITY STATEMENT
This Prospectus, for which the Directors 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 with regard to us. 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
The Company has completed the filing procedures with CSRC for the listing of our H Shares
on the Stock Exchange and the Global Offering.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This Prospectus is published solely in connection with the Hong Kong Public Offering. For
applications under the Hong Kong Public Offering, this Prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of 4,663,300 H Shares initially offered and the International Offering of 41,969,500
H Shares initially offered (subject, in each case, to re-allocation on the basis under the section
headed “Structure of the Global Offering” and any exercise of the Offer Size Adjustment Option).
Details of the arrangements relating to the Over-allotment Option, the Offer Size Adjustment Option
and stabilization are set forth in the section headed “Structure of the Global Offering”.
The listing of our H Shares on the Hong Kong Stock Exchange is sponsored by the Joint
Sponsors. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is
underwritten by the Hong Kong Underwriters on a conditional basis, with one of the conditions
being that the Offer Price is agreed between the Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) and us. The International Underwriting Agreement is expected to
be entered into on or about the Price Determination Date, subject to determination of the pricing
of the H Shares and agreement on the Offer Price between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and us. For details of the Underwriters and the underwriting
arrangements, see the section headed “Underwriting” in this Prospectus.
The H 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 our Company, the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Underwriters, the Capital Market Intermediaries, any of their respective
directors, agents, employees or advisers or any other party involved in the Global Offering.
Neither the delivery of this Prospectus nor any subscription or acquisition made under it shall,
under any circumstances, create any implication that there has been no change in our affairs since
the date of this Prospectus or that the information in this Prospectus is correct as at any subsequent
time.
For details of the structure of the Global Offering, including its conditions, see the section
headed “Structure of the Global Offering”. For the procedures for applying for our H Shares, see
“How to Apply for the Hong Kong Offer Shares” in this Prospectus. For details of the arrangements
relating to the Over-allotment Option, the Offer Size Adjustment Option and stabilization, see
“Structure of the Global Offering”.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 3–


--- page 73 ---
DETERMINATION OF THE OFFER PRICE
The H Shares are being offered at the Offer Price which will be determined by the Overall
Coordinators (for themselves and on behalf of the Underwriters) and us on or before Monday, June
29, 2026 or such later date as may be agreed upon between the Overall Coordinators (for themselves
and on behalf of the Underwriters) and us, and in any event no later than 12:00 noon on Monday,
June 29, 2026. If the Overall Coordinators (for themselves and on behalf of the Underwriters) and
our Company are unable to reach an agreement on the Offer Price on such date, the Global Offering
will not proceed.
INFORMATION ABOUT THIS PROSPECTUS
Y ou should rely only on the information contained in this Prospectus to make your investment
decision. 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 made in this Prospectus must
not be relied on by you as having been authorized by us, the Overall Coordinators, the Joint
Sponsors, any of the Underwriters, any of our or their respective directors, officers or
representatives or any other person involved in the Global Offering. Neither the delivery of this
Prospectus nor any offering, sale or delivery made in connection with the H Shares should, under
any circumstances, constitute a representation that there has been no change or development
reasonably likely to involve a change in our affairs since the date of this Prospectus or imply that
the information contained in this Prospectus is correct as of any date subsequent to the date of this
Prospectus.
This Prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
Prospectus sets out the terms and conditions of the Hong Kong Public Offering.
RESTRICTIONS ON OFFER AND SALE OF THE H SHARES
Each person acquiring the H Shares under the Hong Kong Public Offering will be required to,
or be deemed by his acquisition of the H Shares to, confirm that he is aware of the restrictions on
offers of the H Shares described in this Prospectus.
No action has been taken to permit a public offering of the H Shares or the general distribution
of this Prospectus in any jurisdiction other than in Hong Kong. Accordingly, this Prospectus may
not be used for the purposes of, and does not constitute, an offer or invitation in any jurisdiction
or in any circumstances in which such an offer or invitation is not authorized or to any person to
whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the
offering 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 and pursuant to
registration with or authorization by the relevant securities regulatory authorities or an exemption
therefrom.
COMMENCEMENT OF DEALING IN THE H SHARES
Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00
a.m. on Thursday, July 2, 2026. The H Shares will be traded in board lots of 100 H Shares each.
The stock code of the H Shares will be 00668.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE
We have applied to the Listing Committee 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/or the Over-allotment Option).
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 4–


--- page 74 ---
Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, if the permission for the H Shares to be listed on the Hong Kong Stock Exchange
pursuant to this Prospectus has been refused before the expiration of three weeks from the date of
the closing of the Global Offering or such longer period not exceeding six weeks as may, within the
said three weeks, be notified to us by or on behalf of the Hong Kong Stock Exchange, then any
allotment made on an application in pursuance of this Prospectus shall, whenever made, be void.
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 (including any
H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the Offer
Size Adjustment Option) on the Hong Kong 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 Listing Date or on any other
date as determined by HKSCC. Settlement of transactions between participants of the Hong Kong
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 for the H Shares to be admitted into CCASS.
Investors should seek the advice of their stockbroker or other professional adviser for details of
those settlement arrangements and how such arrangements will affect their rights and interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in the section headed
“How to Apply for the Hong Kong Offer Shares” in this Prospectus.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the Offer Shares will be registered on the H Share register of members of the Company
maintained by our H Share Registrar, Computershare Hong Kong Investor Services Limited, in
Hong Kong. Our register of members will also be maintained by us at our legal address in China.
Dealings in the H Shares registered on the H Share register of members of the Company in
Hong Kong will be subject to Hong Kong stamp duty.
Unless determined otherwise by the Company, dividends payable in respect of our H Shares
will be paid to the Shareholders listed on the H Share register of members of our Company in Hong
Kong, by ordinary post, at the Shareholders’ risk, to the registered address of each Shareholder of
the Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, the H Shares or
exercising any rights attaching to the H Shares. We emphasize that none of our Company, the
Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors, the
Underwriters, any of our or their respective directors, officers or representatives or any other person
involved in the Global Offering accepts responsibility for any tax effects or liabilities resulting from
your subscription, purchase, holding or disposing of, or dealing in, the H Shares or your exercise
of any rights attaching to the H Shares.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 5–


--- page 75 ---
EXCHANGE RATE CONVERSION
Unless otherwise specified, this Prospectus contains certain translations of U.S. dollars into
Hong Kong dollars, of Renminbi into Hong Kong dollars, and of U.S. dollars into Renminbi for
convenience at the following rates:
US$1.00: HK$7.8353
RMB0.8693: HK$1.00
US$1.00: RMB6.8109
No estimation is made that any amounts in HK$, RMB or US$ can be or could have been
converted at the relevant dates at the above rates or any other rates at all.
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. For ease of reference, the names of Chinese laws and regulations, governmental authorities,
institutions, natural persons or other entities (including our subsidiaries) have been included in this
Prospectus in both the Chinese and English languages. English translations of company names and
other terms from the Chinese language are provided for identification purposes only. If there is any
inconsistency between the names of any of the entities mentioned in this English Prospectus which
are not in the English language and their English translations, the names in their respective original
languages shall prevail.
ROUNDING
Certain amounts and percentage figures included in this Prospectus 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.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–6 6–


--- page 76 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Y ang Meng
(ජ഼)
302, Building R, Chunshuian Phase IV
No. 1 Xiangshan Middle Street
Nanshan District, Shenzhen City
Guangdong Province, PRC
Chinese
Mr. Zhao Dongping
(̻)
Flat E, G/F, Block E, Splendour Villa
No. 10 South Bay Road
Repulse Bay, Hong Kong
Chinese (Hong
Kong)
Mr. Zhu Fanghao
(ख)
4-10A, Building 1, Junfeng Lishe Garden
No. 43 Longzhu 7th Road
Nanshan District, Shenzhen City
Guangdong Province, PRC
Chinese
Mr. Xiong Kang
(ဤੰ)
1-3/F, No. 32, Lane 390
Huapeng Road, Pudong New District
Shanghai, PRC
Chinese
Non-executive
Directors
Mr. Zhang Shanfeng
(ࢤ)
A-47C, Donghai International Apartment
No. 7888 Shennan Avenue
Futian District, Shenzhen City
Guangdong Province, PRC
Chinese
Mr. Lian Meng
(ஹ഼)
Room 6C, No. 94 Tianrun Road, Shipai Street
Tianhe District, Guangzhou City
Guangdong Province, PRC
Chinese
Independent Non-executive Directors
Mr. Li Congliang
(ڥ)
1/F, Y ee Fat Building, No. 51 Sai Street
Sheung Wan, Hong Kong
Chinese (Hong
Kong)
Ms. Yi Xuan
(͖)
Room 506, Sunshine 100 International
New City Phase II, Y uelu District
Changsha City
Hunan Province, PRC
Chinese
Mr. Han Xi
(ᒵᘙ)
16-2-602 Y unhui City
Y uhang District, Hangzhou City
Zhejiang Province, PRC
Chinese
See the section headed “Directors and Senior Management” in this Prospectus for further
details of our Directors.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 7–


--- page 77 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
J.P. Morgan Securities (Far East) Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Sponsor-Overall Coordinators, Overall
Coordinators, Joint Global Coordinators,
Joint Bookrunners,
Joint Lead Managers and Capital Market
Intermediaries
(in alphabetical order)
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road Central
Hong Kong
Legal advisers to our Company As to Hong Kong and United States laws:
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
As to PRC and PRC data compliance laws:
Haiwen & Partners
2605, Jing An Kerry Centre Tower 1
1515 Nanjing West Road
Shanghai
PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 8–


--- page 78 ---
As to UAE laws:
Winson Partners and Legal Consultants
Office 1002, 10th Floor
The H Dubai Office Tower, Sheikh Zayed
Road
Dubai
United Arab Emirates
As to applicable state and federal laws of the
United States in relation to legal due diligence
on two U.S. subsidiaries’ business operations
in the United States:
Shanze Partners PLLC
701 5th Avenue
Suite 4200
Seattle
W A 98104
As to UK laws:
Addleshaw Goddard LLP
Cornerstone
107 West Regent Street
Glasgow
G2 2BA
United Kingdom
As to Japan laws:
TMI Associates
23rd Floor, Roppongi Hills Mori Tower
6-10-1 Roppongi
Minato-ku
Tokyo 106-6123
Japan
As to Hong Kong regulatory matters:
Li & Partners
22nd Floor, World-Wide House
19 Des V oeux Road Central
Hong Kong
As to U.S. sanctions, U.S. export controls and
U.S. customs duties and tariffs:
Jacobson Burton Kelley PLLC
1725 I Street, NW
Suite 300
Washington, DC 20006
USA
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–6 9–


--- page 79 ---
Legal advisers to the Joint Sponsors
and the Underwriters
As to Hong Kong and United States laws:
Linklaters
11th Floor, Alexandra House
Chater Road
Central
Hong Kong
As to PRC laws:
Commerce & Finance Law Offices
10/F, Jing An Kerry Centre Tower 1
1515 Nanjing West Road
Shanghai
PRC
Reporting Accountants KPMG
Certified Public Accountants
Public Interest Entity Auditor registered in
accordance with the Accounting and Financial
Reporting Council Ordinance
(Chapter 588 of the Laws of Hong Kong)
8th Floor, Prince’s Building
10 Chater Road, Central, Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Room 2504
Wheelock Square
1717 Nanjing West Road
Shanghai
PRC
Compliance Adviser Rainbow Capital (HK) Limited
Room 710, 7/F, Wing On House
71 Des V oeux Road Central
Central
Hong Kong
Receiving Bank Industrial and Commercial Bank of China
(Asia) Limited
33/F., ICBC Tower, 3 Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–7 0–


--- page 80 ---
Registered Office, Headquarters and
Principal Place of Business in the PRC
Room 701, 7th Floor
Building 7, Phase I
Changsha Zhongdian Software Park Co., Ltd.
No. 39 Jianshan Road
Changsha National Hi-Tech Industrial
Development Zone
Hunan Province
PRC
Principal Place of Business in Hong Kong Room 56, 8th Floor
Admiralty Centre Tower 2
18 Harcourt Road
Admiralty
Hong Kong
Company’s Website www.anker.com
(Note: the information contained on this
website does not form part of this Prospectus)
Joint Company Secretaries Ms. Peng Wenting ( ు˖ణ)
Building 1, Runzhi R&D Center
Xuehua Science and Technology Innovation
City
Xin’an Sub-district, Bao’an District
Shenzhen City
Guangdong Province
PRC
Ms. Cheung Wing Sum ( ੵ጑ӎ)
(ACG, HKACG)
46/F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Authorized Representatives Mr. Zhao Dongping (̻)
Flat E, G/F, Block E, Splendour Villa
No. 10 South Bay Road
Repulse Bay, Hong Kong
Ms. Cheung Wing Sum ( ੵ጑ӎ)
46/F, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
CORPORATE INFORMATION
–7 1–


--- page 81 ---
Audit Committee Ms. Yi Xuan (͖) (chairperson)
Mr. Li Congliang (ڥ)
Mr. Han Xi ( ᒵᘙ)
Remuneration and Appraisal Committee Mr. Li Congliang (ڥ)chairperson)
Mr. Zhang Shanfeng (ࢤ)
Ms. Yi Xuan (͖)
Nomination Committee Mr. Han Xi ( ᒵᘙ) (chairperson)
Mr. Y ang Meng ( ජ഼)
Ms. Yi Xuan (͖)
Strategy Committee Mr. Y ang Meng ( ජ഼) (chairperson)
Mr. Zhao Dongping (̻)
Mr. Han Xi ( ᒵᘙ)
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 Banks Standard Chartered Bank (China) Co., Ltd.
Shenzhen Branch
11/F, 12/F, 14/F, Tower A, KK100
No. 5016 Shennan East Road
Luohu District, Shenzhen
Guangdong Province
PRC
Citibank (China) Co., Ltd.
Shenzhen Branch
36/F, Duty-Free Business Building
No. 6, 1st Fuhua Road
Futian District, Shenzhen
Guangdong Province
PRC
Industrial and Commercial
Bank of China Limited
Changsha Jinpeng Branch
No. 56 Yinshuang Road
Y uelu District, Changsha
Hunan Province
PRC
Industrial Bank Co., Ltd.
Changsha Branch
Xingye Building, No. 567 Furong Middle Road
Y uhua District, Changsha
Hunan Province
PRC
CORPORATE INFORMATION
–7 2–


--- page 82 ---
The information and statistics set out in this section and other sections of this
Prospectus were extracted from the report prepared by Frost & Sullivan, which was
commissioned by us, and from various official government publications and other publicly
available publications. We engaged Frost & Sullivan to prepare an independent industry
report, in connection with the Global Offering. 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.
OVERVIEW OF GLOBAL SMART DEVICES INDUSTRY
Smart devices generally refer to hardware products that, building on traditional hardware,
integrate sensors, chips, operating systems, and network communication modules, as well as
peripheral accessories such as mobile charging products. Typical products include smart phones and
accessories, personal computers and accessories, smart home devices, smart audio and visual
devices, etc., and the market size of global smart devices is approximately RMB9.3 trillion
(equivalent to US$1.3 trillion) in 2025. Based on market size and consumer demand characteristics,
the smart devices market can be segmented into medium-to-small sized market, which is also
referred to as the shallow-sea market, and large sized market. The Company only sells certain
products within medium-to-small sized markets including power banks, chargers and accessories,
consumer power storage, smart cleaning appliance, smart security device, wireless headphone,
smart speaker, smart projector, etc.
Large sized markets of smart devices include smart phones, PCs, smart televisions, etc., each
with a market size generally over RMB576.0 billion (equivalent to US$80 billion). The market is
dominated by giant corporations, and consumer demand for these markets is relatively stable and
mature. Medium-to-small sized markets refer to the markets with a size under RMB576.0 billion
and in general, these markets are at emerging stage with relatively greater growth potential. These
medium-to-small sized markets are characterized by a broad variety of product categories, each
with relatively small individual market sizes. Many of these segments are still in the early or
high-growth phase, exhibiting rapid expansion potential. The competitive landscape is generally
fragmented, with frequent entries from emerging players driving continuous opportunity. Total size
of these markets is approximately RMB2,739.1 billion (equivalent to US$380.4 billion) in 2025.
The Company operates across a number of medium-to-small sized markets, including chargers and
accessories, power banks, consumer power storage products, smart cleaning appliances, smart home
security devices, smart speakers, smart projectors, wireless headphones, and consumer 3D printers.
In 2025, the global market sizes of these segments were RMB70.3 billion, RMB173.8 billion,
RMB229.0 billion, RMB208.3 billion, RMB149.5 billion, RMB118.6 billion, RMB34.2 billion,
RMB350.7 billion, and RMB41.5 billion, respectively. From 2025 to 2030, these markets are
projected to grow at CAGRs of 8.9%, 10.0%, 19.6%, 14.9%, 11.3%, 4.0%, 7.5%, 7.8%, and 33.0%,
respectively.
OVERVIEW OF GLOBAL MOBILE CHARGING PRODUCTS INDUSTRY
Introduction and Definition of Mobile Charging Products Industry
Mobile charging product is the sector that supplies portable power to mobile devices,
including power banks, chargers, and accessories such as protective cases, etc.. Power banks refer
to portable mobile power sources designed to charge electronic. Chargers and accessories include
wired chargers, wireless chargers, charging cables, and others such as multi-port charging stations
and charging docks.
INDUSTRY OVERVIEW
–7 3–


--- page 83 ---
Market Size of Global Mobile Charging Products Industry
Global mobile charging products market reached RMB244.1 billion in 2025, representing a
CAGR of 12.1% from 2020 to 2025. By product category, the market size of power bank reached
RMB173.8 billion in 2025, and is expected to continue a strong growth trajectory, reaching
RMB279.9 billion by 2030, representing a CAGR of 10.0% from 2025 to 2030, driven by increasing
consumer demand for portable and high-capacity charging solutions, frequent smartphone and
wearable device upgrades, and greater reliance on mobile devices for work, entertainment, and
travel.
Market Size of Mobile Charging Products Market, by Category (Global), 2020-2030ERetail Sales Value (RMB Billion)
2020
Power Bank
Chargers and Accessories
CAGR (2025-2030E)CAGR (2020-2025)
10.0%12.1%
8.9%12.1%
9.7%12.1%Total
50
100
150
200
250
300
350
400
0
39.8
98.2
138.0
46.9
103.7
150.6
52.2
116.9
169.1
59.5
134.1
193.6
62.9
152.6
215.5
70.3
173.8
244.1
77.2
188.7
265.9
83.8
209.1
292.9
92.1
230.7
322.8
101.3
254.6
355.9
107.6
279.9
387.5
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Source: IDC, Frost & Sullivan Analysis
Regionally, North America is the largest market with the size of RMB59.7 billion in 2025,
with a CAGR of 13.6% from 2020, followed by Europe, PRC, Japan and Middle East, with market
sizes of RMB56.4 billion, RMB52.2 billion, RMB9.0 billion and RMB6.4 billion, respectively.
Market Size of Mobile Charging Products Market, by Region, 2020-2030E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR
20/25
CAGR
25/30E
Total /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 138.0 150.6 169.1 193.6 215.5 244.1 265.9 292.9 322.8 355.9 387.5 12.1% 9.7%
North America /H1100Bn RMB 31.6 35.1 41.5 47.2 52.8 59.7 64.7 72.0 79.3 87.1 93.9 13.6% 9.5%
Europe /H1100/H1100/H1100/H1100/H1100Bn RMB 31.6 32.0 36.9 44.1 48.5 56.4 60.0 65.4 71.7 79.1 85.9 12.3% 8.8%
PRC /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 30.7 36.3 37.2 41.3 47.2 52.2 57.7 64.1 70.3 77.1 83.9 11.2% 10.0%
Japan /H1100/H1100/H1100/H1100/H1100Bn RMB 5.5 5.4 5.8 6.6 7.8 9.0 9.8 10.7 11.7 12.9 13.7 10.4% 8.8%
Middle East /H1100/H1100Bn RMB 3.9 4.1 4.8 5.5 5.9 6.4 7.1 7.9 8.9 10.0 10.9 10.4% 11.2%
Others /H1100/H1100/H1100/H1100/H1100Bn RMB 34.7 37.7 42.9 48.9 53.3 60.4 66.6 72.8 80.9 89.7 99.2 11.7% 10.4%
Source: IDC, Frost & Sullivan Analysis
INDUSTRY OVERVIEW
–7 4–


--- page 84 ---
By price level and features, power banks and chargers can be further classified into
mid-to-high end and mass-market. Product positioning and price perceptions may vary across
countries and regions, depending on local income levels, consumer preferences, competitive
landscape, brand recognition, and distribution channels. Therefore, a unified global segmentation
standard is not available.
The table below illustrate the product level of power banks:
Level
Price
Range,
USD/Unit
Battery
Capacity,
mAh
Typical
Output, W
Key Feature
Mid-to-high
end
30 and
above

20 and
above
Smart Display,
MagSafe-Compatible,
Fast Charging,
Compact Design

Mass-market

Below 30  5000~10000
10000~20000
10 to 22.5  Basic Function
Note: Price range is based on the U.S. market.
Source: Frost & Sullivan Analysis
The table below illustrate the product level of chargers:
Level  Price Range,
USD/Unit
Typical Output,
W
Key Feature
Mid-to-high
end
15 and above  25 and above
Fast Charging, Compact
Design, Smart Display,
MagSafe-Compatible, Wireless
Charger

Mass-market  Below 15  <25  Basic Function
Note: Price range is based on the U.S. market.
Source: Frost & Sullivan Analysis
Market Drivers and Future Trends
Upgrades and Iterations in Multi-Port and Fast-Charging Technology: New technologies
such as PD3.2, GaN and multi-port fast charging are increasingly adopted, boosting users’
willingness to upgrade to and pay for high-end products. Fast-charging technology not only
shortens charging time but also enhances the user experiences, meeting the demand for a fast-paced
modern lifestyle. Meanwhile, the development of multi-port charging technology caters for the
INDUSTRY OVERVIEW
–7 5–


--- page 85 ---
consumers’ rising demand for charging multiple devices at same time, especially when they are
traveling. In addition, improvements in safety performance, heat dissipation efficiency, and
intelligent power technologies further strengthen users’ trust and reliance on premium products.
Popularization of Smart Devices: The global installed base of smart devices has been growing
rapidly, driving a continuous expansion in charging demand. As device types and functionalities
become increasingly diverse, users now prefer efficient charging solutions to meet multi-device
usage and high energy consumption needs. With the development of Internet of Things (IoT), the
integration of smart home, wearable devices, and mobile terminals further stimulates charging
demand.
Enhancement of Consumer Awareness to Brands, Quality and Aesthetic Design: Consumer
preference for charging solutions is increasingly shaped by brand credibility and product quality.
Concerns over charging safety, device compatibility, and user experiences are now driving a higher
consumer willingness to pay for safer and more durable products with reliable after-sales services.
Moreover, consumers are increasingly focusing on product aesthetics. Leading brands are
reinforcing their positions in the market through technological innovation, improved design, and
multi-scenario applications to foster long-term customer loyalty.
Enhancing Intelligence of Smart Charging Technology: With the variety of electronic
devices, the demand for charging solutions becomes more diversified, driving the need for smarter
charging methods. Intelligent chargers will focus more on automatic optimization, personalized
adjustment and better device compatibility that lead to a more efficient and safer charging
experience.
Strengthened Regulation Drives Market Consolidation: China’s Notice on Carrying out
Centralized Rectification of Power Bank Quality and Safety (ط
) in 2025 has tightened regulatory enforcement over the industry. Stricter certification
requirements have eliminated uncertified products, as well as raised consumer awareness of
certified and high-quality power banks. Consequently, the market is concentrating toward leading
brands with robust compliance and quality control capabilities.
Challenges
Intensifying Industry Competition: With the market expansion, mobile charging products
industry is witnessing intensified competition. Leading firms leverage brand and technological
advantages to expand market share, while smaller players face price wars and shrinking margins.
To remain competitive, companies need to increase investments in R&D and marketing, which in
turn raises cost pressures. Over the long term, such competitive dynamics may lead to industry
consolidation, further strengthening the market dominance of the robust players.
OVERVIEW OF GLOBAL CONSUMER POWER STORAGE INDUSTRY
Introduction and Definition of Consumer Power Storage Industry
Consumer power storage industry consists of portable power storage, balcony photovoltaic
energy storage and residential energy storage. The portable power storage market mainly includes
portable power station. Portable power station is a small power storage device with a built-in
battery. It features large capacity, high power, safety, and portability. Balcony photovoltaic energy
storage refers to small-scale solar energy systems installed primarily for individual or household
use and typically consist of compact solar panels, an inverter, and sometimes a battery storage unit.
Residential energy storage refers to a home-based power storage system connected to the grid,
requiring rewiring and installation.
INDUSTRY OVERVIEW
–7 6–


--- page 86 ---
Market Size of Global Consumer Power Storage Industry
The market size of global consumer power storage market in terms of revenue increased from
RMB10.1 billion in 2020 to RMB229.0 billion in 2025, with a CAGR of 86.7% and is expected to
reach RMB560.5 billion by 2030, with a CAGR of 19.6% from 2025 to 2030.
Market Size of Consumer Power Storage Market, by Product (Global), 2020-2030E
0
50
100
150
200
250
300
350
400
450
500
550
600
Revenue (RMB Billion)
2020
19.2%
21.9%
20.6%
19.6%
CAGR (2025-2030E)
107.3%
CAGR (2020-2025)
36.6%
228.2%
86.7%
Residential Energy Storage
Portable Power Storage
Balcony Photovoltaic Energy Storage
Total
5.0
0.010.1 13.0
0.1
30.4 69.1 1.2
87.6
119.5
5.9
141.3
168.5
9.9
201.4
191.5
13.7
229.0
223.2
18.3
268.9
277.2
33.1 22.8
333.1
326.2
40.3
26.6
393.1
385.2
49.0
30.9
465.1
461.5
64.1
34.9
560.5
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
5.0 17.3 15.8 23.0 23.8 27.417.3
Source: China Industrial Association of Power Sources, Frost & Sullivan Analysis
In terms of regions, Europe and North America are two major markets of global consumer
power storage market.
Market Size of Consumer Power Storage Market, by Region, 2020-2030E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR
20/25
CAGR
25/30E
Total /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 10.1 30.4 87.6 141.3 201.4 229.0 268.9 333.1 393.1 465.1 560.5 86.7% 19.6%
Europe /H1100/H1100/H1100/H1100/H1100Bn RMB 1.8 10.2 48.5 62.6 98.0 76.8 86.4 112.3 141.1 177.8 217.4 111.8% 23.1%
North America /H1100Bn RMB 4.3 10.1 20.2 33.6 48.8 64.9 77.0 86.4 96.5 108.0 121.0 72.1% 13.3%
Rest of World /H1100/H1100Bn RMB 4.0 10.1 18.9 45.1 54.6 87.3 105.5 134.4 155.5 179.3 222.1 91.8% 30.8%
Source: China Industrial Association of Power Sources, Frost & Sullivan Analysis
Market Drivers and Future Trends
Intensified Impact of Grid Instability and Power Outages, and Rising Electricity Prices:
Frequent power instability and outages increase reliance on consumer power storage. Households
increasingly view consumer power storage, such as balcony photovoltaic systems and residential
energy storage units, as a practical way to manage fluctuations and uncertainties in electricity
supply. These systems enable households to store self-generated solar energy and maintain stable
power usage during temporary interruptions or periods of limited grid reliability. Meanwhile, rising
electricity prices following global energy crisis have become a key driver for the consumer power
storage industry.
Advancement of Power Storage Technologies Enhances Efficiency and Experience: With
continuous technological development, power storage devices have seen significant improvements
in power density, lifespan, and safety, allowing consumers to access more reliable products at lower
costs. Moreover, smart management systems make it easier for users to monitor and optimize power
INDUSTRY OVERVIEW
–7 7–


--- page 87 ---
use, improving convenience. In recent years, innovations such as fast charging, remote control, and
visualized interfaces have further enhanced the user experiences. Looking ahead, the integration of
IoT may enable more personalized and intelligent power solutions.
Favorable Policies Supporting Industry Development: Most European countries are
introducing new regulations to promote consumer power storage products, including higher inverter
output limits and streamlined registration procedures. For instance, Germany’s Solarpaket I
legislation has raised inverter limits to 800 watts and simplified registrations for balcony solar
systems, lowering entry barriers for household users. Austria has provided subsidies covering up to
50% of the cost of balcony solar systems, and France has streamlined the permitting process for
small-scale solar system installations. As distributed energy resources are more encouraged
globally, the consumer power storage market is expected to experience sustained expansion.
Challenges
Lack of Standards and Compatibility: The global consumer power storage industry lacks
unified technical standards. Differences in interface protocols, safety norms, and software platforms
among manufacturers create compatibility issues when integrating storage systems with solar
panels, smart home devices, or the grid, raising complexity and operational risks. Moreover,
product quality varies widely among smaller players, posing safety concerns and reducing consumer
trust. A lack of consistent standards not only restricts large-scale application but also hinders
coordination across the supply chain.
OVERVIEW OF GLOBAL SMART HOME INDUSTRY
Introduction and Definition of Smart Home Industry
Smart home industry consists of smart home appliances, smart home security devices, smart
cleaning appliances, and others including smart lighting, smart control, consumer 3D printers, etc.
Smart home appliances are household appliances embedded within the IoT to enable automation and
remote control, such as smart refrigerators and air conditioners. Smart home security devices
mainly include smart cameras, smart locks and smart doorbells. Smart cleaning appliances are
IoT-enabled devices that utilize connectivity, sensors, and other technologies to automate cleaning
tasks, including vacuum cleaners, and robotic vacuum cleaners. Others include other types of smart
home products that enhance home automation and user experience, such as smart lighting systems,
smart controllers and gateways.
Market Size of Global Smart Home Industry
From 2020 to 2025, the global smart home market recorded steady growth, expanding from
RMB661.0 billion to RMB1,173.5 billion, representing a CAGR of 12.2%.
Looking forward, the smart home market is expected to reach RMB1,919.3 billion by 2030,
representing a CAGR of 10.3% since 2025. Growth will be further driven by the integration of
intelligent and IoT technologies, rising demand for personalized and intelligent user experiences,
and the emphasis on energy efficiency and sustainable development.
INDUSTRY OVERVIEW
–7 8–


--- page 88 ---
Market Size of Smart Home Market, by Product (Global), 2020-2030E
13.0% 13.1%Others
12.2% 10.3%Total
20.0% 14.9%Smart Cleaning Appliance
CAGR (2020-2025) CAGR (2025-2030E)
7.9% 5.0%Smart Home Appliance
16.5% 11.3%Smart Home Security Device
0
500
1,000
1,500
2,000Retail Sales Value (RMB Billion)
2020
313.1
69.6
194.5
661.0
359.9
107.7
90.9
233.3
791.8
384.9
124.1
100.7
257.3
867.0
403.9
140.3
118.6
282.8
945.6
429.2
162.5
137.7
314.9
1,044.3
457.0
208.3
149.5
358.7
1,173.5
486.8
247.5
182.1
418.5
1,334.9
517.5
289.5
204.5
471.0
1,482.5
541.6
329.5
227.3
530.7
1,629.1
563.5
375.3
247.1
596.0
1,781.9
583.4
417.7
255.8
662.4
1,919.3
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
83.8
Source: China Household Electrical Appliances Association, US Census Bureau, Frost & Sullivan Analysis
By region, North America represented the largest smart home market in 2025, with a market
size of RMB355.4 billion and a CAGR of 11.4% from 2020, followed by PRC, Europe, Japan,
Middle East, with market sizes of RMB334.9 billion, RMB273.9 billion, RMB63.3 billion and
RMB37.6 billion, respectively, with CAGRs of 14.5%, 11.6%, 14.6% and 11.8% from 2020. The
rapid growth was underpinned by continued technological innovation, rising consumer preference
for convenience and efficiency, and the expansion of interconnected ecosystems that enabled
seamless integration of devices.
Market Size of Smart Home Market, by Region, 2020-2030E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR
20/25
CAGR
25/30E
Total /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 661.0 791.8 867.0 945.6 1,044.3 1,173.5 1,334.9 1,482.5 1,629.1 1,781.9 1,919.3 12.2% 10.3%
North America /H1100Bn RMB 207.0 246.1 269.9 292.1 321.5 355.4 391.8 441.0 489.6 547.2 594.6 11.4% 10.8%
Europe /H1100/H1100/H1100/H1100/H1100Bn RMB 158.4 188.1 197.2 215.7 242.9 273.9 305.9 336.4 374.0 411.1 453.2 11.6% 10.6%
PRC /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 170.4 208.9 241.0 258.3 278.6 334.9 373.8 418.9 462.6 487.9 513.1 14.5% 8.9%
Middle East /H1100/H1100Bn RMB 21.5 26.2 27.7 30.6 33.7 37.6 42.8 48.1 53.2 57.4 59.4 11.8% 9.6%
Japan /H1100/H1100/H1100/H1100/H1100Bn RMB 32.0 38.9 43.6 48.3 54.5 63.3 69.2 78.1 86.1 92.3 94.8 14.6% 8.4%
Others /H1100/H1100/H1100/H1100/H1100Bn RMB 71.7 83.6 87.6 100.6 113.1 108.4 151.4 160.0 163.6 186.0 204.2 8.6% 13.5%
Source: China Household Electrical Appliances Association, US Census Bureau, Frost & Sullivan Analysis
INDUSTRY OVERVIEW
–7 9–


--- page 89 ---
The table below illustrate the product level of outdoor security cameras:
Level  Price Range, USD/Unit  Key Feature
Mid-to-high end 80 and above
2K-4K Resolution, Solar Powered,
AI Motion Tracking, Strobe Light,
Pan & Tilt
Mass-market Below 80 1080P-2.5K Resolution
Note: Price range is based on the U.S. market.
Source: Frost & Sullivan Analysis
Creative printing is an emerging segment within global smart home market, which empowers
personalized creation by transforming virtual designs into unique physical objects. Key product
categories include consumer 3D printer, consumer laser engraver and 3D-texture UV printer.
Among these, consumer 3D printer market represents a relatively mature segment with the market
size of RMB41.5 billion in 2025 and a projected CAGR of 33.0% from 2025 to 2030. 3D-texture
UV printer offers instant curing, high color fidelity, and compatibility with diverse materials,
driving demand growth in personalized, small-batch customization markets such as crafts, cultural
products, and e-commerce, and is expected to showcase vast growth potential within the industry.
Market Drivers and Future Trends
Advancement of IoT and Industrial Technology Empower Smart Home Industry: The rapid
evolution of technology — ranging from high-speed digital motors in intelligent cleaning devices
to smart control, IoT, big data, algorithms, and motion control — has significantly enhanced the
performance and capabilities of home appliances. As modern living becomes increasingly complex,
continuous technological progress ensures that home appliances remain essential, adaptable to the
household.
Increasing Demand for Intelligent Lifestyle: The rapid pace of urban living and the growing
prevalence of dual-income households are driving strong demand for smart cleaning solutions.
Consumers increasingly value products that reduce labour intensity and save time, such as robotic
vacuum cleaners with automated scheduling, intelligent navigation, and self-cleaning capabilities.
In addition, the smart home security system market is fueled up by consumers’ demand for
intelligent home security system which is safe and efficient. This shift reflects a broader lifestyle
upgrade, where efficiency and convenience are prioritized.
Challenges
Fragmented Standards and Limited Interoperability: Fragmented systems and limited
interoperability remain significant challenges of smart home industry. Different brands adopt
proprietary protocols and ecosystems, making seamless connectivity difficult. Users have to install
different apps or gateways, which undermines the overall experience and complicates the operation
of smart home appliances. Rapid market evolution and “ecosystem barriers” among firms continue
to hinder integration, which is specifically critical in intelligent security where a failure in
communication between a door sensor, camera, and alarm system due to protocol mismatch can
create a security gap.
INDUSTRY OVERVIEW
–8 0–


--- page 90 ---
OVERVIEW OF GLOBAL SMART AUDIO AND VIDEO DEVICES INDUSTRY
Introduction and Definition of Smart Audio and Video Devices Industry
Smart audio and video devices refer to devices that integrate intelligent operating systems,
network connectivity, and interactive functions to enrich users’ access to and enjoyment of audio
and video content. Key categories include smart televisions, smart speakers, smart projectors, and
wireless headphones.
Market Size of Global Smart Audio and Video Devices Industry
From 2020 to 2025, the global smart audio and video devices market expanded steadily from
RMB1,080.5 billion to RMB1,304.4 billion, with a CAGR of 3.8%.
Looking forward, the smart audio and video devices market is expected to accelerate, reaching
RMB1,611.7 billion by 2030, at a projected CAGR of 4.3% from 2025 to 2030. The expected
accelerated growth rate of the market is primarily driven by faster growth in certain sub-segments.
Wireless headphone market is expected to have sustained growth at a CAGR of 7.8% from 2025 to
2030, driven by technological advancements such as bone-conduction technology, increasing
functional diversification including features like meeting recording, and continuous new product
iterations and upgrades. For smart television, market growth is supported by rising average selling
prices driven by higher raw material costs and an increasing share of large-screen and high-end
models, alongside stable shipment volumes. For smart speaker and smart projector, demand is
expected to grow steadily, supported by expanding user scenarios and broader adoption within smart
home ecosystems and outdoor use such as outdoor camping, live sports viewing, and entertainment
gatherings. While intensified competition in the past led to price declines in these industries, prices
are expected to stabilize as competition eases and leading companies adopt more rational pricing,
supporting an accelerated increase in market size going forward. Growth will be further supported
by advancements in display and audio technologies and increasing demand for personalized,
multi-device entertainment setups. In addition, increasing global demand for smart living
environments, and greater affordability of entry-level smart audio and video devices are expected
to drive market expansion during the forecast period.
Market Size of Smart Audio and Video Devices Market, by Product (Global), 2020-2030E
Retail Sales Value (RMB Billion)
2020
-2.5% 7.5%Smart Projector
3.8% 4.3%Total
8.9% 7.8%Wireless Headphone
Market Type CAGR (2020-2025) CAGR (2025-2030E)
2.2% 2.5%Smart TelevisionLarge Sized Market
Medium-to-Small
Sized Market 4.7% 4.0%Smart Speaker
94.494.4 86.686.6
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
718.0
229.3
38.8
1,080.5
741.8
254.2
104.345.0
1,145.3
732.9
268.3
1,136.7
734.7
290.3
113.1
1,175.4
777.7
318.5
115.8
1,244.7
800.9
350.7
118.6
1,304.4
826.2
373.3
127.1
1,364.5
844.1
382.7
132.4
1,400.4
872.1
420.6
137.6
1,474.5
901.5
463.0
141.3
1,552.5
907.9
510.6
144.2
1,611.7
2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
48.9 37.3 32.7 34.2 37.9 41.2 44.2 46.7 49.0
Source: National Bureau of Statistics, Frost & Sullivan Analysis
INDUSTRY OVERVIEW
–8 1–


--- page 91 ---
By region, the market size of North America, Europe, PRC, Middle East and Japan reached
RMB135.0 billion, RMB127.9 billion, RMB64.5 billion, RMB26.9 billion and RMB10.0 billion in
2025, with CAGRs of 6.6%, 7.0%, -0.3%, 12.8% and 1.2%, respectively, from 2020 to 2025, driven
by the maturation of technology and the expansion of application scenarios, alongside continuous
innovation in core components for portable audio and video products.
Looking forward, by region, the market size of North America, Europe, PRC, Middle East and
Japan markets are expected to reach RMB172.7 billion, RMB184.9 billion, RMB73.9 billion,
RMB48.0 billion and RMB11.5 billion in 2030, with CAGRs of 5.0%, 7.6%, 2.8%, 12.3% and
2.8%, respectively, from 2025 to 2030, driven by the deepening interoperability within smart
ecosystems, particularly the synergy between audio and video devices and IoT platforms, and
coupled with advancements in sensor integration and adaptive audio algorithms.
Market Size of Smart Audio and Video Devices — Medium-to-small Sized Market,
by Region, 2020-2030E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
CAGR
20/25
CAGR
25/30E
Total /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 362.5 403.5 403.8 440.7 467.0 503.5 538.3 556.3 602.4 651.0 703.8 6.8% 6.9%
North America /H1100Bn RMB 98.3 109.1 106.8 123.1 128.0 135.0 144.4 144.6 151.2 165.9 172.7 6.6% 5.0%
Europe /H1100/H1100/H1100/H1100/H1100Bn RMB 91.2 97.3 102.3 113.2 121.0 127.9 136.0 140.8 153.1 166.9 184.9 7.0% 7.6%
PRC /H1100/H1100/H1100/H1100/H1100/H1100Bn RMB 65.6 81.9 62.7 55.5 61.8 64.5 66.5 66.8 68.2 71.8 73.9 -0.3% 2.8%
Middle East /H1100/H1100Bn RMB 14.7 16.0 17.8 20.8 23.7 26.9 29.3 31.5 37.0 42.3 48.0 12.8% 12.3%
Japan /H1100/H1100/H1100/H1100/H1100Bn RMB 9.4 9.8 9.4 9.8 9.7 10.0 10.5 10.7 11.0 11.2 11.5 1.2% 2.8%
Others /H1100/H1100/H1100/H1100/H1100Bn RMB 83.3 89.4 104.8 118.3 122.8 139.2 151.6 161.9 181.9 192.9 212.8 10.8% 8.9%
Source: National Bureau of Statistics, Frost & Sullivan Analysis
Market Drivers and Future Trends
Diversifying Consumer Demand Across V arious Applications: With rising living standards
and increasingly diverse consumer activities, innovation in smart audio and video devices is now
focused on developing products designed for specific lifestyles and usage scenarios. Examples
include the adoption of bone-conduction headphones for sports, conference speakers for
professional settings, and portable projectors for outdoor activities, which is driving demand for
multi-scenario usage and accelerating product upgrade cycles.
Smart Audio and Video Technology Advancements, and Functionality Innovation: Smart
audio and video devices are transitioning from basic playback tools to intelligent home assistants
with capabilities to understand, predict, and learn. Intelligent technology will be extensively
integrated into content recognition, user profiling, and behaviour prediction, facilitating
personalized recommendation algorithms, adaptive audio configurations, and natural semantic
interactions. In addition, leading companies are introducing new features and functions such as
real-time translation capabilities, into smart audio and video devices. These new functions would
attract new consumers and also stimulate replacement demand.
Challenges
Technological and Cost Limitation: Although smart audio and video devices continue to
advance, core technologies such as intelligent chips, voice processing engines, and high-
performance audio modules remain concentrated among a limited number of international
companies. The technological bottleneck restricts the ability of smaller firms to access the high
value segment. Additionally, the development and integration of advanced smart features require
substantial R&D investments, which many small and medium-sized enterprises are unable to sustain
due to constraints in capital and technical resources.
INDUSTRY OVERVIEW
–8 2–


--- page 92 ---
COMPETITIVE LANDSCAPE ANALYSIS
Competitive Landscape of Global Mobile Charging Products Industry
In 2025, the number of market players in global mobile charging products industry is more
than 1,000. The global mobile charging products market was relatively fragmented with top 5
players taking 15.2% of the market in 2025 in terms of revenue. The Group ranked first in mobile
charging sector by revenue globally in 2025.
Top 5 Mobile Charging Products Company by Revenue (Global), 2025
Market Share (%)
2025
4.8%
2.3%
2.0%
1.5%
4.6%
Company
Company A
Company B
Company C
Company D
The Group
Rank
1
3
4
5
2 YES
NO
NO
NO
YES
Mobile Phone
BrandIdentities and Background
/
Founded in 1976, Company A is a public company primarily engaged in consumer
electronics and software, offering an integrated ecosystem of hardware and operating
systems. Company A is headquartered in California, United States, and listed on the
NASDAQ Stock Market.
Founded in 1938, Company C is a public company primarily engaged in
comprehensive portfolio of consumer electronics, semiconductor components, and IT
solutions. Company C is headquartered in Seoul, South Korea, and listed on the
Korea Exchange.
Founded in 2012, Company D is a public company primarily engaged in the 3C
consumer electronics and digital solutions, offering charging accessories and other
smart devices. Company D is headquartered in Shenzhen, China, and listed on the
Shenzhen Stock Exchange.
Founded in 2011, Company B is a private company primarily engaged in digital
charging and digital accessories. Company B is headquartered in Shenzhen, China.
Source: Frost & Sullivan Analysis
Competitive Landscape of Global Consumer Power Storage and Portable Power Storage
Industry
In 2025, the Group ranked eighth in global consumer power storage market in terms of
revenue.
In 2025, the number of market players in global portable power storage industry is more than
500. The global portable power storage market was relatively concentrated with top 5 players taking
66.0% of the market in 2025 in terms of revenue. The Group was the third largest portable power
storage company in terms of revenue in 2025, with a market share of 10.2%.
Top 5 Portable Power Storage Company by Revenue (Global), 2025
Company
Company E
Company F
The Group
Company G
Company H
29.3%
13.9%
10.2%
7.1%
5.5%
Market Share (%)
2025Rank
2
3
4
5
1
Identities and Background
/
Founded in 2017, Company E is a private company primarily engaged in the portable power stations and renewable
energy solutions. Company E is headquartered in Shenzhen, China.
Founded in 2011, Company F is a public company primarily engaged in the portable energy solutions. Company F is
headquartered in Shenzhen, China, and listed on the Shenzhen Stock Exchange.
Founded in 2013, Company G is a private company primarily engaged in the portable power stations and renewable
energy storage systems. Company G is headquartered in Shenzhen, China.
Founded in 2008, Company H is a private company primarily engaged in the portable solar generators and power stations.
Company H is headquartered in Utah, United States.
Source: Frost & Sullivan Analysis
INDUSTRY OVERVIEW
–8 3–


--- page 93 ---
Competitive Landscape of Global Balcony Photovoltaic Energy Storage Industry
In 2025, the number of market players in global balcony photovoltaic energy storage industry
is more than 300, including solar panel manufacturers. The global balcony photovoltaic energy
storage market was relatively fragmented with top 3 players taking 24.8% market in 2025 in terms
of revenue. The Group ranked first among balcony photovoltaic energy storage companies in terms
of revenue in 2025, with a market share of 14.6%. Moreover, the Group ranked first in terms of
energy storage shipments in balcony photovoltaic energy storage industry, with a market share of
approximately 50.0% in 2025.
Top 3 Balcony Photovoltaic Energy Storage Company by Revenue (Global), 2025
14.6%The Group
5.8%Company I
4.4%Company F
Company Market Share (%)
2025Rank
2
3
1
Identities and Background
/
Founded in 2017, Company I is a private company primarily engaged in energy storage system and integrated solar storage
solutions. Company I is headquartered in Guangzhou, China.
Founded in 2011, Company F is a public company primarily engaged in the portable energy solutions. Company F is
headquartered in Shenzhen, China, and listed on the Shenzhen Stock Exchange.
Source: Frost & Sullivan Analysis
Competitive Landscape of Global Smart Home Industry
In 2025, the Group ranked fifteenth in global smart home industry in terms of revenue.
Competitive Landscape of Global Medium-to-small Sized Smart Audio and Video Devices and
Wireless Headphone Industry
In 2025, the Group ranked ninth in global medium-to-small-sized smart audio and video
market in terms of revenue.
In 2025, the number of market players in global wireless headphone industry is more than 500.
The Group was the 6th largest wireless headphone company in global market in terms of revenue
in 2025, with a market share of 1.7%.
Top 6 Wireless Headphone Company by Revenue (Global), 2025
Company A
Company C
Company J
Company K
Company L
The Group6
21.0%
4.8%
3.1%
2.3%
1.7%
Company Market Share (%)
2025Rank
2
3
4
5
1
Identities and Background
/
Founded in 1976, Company A is a public company primarily engaged in consumer electronics and software, offering an
integrated ecosystem of hardware and operating systems. Company A is headquartered in California, United States, and
listed on the NASDAQ Stock Market.
Founded in 1938, Company C is a public company primarily engaged in comprehensive portfolio of consumer electronics,
semiconductor components, and IT solutions. Company C is headquartered in Seoul, South Korea, and listed on the
Korea Exchange.
Founded in 1946, Company J is a public company primarily engaged in electronics, gaming, music and entertainment.
Company J is headquartered in Tokyo, Japan, and listed on the New York Stock Exchange.
Founded in 1987, Company K is a private company primarily engaged in the information and communication technology
infrastructure and smart devices. Company K is headquartered in Shenzhen, China.
Founded in 2010, Company L is a public company primarily engaged in smartphones, IoT ecosystems, smart appliances
and consumer electronics. Company L is headquartered in Beijing, China, and listed on the Hong Kong Stock Exchange.
7.4%
Source: Frost & Sullivan Analysis
INDUSTRY OVERVIEW
–8 4–


--- page 94 ---
Entry Barriers
Brand Established brands have built strong user loyalty through consistent product quality
and reputation in industry, making it difficult for newcomers to achieve comparable influence in the
short term. Moreover, leading brands enjoy stronger channel bargaining power and pricing
advantages, further raising the entry threshold for potential competitors.
Technology Proficiency in core technologies is central to competitiveness, including advanced
battery management systems, intelligent algorithms, audio-visual processing, and security
monitoring. Industry leaders have built strong barriers through sustained R&D investment and
patent accumulation, ensuring continuous product performance improvements. New entrants
without proprietary technologies face disadvantages in competition, potential intellectual property
risks, and long catch-up cycles.
Talent The fast-paced innovation cycle in consumer electronics and smart hardware creates
strong reliance on talent in R&D, product design, and supply chain management. Industry leaders
with brand and resource advantages, are better positioned to attract and retain top professionals to
sustain technological and product leadership. New entrants face high recruitment costs and
additional investment in talent development, constituting a significant entry barrier.
Cost Analysis of China’s Mobile Charging Products Industry
The main raw material of the mobile charging products is battery cell, whose price is primarily
influenced by fluctuations of the lithium carbonate price. From 2020 to 2022, the price of battery
cell increased from RMB10.2 per unit to RMB13.0 per unit, driven by the surging new energy
demand under the global “Dual Carbon” goal and tight supply of raw materials such as lithium
carbonate. From 2023, the price of battery cell started to decrease, from RMB12.4 per unit in 2023
to RMB8.6 per unit in 2025, primarily due to the overcapacity from earlier industry expansion,
coupled with a slowdown in downstream EV demand and a plunge in lithium carbonate prices.
SOURCE AND RELIABILITY OF INFORMATION
We have commissioned Frost & Sullivan, a market research and consulting company and an
independent third party, to conduct an analysis of, and to report on global mobile charging products,
consumer power storage, smart home and smart audio and video devices industry. The report
prepared by Frost & Sullivan for us is referred to in the prospectus as the F&S Report. The F&S
Report has been prepared by Frost & Sullivan independent of our influence. The fee payable to
Frost & Sullivan for preparing the F&S Report is RMB650,000 which we believe reflects market
rates for similar services. Founded in 1961, Frost & Sullivan has over 45 global offices with more
than 3,000 industry consultants, market research analysts, technology analysts and economists. Our
Directors confirm, to the best of their knowledge, and after making reasonable enquiries, that there
have been no adverse changes in the industry since the date of the F&S Report and up to the Latest
Practicable Date which may qualify, contradict or have an impact on the information set out in this
section.
The F&S Report contains a series of market projections which were produced based on the
following assumptions, without limitations: (i) Global economy is likely to maintain steady growth
in the next decade; (ii) China’s and global social, economic, and political environment is likely to
remain stable from 2026 to 2030 (“Forecast Period”).
INDUSTRY OVERVIEW
–8 5–


--- page 95 ---
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN THE PRC
Laws and Regulations on Product Quality
Pursuant to the Product Quality Law of the PRC (), which
was last amended by the SCNPC on December 29, 2018 and came into effect on the same day, the
market supervision and administration department under the State Council is in charge of the
national supervision of product quality, a manufacturer is prohibited from producing or selling
products that do not meet applicable standards and requirements for safeguarding human health and
ensuring property safety. Products must be free from unreasonable dangers threatening personal and
property safety. Where a defective product causes physical injury to a person or property damage,
the aggrieved party may make a claim for compensation from the producer or the seller of the
product. Producers and sellers of non-compliant products may be ordered to cease the production
or sale of the products and could be subject to confiscation of the products and/or fines; earnings
from sales in contravention of such standards or requirements, if any, may also be confiscated, and
in severe cases, an offender’s business license may be revoked.
The Administrative Provisions on Compulsory Product Certification (Ⴉᗇ၍ଣ
) were promulgated by the State Administration for Market Regulation on July 3, 2009, last
revised on September 29, 2022 and became effective on November 1, 2022. For products that are
subject to compulsory product certification, the State shall implement a unified product catalogue
(the ‘Catalogue’), unified compulsory requirements, standards and compliance assessment
procedures in the technical specification, unified certification marks and unified charging standards.
Producers or sellers or importers of products included in the catalogue shall entrust certification
authorities designated by the State Administration for Market Regulation to certify their produced,
sold or imported products. Producers or sellers of products included in the catalogue shall, upon
finding that a potential safety hazard in their produced or sold products may cause damage to human
health and life safety, announce the relevant information to the public, proactively adopt remedying
measures such as recalling the products, and report the matter to the relevant supervision and
administration departments in accordance with relevant provisions.
Laws and Regulations on Import and Export of Goods
According to the Customs Law of the PRC () last amended by the
SCNPC on April 29, 2021 and effective on the same day, the Customs is a governmental
organization responsible for supervision and control over all arrivals in and departures from the
Customs territory, who is authorized to supervise the transportation vehicles, goods, luggage, postal
articles and other articles entering and leaving the country, collects customs duties and other taxes
and fees, prevents and combats smuggling, compiles customs statistics and handles other customs
operations. Customs declaration entities refer to the consignees and consignors of imported or
exported goods and customs declaration enterprises recorded with the Customs. The consignee or
the consignor of imported or exported goods may complete the declaration formalities either by
themselves or engaging an agent.
According to the Provisions on the Administration of Recordation of Customs Declaration
Entities of the PRC () promulgated by the General
Administration of Customs on November 19, 2021 and effective on January 1, 2022, customs
declaration entities refer to consignees or consignors of imports and exports and customs
declaration enterprises which have filed record with the Customs pursuant to these Provisions.
Consignees or consignors of imports and exports and customs declaration enterprises applying for
filing shall obtain market entity qualification and in the case of consignees or consignors of imports
and exports applying for filing, they shall also complete filing formalities for foreign trade business
operators.
According to the Law of the PRC on Import and Export Commodity Inspection ( ʕശɛ͏
) last amended by the SCNPC on April 29, 2021 and came into effect
on the same day, and the Regulations for the Implementation of the Law of the PRC on Import and
Export Commodity Inspection (ૢԷ) last amended by
REGULATORY OVERVIEW
–8 6–


--- page 96 ---
the State Council on March 29, 2022 and effective on May 1, 2022, the General Administration of
Customs of the PRC (‘the General Administration of Customs’) is responsible for inspection of
imported and exported commodities nationwide, and its subordinate entry-exit inspection and
quarantine authorities shall conduct inspections on the imported and exported commodities listed
in the catalogue and other imported and exported commodities that shall be subject to the inspection
by the entry-exit inspection and quarantine authorities as prescribed by laws and administrative
regulations. No imported commodity subject to statutory inspection that has not been inspected
could be sold or used. No export commodity subject to statutory inspection that has not been
inspected or fails to pass the inspection could be exported. Consignees or consignors of the import
and export commodities may complete the inspection procedures themselves, or engage an agent to
do this.
According to the Notice on Matters Concerning the Recordation of the Consignees and
Consignors of Imported and Exported Goods ()
issued by the Department of Enterprise Management and Audit-Based Control of the General
Administration of Customs on January 3, 2023 and effective on the same day, a consignee or
consignor of imported or exported goods who applies for filing shall be qualified as a market entity
and is not required to be filed as a foreign trade business operator.
Laws and Regulations on Labor, Social Insurance and Housing Provident Fund
Labor Law and Labor Contract Law
According to the Labor Law of the PRC () last amended by the
SCNPC on December 29, 2018 and effective on the same day, the Labor Contract Law of the PRC
() last amended by the SCNPC on December 28, 2012 and effective
on July 1, 2013, and the Implementing Regulations of the Labor Contracts Law of the PRC ( ʕ
ૢԷ) promulgated by the State Council on September 18, 2008
and effective on the same day, labor contracts must be executed in writing if labor relationships are
to be established between employers and employees. Employers are prohibited from forcing
employees to work beyond 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 and Housing Provident Fund
According to the Social Insurance Law of the PRC () last
amended by the SCNPC and effective on December 29, 2018, the Regulation on the Administration
of Housing Provident Fund (၍ଣૢԷ) last amended by the State Council and
effective on March 24, 2019 and other relevant laws and regulations, employers in China are
required to provide employees with welfare schemes covering basic pension insurance, basic
medical insurance, unemployment insurance, maternity insurance, work-related injury insurance
and housing provident fund.
In addition, any employer that fails to make contributions to the above-mentioned social
insurance and housing provident fund as required may be ordered to pay the required contributions
within a prescribed time limit. If the employer still fails to make the relevant contributions within
the prescribed time, a fine may be imposed, and for the overdue contribution, the people’s court may
enforce collection.
The Interpretation (II) on the Application of Law in the Trial of Labor Dispute Cases ( ௰
༆ᙑ(ɚ)), which was published by the
Supreme Court on July 31, 2025 and effective September 1, 2025, clarifies the judicial application
of key PRC labor laws in resolving labor disputes, with heightened emphasis on compliance with
social insurance contributions. It explicitly renders void any agreement or employee commitment
to forgo statutory social insurance, granting employees the right to terminate labor contracts and
claim economic compensation if employers fail to make contributions. Employers who
subsequently rectify non-payment may recover any overpaid compensation from employees. The
REGULATORY OVERVIEW
–8 7–


--- page 97 ---
Interpretation further addresses employer liability for wages, work injury benefits, and other
statutory obligations in subcontracting, affiliation, or related-entity scenarios; recognition of labor
relationships with domestic and foreign workers; requirements for written labor contracts and
penalties for non-compliance; rules on contract renewals and conversion to open-ended contracts;
enforceability of non-compete clauses; remedies for unlawful termination; pre-termination
occupational health examinations for employees in hazardous positions; and standardizing the
application of limitation periods in labor dispute proceedings.
Laws and Regulations on Intellectual Property
Patent
According to the Patent Law of the PRC () last amended by the
SCNPC on October 17, 2020 and effective on June 1, 2021, and the Implementation Regulations for
the Patent Law of the PRC () last amended by the State
Council on December 11, 2023 and effective on January 20, 2024, patents are divided into 3
categories, i.e. invention patents, utility model patents and design patents. The validity period of
patents for inventions is 20 years, while the validity period of patents for utility models is 10 years,
and the validity period of patents for designs is 15 years, all starting from the date of application.
Trademark
According to the Trademark Law of the PRC () last amended by
the SCNPC on April 23, 2019 and effective on November 1, 2019, and the Implementation Rules
of the Trademark Law of the PRC (ૢԷ) last amended by the State
Council on April 29, 2014 and effective on May 1, 2014, the trademarks registered with the
Trademark Office of China National Intellectual Property Administration are registered trademarks,
including commodity trademarks, service trademarks, collective marks and certificate marks. The
registration of a trademark shall be valid for ten years from the date of approval.
Copyright
According to the Copyright Law of the PRC () last amended by
the SCNPC on November 11, 2020 and effective on June 1, 2021, works of Chinese citizens, legal
persons or unincorporated organizations, i.e. intellectual achievements in the field of literature, art
and science that are original and can be expressed in a certain form, whether published or not, are
entitled to copyright in accordance with the law. Copyright includes a series of personal and
property rights such as the right of publication, the right of authorship, the right of modification,
the right to protect the integrity of the work and the right of reproduction.
According to the Measures for the Computer Software Copyright Registration (ၑዚழ΁
) promulgated by the National Copyright Administration on February 20, 2002,
and the Regulations on the Computer Software Protection (ᚐૢԷ) amended by
the State Council on January 30, 2013 and effective on March 1, 2013, the National Copyright
Administration shall be the competent governmental authority for the nationwide administration of
software copyright registration and the China Copyright Protection Center is designated as the
software registration authority which shall grant registration certificates to the computer software
copyright applicants according to the Measures for the Computer Software Copyright Registration
and the Regulations on the Computer Software Protection.
Domain Names
According to the Administrative Measures on the Internet Domain Names ( ʝᑌၣਹΤ၍ଣ
) issued by the MIIT on August 24, 2017 and came into effect on November 1, 2017, domain
names registrations are handled through domain name service agencies established according to the
relevant regulations, and the applicants become domain name holders upon successful registration.
REGULATORY OVERVIEW
–8 8–


--- page 98 ---
Laws and Regulations on Taxes
EIT
The EIT Law of the PRC () and its implementation rules
are the principal laws and regulations governing the EIT in the Chinese mainland. According to the
EIT Law and its implementation rules, enterprises are divided into resident enterprises and
non-resident enterprises. A resident enterprise refers to an enterprise that is established in the
Chinese mainland in accordance with the law, or that is established in accordance with the law of
a foreign country (region) but whose actual administration institution is in the Chinese mainland.
A non-resident enterprise refers to an enterprise established in accordance with the law of a foreign
country (region) and whose actual administration institution is outside the Chinese mainland, but
it has institutions or establishments in the Chinese mainland or, if not, it has incomes originating
from the Chinese mainland. A uniform income tax rate of 25% applies to all resident enterprises and
non-resident enterprises that have set up institutions or establishments in the Chinese mainland to
the extent that such incomes are derived from the Chinese mainland, or such incomes are obtained
outside the Chinese mainland but have an actual connection with the set-up institutions or
establishments, high-tech enterprises in need of support from the State shall be subject to a reduced
enterprise income tax rate of 15%. Non-resident enterprises that have not set up institutions or
establishments in the Chinese mainland or have set up institutions or establishments but the incomes
obtained by the said enterprises have no actual connection with the set-up institutions or
establishments, shall pay enterprise income tax at the rate of 10% in relation to their income
sourcing from the Chinese mainland.
VAT
According to the PRC V alue-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 V alue-Added Tax (the “ VAT”). Unless
otherwise specified, the V A T rate is generally 13% in respect of the sale or importation of goods
by taxpayers.
Laws and Regulations on Foreign Investment, Overseas Investment and Foreign Exchange
Supervision
Company Law
The Company Law of the PRC (), last amended by the SCNPC on
December 29, 2023 and came into effect on July 1, 2024, provides that companies established in
China may take the form of a limited liability company or a joint stock company with limited
liability. Each company has the status of a legal person and owns the assets itself. The Company
Law also applies to foreign-invested companies.
Foreign Investment
According to the Foreign Investment Law of the PRC ()
promulgated by the NPC on March 15, 2019 and the Implementing Rules of the Foreign Investment
Law of the PRC (ૢԷ) promulgated by the State Council on
December 26, 2019, both of which came into effect on January 1, 2020, the State shall implement
the management systems of pre-establishment national treatment and negative list for foreign
investment. Foreign investors shall not invest in any field forbidden by the negative list for access
of foreign investment; for any field restricted by the negative list, foreign investors shall conform
to the investment conditions as required; fields not included in the negative list shall be managed
under the principle that domestic investment and foreign investment shall be treated uniformly.
REGULATORY OVERVIEW
–8 9–


--- page 99 ---
The current industry entry clearance requirements governing investment activities in the PRC
conducted by foreign investors are set out in two catalogues, namely the Special Management
Measures for the Entry of Foreign Investment (Negative List) (2024 version) (ɝतй
݄(૶ఊ)(2024و)), which was jointly promulgated by the NDRC and the
MOFCOM on September 6, 2024 and came into effect on November 1, 2024, and the Encouraged
Industry Catalogue for Foreign Investment (2025 version) ( ོᎸ̮ਠҳ༟ପุͦ፽(2025 ϋ
و)), which was jointly promulgated by the NDRC and the MOFCOM on December 15, 2025 and
came into effect on February 1, 2026. These two catalogues further classified businesses into three
categories with regard to foreign investment: ‘encouraged’, ‘restricted’ and ‘prohibited’. Industries
not listed in these three categories are generally deemed as falling into the fourth category, that is
‘permitted’ for foreign investment.
Overseas Investment
Pursuant to the Administrative Measures for Outbound Investment ()
promulgated by the MOFCOM on September 6, 2014 and implemented on October 6, 2014.
Outbound investment by enterprises that involves sensitive countries and regions or sensitive
industries shall be subject to administration by approval. Outbound investment by enterprises that
falls in any other circumstances shall be subject to administration by record-filing.
Pursuant to the Administrative Measures for Outbound Investment of Enterprises ( Άุྤ
) promulgated by the NDRC on December 26, 2017 and implemented on March
1, 2018, a domestic enterprise, or the investor, making an outbound investment shall obtain
approval or conduct record-filing for outbound investment projects, or the projects, report relevant
information, and cooperate with the supervision and inspection.
Foreign Exchange Regulation
According to the Notice on Relevant Issues Concerning the Administration of Foreign
Exchange for Overseas Listing () issued by the SAFE
on December 26, 2014 and effective on the same day, a domestic company shall, within 15 business
days from the date of the end of its overseas listing and issuance, register the overseas listing with
the SAFE’s local branch at the place of its incorporation. The proceeds raised by the domestic
companies through overseas listing may be remitted to the domestic account or deposited in an
overseas account, provided that the use of the proceeds shall be consistent with the content of the
prospectus and other public disclosure documents.
According to the Notice of the People’s Bank of China and the SAFE on the Management of
Funds for Overseas Listings by Domestic Enterprises (ྤʫΆ
), which is promulgated on December 24, 2025, and
effective from April 1, 2026, domestic enterprises listing overseas shall, within 30 business days
from the first trading day of the overseas listing or the completion of the over-allotment, submit the
relevant materials to a bank within the jurisdiction of the provincial-level or separately listed
municipal area where the enterprise is registered to apply for overseas listing registration.
In February 2015, the SAFE issued the Circular of Further Simplifying and Improving Foreign
Exchange Administration Policies on Direct Investment (ආɓӉᔊʷձҷආ
), which was partially abolished in December 2019. It stipulates
that banks shall directly examine and handle foreign exchange registration under overseas direct
investment, and the SAFE and its branches shall implement indirect supervision over foreign
exchange registration and examination of overseas direct investment through banks.
REGULATORY OVERVIEW
–9 0–


--- page 100 ---
Laws and Regulations on Anti-Unfair Competition
According to the Anti-unfair Competition Law of the PRC (ن
), or the Anti-unfair Competition Law, lastly amended by the SCNPC on June 27, 2025 and
effective on October 15, 2025, operators shall comply with the principle of voluntariness, equality,
impartiality, integrity and abide by laws and business ethics in market transactions. Under the
Anti-unfair Competition Law, unfair competition refers to the circumstance that an operator disrupts
the market competition order and damages the legitimate rights and interests of other operators or
consumers in violation of the provisions of the Anti-unfair Competition Law in the production and
operating activities. Operators who violate the provisions of Anti-unfair Competition Law shall bear
corresponding civil, administrative or criminal responsibilities depending on the specific
circumstances.
According to the Anti-Monopoly Law of the PRC (), or the
Anti-Monopoly Law, lastly amended on June 24, 2022 and effective on August 1, 2022, the
Anti-Monopoly Law applies to the monopolistic practices in domestic economic activities in the
PRC as well as the monopolistic practices outside the PRC which have exclusion or restriction
effects on domestic market competitions. The monopolistic practices under the Anti-Monopoly Law
include any monopoly agreement reached by any operators, abuse of market-dominating position by
any operators and any concentration of operators which has eliminated or limited or may eliminate
or limit the market competition. The antimonopoly law enforcement agencies designated by the
State Council are responsible for enforcement of the Anti-Monopoly Law in accordance with the
provisions of the Anti-Monopoly Law. The antimonopoly law enforcement agencies of the State
Council may, according to the needs of their work, authorize the corresponding agencies of the
people’s governments of provinces, autonomous regions, and municipalities to be responsible for
the enforcement of the Anti-Monopoly Law. Operators who violate the provisions of the
Anti-Monopoly Law may be subject to fines, confiscation of illegal gains, or cessation of illegal
activities by the anti-monopoly law enforcement agencies.
Laws and Regulations on Consumer Protection
Law of the People’s Republic of China on the Protection of Consumer Rights and Interests
(), or the Consumer Protection Law was promulgated by the
Standing Committee of the National People’s Congress (the ‘SCNPC’) on October 31, 1993, latest
revised on October 25, 2013 and became effective on March 15, 2014. Business operators, when
providing consumers with the commodities produced or sold by them or services, shall abide by the
Consumer Protection Law. Business operators that provide goods or services certain circumstances
shall bear civil liability in accordance with other relevant laws and regulations, except as otherwise
provided in the Law. Business operators who fail to fulfil the obligation of guaranteeing the safety
of consumers and cause damage to consumers shall be liable for tort. Business operators who
provide goods or services in violation of the provisions of the Consumer Protection Law, infringe
the legitimate rights and interests of consumers and constitute crimes shall be investigated for
criminal liability in accordance with the law.
The Measures for the Supervision and Administration of Online Transactions (္
), which were promulgated by the State Administration for Market Regulation on
March 15, 2021, lastly amended on March 18, 2025 and became effective on May 1, 2025, regulate
business activities involving the sale of goods or provision of services through the Internet or other
information networks. Operators engaging in online transactions are required to complete market
entity registration in accordance with the law (unless exempt under statutory provisions), truthfully
disclose business license and product/service information, adhere to principles of voluntariness,
fairness, and good faith, protect consumers’ rights and interests, and refrain from unlicensed
operations, false advertising, or the sale of counterfeit or substandard goods. Operators are subject
to supervision and inspection by market regulatory authorities.
REGULATORY OVERVIEW
–9 1–


--- page 101 ---
Laws and Regulations Relating to Network Security and Data Security, E-Commerce,
Advertising
Network security and data security
The Personal Information Protection Law of the PRC ()
was promulgated by the SCNPC and effective from November 1, 2021. The Personal Information
Protection Law requires, among others, that (i) the processing of personal information should have
a clear and reasonable purpose which should be directly related to the processing purpose, using a
method that has the least impact on personal rights and interests, and (ii) the collection of personal
information should be limited to the minimum scope necessary to achieve the processing purpose
to avoid the excessive collection of personal information.
Pursuant to the Cybersecurity Law of the PRC () promulgated
by SCNPC on November 7, 2016 and implemented since June 1, 2017, no individual or entity is
allowed to engage in any activities endangering cyber security, including hacking into others’
networks, interference with the normal functions of others’ networks and theft of cyber data; or
provide any programs or tools specifically used for activities endangering cyber security, including
hacking, interference with the normal functions and protective measures of a network, and theft of
cyber data; it is impermissible for any individual or entity to provide any assistance such as
technical support, advertising and promotion, or payment and settlement to any person who, having
been brought to such individual or entity’s knowledge, engages in activities endangering cyber
security. Network operators are required to take technical and any other necessary measures to
ensure the security of personal data they collect, and prevent information leaks, damage or loss. In
the event that leakage, damage or loss of personal data occurs or is likely to occur, such network
operators are required to take remedial measures immediately, and inform users in a timely manner
as required and report to relevant competent authorities.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍ձ਷
) which became effective on September 1, 2021. The PRC Data Security Law mainly
sets forth specific provisions regarding the establishment of basic systems for data security
management, including hierarchical data classification management system, risk assessment
system, monitoring and early warning system, and emergency response system. In addition, the PRC
Data Security Law clarifies the data security protection obligations of organizations and individuals
carrying out data activities and implements data security protection responsibilities.
Pursuant to Measures on Cybersecurity Review () jointly announced
by the Cyberspace Administration of China and several regulatory authorities in China on April 13,
2020 and implemented since June 1, 2020, last amended on December 28, 2021 and implemented
since February 15, 2022, the Cybersecurity Review Office (܃is established
under the Cyberspace Administration of China, and responsible for formulating cybersecurity
review systems and standards and organizing cybersecurity reviews. Key information infrastructure
operators who purchase network products and services and network platform operators who engage
in data processing activities that affect or may affect national security are subject to cybersecurity
review by the Cybersecurity Review Office. Network platform operators with personal data of more
than one million users must file applications to the Cybersecurity Review Office for cybersecurity
review before listing overseas. If the member units under the cybersecurity review working
mechanism opine that any network products and services and data processing activities affect or
potentially affect national security, the Cybersecurity Review Office has the duty to conduct a
review in accordance with relevant requirements after reporting to the Central Cyberspace Affairs
Commission for approval in compliance with the procedure.
REGULATORY OVERVIEW
–9 2–


--- page 102 ---
E-Commerce
The E-commerce Law of the PRC (), enacted by the SCNPC
on August 31, 2018, and implemented from January 1, 2019, establishes fundamental guidelines for
e-commerce operators engaged in commercial activities. According to this legislation, e-commerce
operators are obligated to uphold principles of voluntariness, equality, fairness, and good faith in
their business dealings. They are further mandated to comply with legal provisions and business
ethics, participate equitably in market competition, fulfill responsibilities pertaining to consumer
rights protection, environmental preservation, intellectual property safeguarding, network security,
and personal information confidentiality. E-commerce operators are also held accountable for the
quality of their products and services.
Advertising
The Advertisement Law of the PRC () promulgated by the
Standing Committee of the National People’s Congress on October 27, 1994, and effective from
February 1, 1995, with the latest amendment taking effect on April 29, 2021, stipulates that
advertisements must not contain false content and must not deceive or mislead consumers.
Recommendation or certification from advertising endorsers on the goods and services in
advertisements, shall be based on facts and in compliance with relevant laws and administrative
regulations, and such endorsers are not allowed to recommend or certify the goods or services that
they have not used or received. If operators violate the provisions of this law by disseminating false
advertisements, the market supervision and management authorities shall order them to cease the
publication of the advertisements, require them to eliminate the impact within the corresponding
scope, and impose fines of three to five times the advertising expenses. If the advertising expenses
cannot be calculated or are significantly understated, fines of no less than RMB200,000 and no
more than RMB1,000,000 shall be imposed. For those who commit violations three or more times
within two years or have other serious circumstances, fines of five to ten times the advertising
expenses shall be imposed. If the advertising expenses cannot be calculated or are significantly
understated, fines of no less than RMB1,000,000 and no more than RMB2,000,000 may be imposed.
In such cases, business licenses may be revoked, and the advertising review authority may revoke
the approval documents for advertising review and not accept their advertising review applications
for one year. If the violation constitutes a crime, criminal liability may be pursued.
The Administrative Measures for Internet Advertising (), which was
promulgated by the SAMR on February 25, 2023 and came into effect on May 1, 2023, provides
that an Internet advertisement shall be identifiable so that consumers will identify it is as such, and
the advertiser shall be responsible for the authenticity of the content of the Internet advertisement.
Regulations on Overseas Securities Offering and Listing by Domestic Companies
According to the Overseas Listing Trial Measures issued by the CSRC on February 17, 2023
and effective from March 31, 2023, where a domestic company issuer procures an overseas initial
public offering or listing, it shall file with the CSRC within three business days after submitting
application documents for overseas securities offering and listing.
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN THE U.S.
Our U.S. operations are conducted through two entities: a Delaware limited liability company
(“Delaware LLC ”) with its principal office in California, and a Washington limited liability
company (“ Washington LLC ”). The businesses operating in the U.S. are subject to a variety of
federal, state and local laws and regulations (“ U.S. Regulations ”). The U.S. Regulations expected
to be material to our operations are those relating to, among others, entity & filing, product liability
& consumer protection, advertising, listing & data privacy, shipping & environment, import, tariff
& product certification, employment, labor & workplace, and intellectual property as described
below.
REGULATORY OVERVIEW
–9 3–


--- page 103 ---
Entity & Filing
Both LLCs shall comply with applicable federal registration, tax identification and reporting
obligations under the Internal Revenue Code of 1986 (26 U.S.C.) and U.S. Department of the
Treasury regulations, including obtaining an Employer Identification Number, filing federal tax
returns, and maintaining appropriate accounting and recordkeeping.
The Delaware LLC shall maintain its legal existence and good standing in accordance with the
Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and all other applicable state
filing requirements. The Delaware LLC shall timely file its annual franchise tax report and pay the
franchise tax pursuant to 6 Del. C. § 18-1107, maintain a registered agent within the State of
Delaware, and keep accurate and complete company records as required by 6 Del. C. § 18-305. As
its principal office is located in California, it shall register as a foreign entity under the California
Corporations Code and comply with California’s recordkeeping and reporting requirements
applicable to foreign LLCs.
The Washington LLC shall comply with the Washington Limited Liability Company Act
(RCW 25.15). The Act requires a limited liability company incorporated in Washington state to
satisfy requirements regarding formation, registered agent, reports, governance, records, and annual
report filing rules.
Product Liability & Consumer Protection
Both LLCs shall ensure that all products manufactured, imported, or sold comply with
applicable federal product safety and consumer protection laws. This includes the Consumer
Product Safety Act (15 U.S.C. § 2051 et seq.), the Federal Trade Commission Act (15 U.S.C. § 45),
and related regulations issued by the Consumer Product Safety Commission (CPSC) and Federal
Trade Commission (FTC). They shall also conform to technical and labeling requirements, such as
disclosing net contents, the identity of the commodity, and the name and place of business of the
manufacturer, packer, or distributor under the Federal Communications Commission regulations (47
C.F.R. Part 15) and the Fair Packaging and Labeling Act (15 U.S.C. § 1451 et seq.). Both LLCs shall
comply with the Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.), which governs product
warranties, including written warranty disclosure and obligations to repair, replace, or refund
defective goods. Any potentially hazardous product defects or safety incidents must be promptly
reported, as required by law.
The Delaware LLC shall ensure compliance with California’s consumer protection and
business laws. This includes the Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.)
and the Consumers Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), which prohibit false,
misleading, or deceptive advertising related to products. The Delaware LLC shall also comply with
warranty obligations under the Song-Beverly Consumer Warranty Act (Cal. Civ. Code § 1790 et
seq.), which governs repair, replacement, or refund obligations for defective goods.
The Washington LLC shall comply with the Washington Consumer Protection Act (RCW
19.86), which prohibits unfair or deceptive business practices, including misrepresentations
regarding product safety. All marketing, warranty, and consumer communications made by the
Washington LLC must be truthful and non-deceptive.
Advertising, Listing & Data Privacy
Both LLCs shall comply with the Federal Trade Commission Act (15 U.S.C. § 45), which
prohibits unfair or deceptive acts or practices in commerce, including false or misleading
advertising. Claims regarding product performance, pricing, and endorsements must comply with
the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255) and applicable vendor
and seller policies, including online marketplace rules such as Amazon selling service policies. In
addition, both LLCs shall adhere to all applicable federal data protection and cybersecurity
requirements, including provisions under the Federal Trade Commission Act (15 U.S.C. § 45)
governing unfair or deceptive practices in data handling.
REGULATORY OVERVIEW
–9 4–


--- page 104 ---
The Delaware LLC shall comply with the California False Advertising Law (Cal. Bus. & Prof.
Code § 17500 et seq.), which prohibits untrue or misleading statements in advertising likely to
deceive consumers. The Delaware LLC shall also adhere to the California Online Privacy Protection
Act (CalOPPA), which requires a clear privacy policy when collecting personal data online. In
addition, the Delaware LLC shall comply with the California Consumer Privacy Act (Cal. Civ. Code
§ 1798.100 et seq.) and associated breach-notification requirements (Cal. Civ. Code § 1798.82).
The Washington LLC shall ensure that all product advertisements, online listings, and
marketing materials comply with Washington Consumer Protection Act (RCW 19.86), which
prohibits unfair or deceptive acts or practices. The Washington LLC shall also comply with the
Washington Data Breach Notification Law (RCW 19.255), which requires prompt notice of
unauthorized access to personal information. All operations shall implement reasonable
administrative, technical, and physical safeguards to protect customer and employee data from loss,
misuse, or unauthorized disclosure, and shall maintain policies consistent with applicable privacy,
information security, and consumer protection standards.
Shipping & Environment
Both LLCs shall comply with all federal laws governing the transportation, storage, and
disposal of electronic products and lithium batteries, including the U.S. Department of
Transportation Hazardous Materials Regulations (49 C.F.R. § 173). They shall also adhere to
applicable environmental protection statutes, such as the Resource Conservation and Recovery Act
(42 U.S.C. § 6901 et seq.), to ensure proper handling of hazardous materials.
The Delaware LLC shall comply with the California Electronic Waste Recycling Act (Cal.
Pub. Res. Code § 42460 et seq.) and the Hazardous Waste Control Law (Cal. Health & Safety Code
§ 25100 et seq.), which regulate the recycling, labeling, and disposal of covered electronic devices
and hazardous materials. The Delaware LLC shall also comply with Proposition 65 (Cal. Health &
Safety Code § 25249.5 et seq.), which requires clear warnings for products containing chemicals
known to cause cancer or reproductive harm.
The Washington LLC shall comply with the Washington’s waste management and electronic
product recycling programs under RCW 70A.500 and related regulations. All operations shall be
conducted in an environmentally responsible manner, ensuring proper handling of hazardous
materials and compliance with applicable sustainability and product stewardship standards.
Import, Tariff & Product Certification
Both LLCs shall comply with all U.S. customs regulations that apply to goods sourced from
abroad and sold within the United States. This includes the Tariff Act of 1930 (19 U.S.C. § 1202
et seq.), various U.S. Customs and Border Protection (CBP) regulations found in 19 C.F.R., and
relevant Harmonized Tariff Schedule (HTS) classifications.
Our products exported from China to the U.S. are subject to the following categories of U.S.
duties and tariffs:
 Normal customs duties : Normal or standard customs duties that are specific to the
product category, which are based on the applicable duty rate set forth in the Harmonized
Tariff Schedule of the United States (“ HTSUS ”). The base duties rates of the Company’s
products that are imported into the U.S. range from 0% to 12.5%, depending on the
specific product type and HTSUS classification;
 Section 301 tariffs : These are targeted tariffs on specific Chinese industrial, technology,
and consumer goods, which were first imposed during the first Trump Administration.
The applicable Section 301 tariffs of the Company’s products imported into the U.S. are
currently 0.0%, 7.5%, and 25%, depending on the import classification (HTSUS) of the
Company’s products. The U.S. Section 301 tariffs on Chinese imports were first
implemented beginning in 2018 and remain effective as of the date of the Prospectus;
REGULATORY OVERVIEW
–9 5–


--- page 105 ---
 Tariffs imposed under IEEPA applicable to all imports from China : Starting in
February 2025, the U.S. Government imposed certain tariffs on imported products from
China and many other countries. These tariffs were imposed under the authority of the
U.S. International Emergency Economic Powers Act (“ IEEPA”). While these tariffs
were subsequently declared to be contrary to law by the U.S. Supreme Court, and the
U.S. Government recently started issuing refunds to importers of record, the following
is a summary of the tariff rates imposed under IEEPA from February 5, 2025 through
February 20, 2026:
Effective Date IEEPA Measure
Applicable Tariff Rate on
China Imports
February 4, 2025 –
March 3, 2025 /H1100/H1100/H1100/H1100
Initial “fentanyl-related” IEEPA tariff
announced on imports from China
Additional 10% tariff
March 4, 2025 –
November 9, 2025 /H1100
Increase of fentanyl-related tariff Increased from 10% to
20%
April 5, 2025 –
April 8, 2025 /H1100/H1100/H1100/H1100
Global reciprocal tariff baseline
announced under IEEPA
10% baseline tariff
applicable to imports
from most countries
April 9, 2025 /H1100/H1100/H1100/H1100/H1100/H1100China-specific reciprocal tariff
announced
Additional 34% tariff on
imports from China
April 9, 2025 /H1100/H1100/H1100/H1100/H1100/H1100Increase of China-specific reciprocal
tariff following China’s retaliatory
measures
Increased from 34% to
84%
April 10, 2025 –
May 13, 2025 /H1100/H1100/H1100/H1100
Further increase of China-specific
reciprocal tariff
Increased from 84% to
125%
May 14, 2025 –
November 9, 2025 /H1100
Temporary suspension of heightened
reciprocal tariff rates following
U.S.-China trade discussions
Reciprocal tariff reduced
from 125% to 10% for a
90-day period; fentanyl-
related tariff remained at
20%
November 10, 2025 –
February 19, 2026 /H1100
Executive orders reducing fentanyl-
related tariff and extending
suspension of heightened reciprocal
tariff rates
Fentanyl-related tariff
reduced from 20% to
10%; reciprocal tariff
maintained at 10%
through November 10,
2026
February 20, 2026
and onward /H1100/H1100/H1100/H1100/H1100/H1100
the United States Supreme Court’s
decision determined that the
President lacks authority under
IEEPA to impose tariffs, thereby
rendering the reciprocal tariffs and
the “fentanyl-related” tariffs
imposed pursuant to IEEPA invalid.
0% reciprocal tariff and
0% fentanyl-related
tariff
 Section 122 tariffs : Immediately after the U.S. Supreme Court struck down the IEEPA
tariffs, on February 20, 2026 a 10% global baseline tariff applicable to all non-US
imports was imposed via a Presidential Executive Order under Section 122 of the Trade
Act of 1974, a law that was intended to address balance of payment deficits. This 10%
tariff rate is effective for a maximum period of 150 days, which ends on July 24, 2026.
On May 7, 2025, the U.S. Court of International Trade (“ CIT”) held that the Section 122
tariffs exceeded the U.S. President’s authority. However, the CIT held that the decision
REGULATORY OVERVIEW
–9 6–


--- page 106 ---
only applied to the plaintiffs that challenged the legal basis of the Section 122 tariffs.
In the meantime, the U.S. Government has appealed the CIT’s decision and the
collection of the 10% tariffs remains in place until further notice.
 De Minimis Tariff Exemption : On May 2, 2025, the U.S. Government ended duty-free
treatment for low-value ( de minimis ) imports valued at USD800 or less, from Chinese
Mainland and Hong Kong. New tariffs on these low value imports were introduced for
postal shipments which were initially levied at either 30% of the item’s declared value
or a flat fee of USD25 per item, which rose USD50 per item starting on June 1, 2025.
From April 2 to April 9, 2025, the U.S. tariff on low-value imports from Chinese
Mainland and Hong Kong increased from 30% to 120%. Currently, the U.S. duty rate on
all shipments from Chinese Mainland and Hong Kong, regardless of value, are based on
the normal duty and tariff rates applicable to the products. For a detailed discussion of
the applicable tariffs and the related risks, see “Risk Factors — Risks Related to Our
Business and Industry — Changes in international trade policies, geopolitics and trade
protection measures, export controls and economic or trade sanctions may affect our
business, financial condition and results of operations.”
Both LLCs shall also ensure that all imported electronic products, including power banks,
chargers and earphones, comply with applicable safety, labeling, and Federal Communications
Commission (FCC) standards. FCC Part 15 governs devices that emit or receive radiofrequency
(RF) energy, including both intentional and unintentional radiators. Products containing CPUs,
Bluetooth, Wi-Fi, or wireless charging modules must meet the FCC’s emission limits and display
the required labeling.
Employment, Labor & Workplace
Both LLCs shall comply with the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), which
governs minimum wage, overtime pay and recordkeeping. Both LLCs shall also comply with the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), which requires employers to provide
a safe and healthful workplace free from recognized hazards and to adhere to applicable safety and
health standards established by the Act. In addition, both LLCs shall comply with Title VII of the
Civil Rights Act (42 U.S.C. § 2000e), which prohibits employment discrimination on the basis of
race, color, religion, sex, or national origin.
The Delaware LLC shall comply with the California Labor Code, which governs minimum
wage, overtime pay, meal and rest periods, workplace safety, workers’ compensation, and other
employment standards. These requirements are enforced by the Division of Labor Standards
Enforcement (DLSE) and the California Occupational Safety and Health Administration
(Cal/OSHA) under the California Occupational Safety and Health Act (Cal. Labor Code § 6300 et
seq.). The Delaware LLC shall also comply with the Fair Employment and Housing Act (Cal. Gov’t
Code § 12900 et seq.), which prohibits discrimination and harassment in employment based on
protected characteristics.
The Washington LLC shall comply with all applicable Washington State employment and
workplace laws. This includes the Washington Minimum Wage Act (RCW 49.46), which governs
payment of wages, working hours and overtime. The Washington LLC shall also follow workplace
safety standards under the Washington Industrial Safety and Health Act (RCW 49.17). In addition,
it is required to provide benefits and contributions for workers’ compensation (RCW 51.16),
unemployment insurance (RCW 50.24), and paid family and medical leave (RCW 50A.10). All
employment practices must adhere to Washington’s Law Against Discrimination (RCW 49.60).
Intellectual Property
Both LLCs shall respect and protect all intellectual property rights in accordance with
applicable federal and state laws, including the Patent Act (35 U.S.C .§1e t seq.), the Lanham Act
(15 U.S.C. § 1051 et seq.), and the Copyright Act (17 U.S.C. § 101 et seq.). They shall maintain
REGULATORY OVERVIEW
–9 7–


--- page 107 ---
proper ownership, registration, and enforcement of its patents, trademarks, and other proprietary
assets held by its parent company or affiliates, and shall avoid any infringement or unauthorized use
of third-party intellectual property. All products, marketing materials, and online listings shall
accurately represent trademark ownership, patent markings, and licensing status in compliance with
USPTO regulations and applicable U.S. intellectual property laws.
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN UK
Our business in the UK is subject to various legal regulations. Below is an overview of the
laws and regulations materially relevant to our business in the UK.
Consumer Rights and Distance Selling
The Consumer Rights Act 2015
The Consumer Rights Act 2015 is a key piece of legislation which provides for a consumers
statutory rights and remedies in respect of contracts for the sale and supply of goods, digital content
and services and sets out the requirements for consumer contracts and notices to be fair and
transparent. It also codifies the law on unfair terms in consumer contracts.
Some of the key provisions include: (i) goods must be of satisfactory quality, fit for purpose
and as described. These terms are implied into the contract and cannot be excluded; (ii) goods must
be delivered within any time agreed between the trader and the consumer or without undue delay
and in any event within 30 days; (iii) tiered remedies for faulty goods including the right to repair
and replacement before an obligation to refund arises; (iv) certain terms that are deemed “unfair”
or subject to the “Fairness test” which seek to exclude or restrict the consumers rights or remedies
or seek to make a consumer’s enforcement of their statutory rights subject to restrictive or onerous
conditions or to be put at a disadvantage as a result of pursuing a right or remedy.
V arious remedies are available to the consumer depending on which of the consumers
statutory rights have been breached — which include the right to reject the goods, right to repair
or replacement, redelivery and the right to a price reduction or refund.
The Consumer Contracts Information Cancellation and Additional Charges Regulations 2013
The Consumer Contracts Information Cancellation and Additional Charges Regulations 2013
applies to contracts for goods and services and digital content made by means of distance
communications — online sales (where the buyer and seller are not physically present
simultaneously). Some of the key legal requirements are that (i) customers must be given
pre-contract information in a clear and comprehensive manner, including details of their right to
cancel and the total price of goods including taxes and (ii) subject to certain exceptions, customers
have a right to cancel at any time within a 14-day cooling off period, without having to give any
reason. This period can be extended to 12 months if the trader fails to provide cancellation
information. Details must be included on the relevant website.
Data Protection
UK General Data Protection Regulation
UK data laws require that personal data (which includes data relating to customers) is
processed fairly, transparently and lawfully. The UK General Data Protection Regulation retains the
European General Data Protection Regulation in UK law (even though the UK left the European
Union in 2020) and, supplemented by the Data Protection Act 2018, sets out the framework for data
protection in the UK.
REGULATORY OVERVIEW
–9 8–


--- page 108 ---
It applies to organisations processing the personal data of individuals in the UK, regardless of
where the organisation is based. Processing is only permitted if one of the lawful basis for
processing applies (e.g. consent, contract, legal obligation, vital interest, public task and legitimate
interests). Companies processing personal data must follow strict rules — the seven “data protection
principles” which are (i) lawfulness, fairness and transparency (ii) use for the specified purpose for
which it was collected (iii) limited to what is required (iv) accurate and kept up to date (v) kept for
no longer than necessary (vi) kept securely and (vii) the organisation is accountable for compliance
and record keeping to demonstrate compliance.
Organisations must demonstrate compliance including maintaining records of processing,
conducting Data Impact Assessments for high risk processing and may require to appoint a Data
Protection Officer.
Penalties for processing personal data in breach of the regulations can extend to £17.5 million
or, if higher, 4% of global annual turnover.
There are additional rules around the transfer of personal data internationally and stringent
safeguards may need to be put in place if data is collected in the UK but is then transferred to a
different country to be processed and that country is not on the “approved” list.
UK GDPR requires companies to publish a “privacy notice” on their website which is a public
document explaining how that company processes personal data and how it applies data protection
principles.
Stricter rules apply to processing special categories of data (e.g. relating to health, race,
religion, sexual orientation).
Reuse, recycling and disposal of waste
UK law also contains specific legislation designed to promote the reuse, recycling, and
environmentally sound disposal of waste electrical equipment, waste batteries, packaging waste
generated by traders and encourage producer responsibility.
Waste and Electrical and Electronic Equipment Regulations 2013 (as amended)
The Waste Electrical and Electronic Equipment Regulations 2013 (as amended) implement the
EU WEEE Directive in the UK, aiming to reduce the environmental impact of electrical and
electronic equipment (EEE) waste. Key provisions include (i) requirements that Producers
(manufacturers, importers, re-branders) must register, finance the collection, treatment, recovery,
and environmentally sound disposal of WEEE, and provide information to users about safe disposal
(ii) requirements that Distributors offer take-back services for household WEEE on a one-for-one
basis when supplying new EEE, and provide information to consumers about WEEE disposal (iii)
targets for the collection, treatment, and recovery of WEEE, including minimum recycling rates and
requirements for proper treatment facilities (iv) requirement that EEE must be marked with the
crossed out wheeled bin symbol and producers must provide information on components and
materials for proper treatment and (v) requirement to keep appropriate records of EEE placed and
WEEE handled.
The Waste Batteries and Accumulators Regulations 2009 (as amended)
The Waste Batteries and Accumulators Regulations 2009 (as amended) implement the EU
Batteries Directive in the UK, aiming to minimise the environmental impact of batteries and
accumulators. Key provisions include: (i) Producers (manufacturers, importers, re-branders) must
register, finance the collection, treatment and recycling of waste batteries and report data on
batteries placed on the market; (ii) set targets for the collection of portable batteries, requiring
producers to achieve specified collection rates (iii) requirement to offer free take-back services for
waste portable batteries and provide information about safe disposal (iv) requirement that waste
batteries be treated and recycled at approved facilities, with minimum recycling efficiencies
REGULATORY OVERVIEW
–9 9–


--- page 109 ---
specified for different battery types (v) restricting the marketing of batteries containing certain
hazardous substances (e.g., mercury, cadmium, lead) above specified thresholds (vi) requirement to
mark batteries with the crossed-out wheeled bin symbol and chemical symbols for hazardous
substances and (vii) requirement to keep appropriate records.
The Producer Responsibility Obligations (Packaging Waste) Regulations 2007 (as amended)
The Producer Responsibility Obligations (Packaging Waste) Regulations 2007 (as amended)
implement the EU Packaging and Packaging Waste Directive in the UK, aiming to reduce the
environmental impact of packaging waste and promote recycling and recovery. The regulations
apply to Producers that handle more than 50 tonnes of packaging and have a turnover above £2
million per year. Key provisions include requirements to (i) register annually and submit data on
the amount and type of packaging handled (ii) meet specific recovery and recycling targets for
packaging waste, calculated as a proportion of packaging handled (iii) demonstrate compliance by
obtaining PRNs/PERNs from accredited reprocessors/exporters, evidencing that equivalent amounts
of packaging waste have been recovered or recycled (iv) keep appropriate records and (v) provide
information to the public about compliance and the environmental impact of packaging.
The Packaging Waste (Data Reporting) (England) Regulations 2023
The Packaging Waste (Data Reporting) (England) Regulations 2023 introduce new
requirements for certain organisations to collect and report detailed data on packaging they supply
in England. This is part of the move towards Extended Producer Responsibility (EPR) for
packaging. The regulations apply to organisations that supply packaging to consumers or businesses
in England and meet specified thresholds (generally, those handling more than 25 tonnes of
packaging and with a turnover above £1 million). Key provisions include (i) obligations to collect
and report detailed data on the types, weights, and materials of packaging supplied, including
information on whether packaging is household or non-household, and whether it is reusable (ii)
requirement that data be reported to the Environment Agency at specified intervals and (iii)
requirement to keep appropriate records.
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN JAPAN
This section sets out a summary of certain aspects of laws and regulations of Japan, which are
relevant to the business and operations of our Group.
Laws and Regulations in relation to Decision-Making
Under the Companies Act (Act No. 86 of 2005), the general meeting of shareholders
constitutes the supreme decision-making body of a stock company ( kabushiki kaisha ). The
establishment of a board of directors is optional, and in the absence of a board of directors, the
directors shall, in principle, execute the business of the company.
Laws and Regulations in relation to Importation of Electrical Appliances and Materials
Under the Electrical Appliances and Materials Safety Act (Act No. 234 of 1961), a business
operator engaged in the importation of electrical appliances and materials is required to file a
notification of import business. Importers are further obligated to ensure that electrical appliances
and materials conform to the prescribed safety standards and to affix the PSE mark, etc.
Laws and Regulations in relation to Protection of Personal Information
Under the Act on the Protection of Personal Information (Act No. 57 of 2003), a business
operator handling personal information must notify or publicly announce the purpose of use of such
information. When providing personal information to a third party, the business operator must
obtain the consent of the individual concerned, unless the case falls under any of the statutory
exceptions.
REGULATORY OVERVIEW
– 100 –


--- page 110 ---
Laws and Regulations in relation to Mail-Order Sales
Under the Act on Specified Commercial Transactions (Act No. 57 of 1976), a business
operator engaged in mail-order sales must clearly indicate on its website or other medium its name,
address, and other statutory particulars. In addition, on the final sales screen of an e-commerce site,
the business operator is required to display certain information to consumers as mandated by the
Act.
Laws and Regulations in relation to Unjustifiable Premiums and Misleading Representations
Under the Act against Unjustifiable Premiums and Misleading Representations (Act No. 134
of 1962), representations that are likely to mislead consumers into believing that goods or services
are of superior quality or offered on more favorable terms than they actually are, are prohibited.
So-called “stealth marketing” practices are also prohibited under this Act.
Laws and Regulations in relation to Consumer Contracts
Under the Consumer Contract Act (Act No. 61 of 2000), in consumer contracts subject to the
Act, any contractual clause that unjustly exempts or mitigates the business operator’s obligations
or restricts the consumer’s rights shall be void.
Laws and Regulations in relation to Product Liability and Consumer Protection
Pursuant to the Product Liability Act of Japan (Act No. 85 of 1994), in the case where a defect
in a product causes damage to the life, body, or property of others, “the manufacturer, etc.” is liable
for such damage. If such product is imported, the importer is included in definition of
“manufacturer, etc.”
Laws and Regulations in relation to Labor and Employment
In Japan, there are various labor-related laws, such as the Labor Standards Act of Japan (Act
No. 49 of 1947), the Industrial Safety and Health Act of Japan (Act No. 57 of 1972), and the Labor
Contract Act of Japan (Act No. 128 of 2007). The Labor Standards Act of Japan stipulates the
minimum standards for working conditions, such as working hours, vacation periods, and vacation
days. The Occupational Safety and Health Act of Japan mandates the implementation of measures
to ensure worker safety and for the protection of workers’ health in the workplace. The Labor
Contract Act of Japan provides for changes in employment contracts and rules, dismissal, and
disciplinary action.
Laws and Regulations in relation to International Trade/Cross-border Trade
Under the Customs Act of Japan (Act No. 61 of 1954), in the case where an importer is
accepting goods arriving in Japan from a foreign country, an import declaration shall be filed with
Japan Customs in principle and customs duties, if any, shall be paid. When an import declaration
is made, Japan Customs shall inspect the goods as necessary, and after confirming that the importer
has paid the corresponding customs duties, permit the importation of the goods.
If goods require a permit upon importation under laws and regulations other than the Customs
Act of Japan, it would be necessary for an importer to obtain a permit prior to filing the import
declaration. However, industrial robots do not require special permission for importation.
Laws and Regulations in relation to Tax
Japanese companies are obliged to pay corporate tax. Corporate tax is broken down into two
parts: one part is levied based on the annual income of the previous year, and the other part is levied
uniformly regardless of the annual income. Corporate tax rates and amounts vary depending on a
company’s income and size (capital and number of employees), ranging from 15% to 23.2%.
REGULATORY OVERVIEW
– 101 –


--- page 111 ---
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN HONG KONG
Overview of the Laws and Regulations Relating to Our Business and Operations in Hong
Kong.
Regulations Relating to Business Registration
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“BRO”)
Every person, (a company or individual), who carries on a business in Hong Kong is required
under the BRO to apply for a business registration certificate from the Inland Revenue Department
within one month from the date of commencement of the business, and to display a valid business
registration certificate at the place of business. Business registration does not serve to regulate
business activities and it is not a licence to trade. Business registration serves to notify the Inland
Revenue Department of the establishment of a business in Hong Kong. Business registration
certificate will be issued on submission of the necessary document(s) together with payment of the
relevant fee. A business registration certificate is renewable every year or every three years (if
business operators elect for issuance of business registration certificate that is valid for three years).
Any person who fails to apply for business registration shall be guilty of an offence and shall be
liable to a fine of HK$5,000 and to imprisonment for one year.
Regulations Relating to Sale of Goods
Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) (“SOGO”)
The SOGO governs the formation, performance and remedies of contract for the sale of goods
in Hong Kong and the transfer of title of goods sold. The ordinance also sets out certain implied
terms or conditions and warranties generally relating to the safety and suitability of goods supplied
under a contract of sale for goods in Hong Kong, including:
(a) Where there is a sale of goods by description, the goods shall correspond with the
description;
(b) Where the seller sells goods in the course of a business, the goods shall be of a
merchantable quality, i.e. (a) as fit for the purpose or purposes for which the goods of
that kind are commonly bought; (b) of such standard of appearance and finish; (c) as free
from defects (including minor defects); (d) as safe; and (e) as durable, as it is reasonable
to expect having regard to any description applied to them, the price (if relevant) and all
the other relevant circumstances; and
(c) Where the seller sells goods in the course of a business and the buyer makes known to
the seller (whether expressly or by implication) any particular purpose for which the
goods are being bought, the goods supplied under the contract shall be reasonably fit for
that purpose.
Under section 55 of the SOGO, where there is a breach of warranty by the seller, the buyer
is not, by reason only of such breach of warranty, entitled to reject the goods, but he may set up
against the seller the breach of warranty in diminution or extinction of the price, or maintain an
action against the seller for damages for the breach of warranty.
Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (“TDO”)
Under the TDO, (a) use of false trade descriptions; (b) false, misleading or incomplete
information, (c) false marks and misstatements in respect of products, and (d) false trade
descriptions in respect of services supplied are prohibited. In addition, the TDO makes certain trade
practices criminal offence, namely: (a) misleading omission; (b) aggressive commercial practices;
(c) bait advertising; (d) bait and switch; and (e) wrongful acceptance of payment. The TDO also
provides for offences relating to forged trade mark, and falsely applying of trade mark or
resembling marks.
REGULATORY OVERVIEW
– 102 –


--- page 112 ---
Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong)
(“SSITO”)
Under the SSITO, certain terms are implied in the contracts with customers for the supply of
services, including: (a) that the supplier will carry out the service with reasonable care and skill;
(b) that the supplier will carry out the service within a reasonable time (if the time of service is not
fixed or fixed in a manner agreed); (c) that the party contracting with the supplier will pay a
reasonable charge (if the consideration is not determined by the contract or left to be determined
in a manner agreed or by course of dealing between the parties).
Unconscionable Contracts Ordinance (Chapter 458 of the Laws of Hong Kong) (“UCO”)
Under the UCO, if the Hong Kong court finds that a contract for sale of goods or supply of
services (in which one of the parties deals as consumer) to have been unconscionable in the
circumstances relating to the contract at the time it was made, the court may: (a) refuse to enforce
the contract; (b) enforce the remainder of the contract without the unconscionable part; (c) limit the
application of, or revise or alter, any unconscionable part to avoid unconscionable result.
Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong) (“CECO”)
The CECO limits the extent to which civil liability for breach of contract, or for negligence
or other breach of duty, can be avoided by means of contract terms and otherwise.
Under section 7 of the CECO, a person cannot by reference to any contract term or to a notice
given to persons generally or to particular persons exclude or restrict his liability for death or
personal injury resulting from negligence. Further, in the case of other loss or damage, a person
cannot so exclude or restrict his liability for negligence except in so far as the term or notice
satisfies the requirement of reasonableness.
Under section 8 of the CECO, as between contracting parties where one of them deals as
consumer or on the other’s written standard terms of business, as against that party, the other cannot
by reference to any contract term (i) when himself in breach of contract, exclude or restrict any
liability of his in respect of the breach; (ii) claim to be entitled to render a contractual performance
substantially different from that which was reasonably expected of him; or (iii) claim to be entitled
in respect of the whole or any part of his contractual obligation, to render no performance at all,
except in so far as the contract term satisfies the requirement of reasonableness.
Under section 9 of the CECO, a person dealing as consumer cannot by reference to any
contract term be made to indemnify another person (whether a party to the contract or not) in respect
of liability that may be incurred by the other for negligence or breach of contract, except in so far
as the contract term satisfies the requirement of reasonableness.
In relation to a contract term, the requirement of reasonableness for the purposes of the CECO
is satisfied only if the court or arbitrator determines that the term was a fair and reasonable one to
be included having regard to the circumstances which were, or ought reasonably to have been,
known to or in the contemplation of the parties when the contract was made.
Misrepresentation Ordinance (Chapter 284 of the Laws of Hong Kong) (“MO”)
The MO imposes a statutory liability for misrepresentation and controls the use of provisions
excluding liability for misrepresentation in contracts. Liability may arise under the MO where a
party to a contract is induced to enter into that contract by a misrepresentation of a material fact
made by the other party. If the action is successful, the party who relied on the misrepresentation
will be entitled to rescind the contract. Damages may also be granted if the misrepresentation was
made fraudulently or negligently.
REGULATORY OVERVIEW
– 103 –


--- page 113 ---
Regulations Relating to Importation and Exportation of Goods
The Import and Export Ordinance (Chapter 60 of the Laws of Hong Kong) (the “ Import and
Export Ordinance ”) provides for the regulation and control of the import of articles into Hong
Kong, the export of articles from Hong Kong, the handling and carriage of articles within Hong
Kong which have been imported into Hong Kong or which may be exported from Hong Kong, and
any matter incidental to or connected with the foregoing.
The import and export of certain articles are prohibited unless with the relevant licences
issued by the Director-General of Trade and Industry. If the goods to be imported or exported are
“prohibited articles” or “reserved commodities” under the Import and Export Ordinance and the
Reserved Commodities (Control of Imports, Exports and Reserve Stocks) Regulations (Chapter
296A of the Laws of Hong Kong), shipping companies, airlines and transportation companies are
required to deliver within 14 days to the Director-General of Trade and Industry the import/export
licences together with the relevant manifests of the vessel, aircraft or vehicle.
Pursuant to the Import and Export (Registration) Regulations (Chapter 60E of the Laws of
Hong Kong), every person who imports/exports any article other than an exempted article shall
lodge with the Commissioner an accurate and complete import/export declaration relating to such
article using services provided by a specified body, in accordance with the requirements that the
Commissioner of Customs and Excise may specify. Every declaration required to be lodged shall
be lodged within 14 days after the importation/exportation of the article to which it relates.
Hong Kong is a free port and does not levy any customs tariff on imports and exports.
Regulations Relating to Employment
Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) (“OSHO”)
The OSHO provides for the safety and health protection to employees in workplace, both
industrial and non-industrial. Under section 6 of the OSHO, every employer must, so far as
reasonably practicable, ensure the safety and health at work of all the employer’s employees by:
 providing and maintaining plant and systems of work that are safe and without risks to
health;
 making arrangements for ensuring safety and absence of risks to health in connection
with the use, handling, storage or transport of plant and substances;
 providing information, instruction, training and supervision as may be necessary to
ensure the safety and health at work of the employees;
 as regards any workplace under the employer’s control, maintaining the workplace in a
condition that is safe and without risks to health or providing or maintaining means of
access to and egress from the workplace that are safe and without any such risks; and
 providing or maintaining a working environment for the employees that is safe and
without risks to health.
Failure to comply with the above provisions constitutes an offence and the employer is liable
on conviction to a fine of HK$200,000. An employer who fails to do so intentionally, knowingly
or recklessly commits an offence and is liable on conviction to a fine of HK$200,000 and to
imprisonment for six months.
The Commissioner for Labour may serve an improvement notice on an employer against
contravention of the OSHO or the FIUO, or a suspension notice against activity or condition or use
of workplace or of any plant or substance located on the workplace which may create an imminent
risk of death or serious bodily injury to the employees. Failure to comply with a requirement of an
REGULATORY OVERVIEW
– 104 –


--- page 114 ---
improvement notice or contravenes a suspension notice without reasonable excuse constitutes an
offence and the employer is liable on conviction to a fine of HK$200,000 and HK$500,000,
respectively, and to imprisonment for 12 months.
Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) (“OLO”)
The OLO regulates the obligations of a person occupying or having control of premises on
injury resulting to persons or damage caused to goods or other property lawfully on the land. The
Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take
such care as in all the circumstances of the case is reasonable to see that the visitors will be
reasonably safe in using the premises for the purposes for which he is invited or permitted by the
occupier to be there.
Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“EO”)
The EO regulates the general conditions of employment and matters connected therein in
Hong Kong. It provides for various employment-related benefits and entitlements to employees. All
employees covered by the EO, irrespective of their hours of work, are entitled to protection
including payment of wages, restrictions on wages deductions and the granting of statutory
holidays. Employees who are employed under a continuous contract are further entitled to such
benefits as rest days, paid annual leave, sickness allowance, severance payment and long service
payment.
Employee’s Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“ECO”)
The ECO establishes a no-fault and non-contributory employee compensation system for work
injuries and lays down the rights and obligations of employers and employees in respect of injuries
or deaths caused by accidents arising out of and in the course of employment, or by prescribed
occupational diseases. Under the ECO, if an employee sustains an injury or dies as a result of an
accident arising out of and in the course of his employment, his employer is in general liable to pay
compensation even if the employee might have committed acts of faults or negligence when the
accident occurred. Similarly, an employee who suffers incapacity or dies arising from an
occupational disease is entitled to receive the same compensation as that payable to employees
injured in occupational accidents.
According to section 40 of the ECO, all employers are required to take out insurance policy
to cover their liabilities both under the ECO and at common law for injuries at work in respect of
all employees (including full-time and part-time employees) for an amount not less than the
applicable amount specified under the ECO. An employer who fails to comply with the ECO to
secure an insurance cover is liable on conviction upon indictment to a fine at level 6 (currently at
HK$100,000) and to imprisonment for two years, and on summary conviction to a fine at level 6
(currently at HK$100,000) and to imprisonment for one year.
Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (“MWO”)
The MWO provides for a prescribed minimum hourly wage rate during the wage period for
every employee engaged under a contract of employment under the EO (except those specified
under section 7 of the MWO). A provision of a contract of employment that purports to extinguish
or reduce any right, benefit or protection conferred on the employee by the MWO is void.
Mandatory Provident Fund Scheme Ordinance (Chapter 485 of the Laws of Hong Kong)
(“MPFSO”)
The MPFSO provides for, inter alia, the establishment of a system of privately managed,
employment related mandatory provident fund schemes for members of the workforce to accrue
financial benefits for retirement. Subject to the minimum and maximum relevant income levels, it
is mandatory for both employers and their employees to contribute 5% of the employee’s relevant
REGULATORY OVERVIEW
– 105 –


--- page 115 ---
income to the mandatory provident fund scheme. Currently, the minimum and maximum relevant
income levels for employees who are paid monthly are HK$7,100 and HK$30,000 respectively.
Further, employers are obliged to enroll their employees aged 18 to 65 to a Mandatory Provident
Fund Scheme within 60 days of his or her employment.
Immigration Ordinance (Chapter 115 of the Laws of Hong Kong) (“IO”)
Generally speaking, under the IO, a person is required to hold a visa/entry permit to work in
Hong Kong unless he has the right of abode or right to land in Hong Kong. Section 17I of the IO
stipulates that any person who is the employer of an employee who is not lawfully employable
commits an offence and is liable to a fine of HK$350,000 and to imprisonment for three years if
the employee is not a prohibited employee, and if the employee is a prohibited employee, to a fine
of HK$500,000 and to imprisonment for 10 years.
Regulations Relating to Taxes
Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (“IRO”)
As our Group carry out business in Hong Kong, the Company are subject to the profits tax
regime under the IRO. The IRO is an ordinance for the purposes of imposing taxes on property,
earnings and profits in Hong Kong. The IRO provides, among others, that persons, which include
corporations, partnerships, trustees and bodies of person, carrying on any trade, profession or
business in Hong Kong are chargeable to tax on all profits (excluding profits from the sale of capital
assets) arising in or derived from Hong Kong from such trade, profession or business. As at the
Latest Practicable Date, the standard profits tax rate for corporations is currently at 8.25% on
assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over
HK$2,000,000. The IRO also contains provisions relating to, among others, permissible deductions
for outgoings and expenses, set-offs for losses and allowance for depreciation.
Section 51(1) of the IRO requires every person, upon receipt of a written notice from the
Inland Revenue Department, to submit a return within a reasonable time as stated in such notice.
In relation to (i) any tax computation containing incorrect information (the “Incorrect
Information”); and (ii) the filing of tax return containing the Incorrect Information, a person may
be subject to prosecution under section 80(2) or 82(1) of the IRO pursuant to which:
(a) Any person who without reasonable excuse files an incorrect return commits an offence
under section 80(2) of the IRO and is liable on conviction to a fine at level 3 (i.e.
HK$10,000) and a further fine of treble the amount of tax which has been undercharged
as a result of the incorrect return, statement or information or omission, or would have
been so undercharged if the return, statement or information had been accepted as
correct or the omission had not been detected.
(b) Any person who willfully with intent to evade or to assist any other person to evade tax
omits from a return any sum which should be included commits an offence under section
82(1) of the IRO is liable:
(i) on summary conviction to a fine at level 3 (i.e. HK$10,000), a further fine of treble
the amount of tax which has been undercharged in consequence of the offence or
which would have been undercharged if the offence has not been detected and
imprisonment for 6 months; and
(ii) on indictment to a fine at level 5 (i.e. HK$50,000), a further fine of treble the
amount of tax which has been undercharged in consequence of the offence or
which would have been undercharged if the offence has not been detected and
imprisonment for 3 years.
(c) Under sections 80(5) and 82(2) of the IRO, the Commissioner of Inland Revenue may
compound any offence in lieu of prosecution.
REGULATORY OVERVIEW
– 106 –


--- page 116 ---
(d) Under section 82A of the IRO, any person who without reasonable excuse makes an
incorrect return by omitting or understating anything in respect of which he is required
to make a return, shall, if no prosecution under section 80(2) or 82(1) has been instituted
in respect of the same facts, be liable to be assessed to additional tax of an amount not
exceeding treble the amount of tax undercharged as a result of the filing of the incorrect
tax return.
Additionally, section 51C of the IRO provides that any person carrying on a trade, profession
or business in Hong Kong shall keep sufficient records in the English or Chinese language of his
income and expenditure to enable the assessable profits of such trade, profession or business to be
readily ascertained and shall retain such records for a period of not less than seven years after the
completion of the transactions, acts or operations to which they relate. The section sets out general
requirement of records that should be kept. Any person who without reasonable excuse fails to
comply with section 51C is liable on conviction to a maximum fine at level 6 (i.e. HK$100,000).
Regulations Relating to Data Protection
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”)
The PDPO imposes a statutory duty on data users to comply with the requirements of the six
data protection principles (the “ Data Protection Principles ”) contained in Schedule 1 to the PDPO.
The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes
a Data Protection Principle unless the act or practice, as the case may be, is required or permitted
under the PDPO.
The Data Protection Principles are summarized as follows:
(a) Adequate personal data should be collected (i) for a lawful purpose, which is necessary
for and directly related to a function or activity of the data user, (ii) by fair and lawful
means. The person whose data is being collect is informed (a) that whether he is
obligatory or voluntary for him to supply the data, (b) the purpose of the collection and
the class of persons to whom the data may be transferred, (c) on or before, his right to
access and correct the data collected and the information of the person who might handle
such requests.
(b) All practicable steps shall be taken to ensure the accuracy of the person data collected,
and kept not long than is necessary.
(c) Personal data should not be used for the purposes outside of the person’s consent.
(d) All practicable steps shall be taken to ensure that any personal data held by a data user
is protected against unauthorized or accidental access, processing, erasure, loss or use.
(e) All practicable steps shall be taken to ensure that a person can (a) ascertain a data user’s
policies and practices in relation to personal data; (b) be informed of the kind of personal
data held by a data user; (c) be informed of the main purposes for which personal data
held by a data user is or is to be used.
(f) A data subject shall be entitled to ascertain whether a data user holds personal data of
which he is the data subject and request access to personal data. The data subject should
be given reasons if the request is refused and right to object to the refusal.
Contravention with the Data Protection Principles may entitle the Privacy Commissioner for
Personal Data to issue a written notice directing the data user to remedy and prevent recurrence of
contravention. Contravention with the above notice is an offence and the offender is liable on (a)
first conviction to a fine HK$50,000 and to imprisonment for two years, and if the offence continues
after the conviction, to a daily penalty of HK$1,000; and (b) second or subsequent conviction to a
REGULATORY OVERVIEW
– 107 –


--- page 117 ---
fine at HK$100,000 and to imprisonment for two years, and if the offence continues after the
conviction, to a daily penalty of HK$2,000. It is a defense to the above offence if the data user
shows that he exercised all due diligence to comply with the enforcement notice.
The PDPO also gives data subjects certain rights, inter alia:
 the right to be informed by a data user whether the data user holds personal data of which
the individual is the data subject;
 if the data user holds such data, to be supplied with a copy of such data; and
 the right to request correction of any data they consider to be inaccurate.
The PDPO criminalises, including but not limited to, the misuse or inappropriate use of
personal data in direct marketing activities, non-compliance with a data access request and the
unauthorised disclosure of personal data obtained without the relevant data user’s consent. An
individual who suffers damage, including injured feelings, by reason of a contravention of the
PDPO in relation to his or her personal data may seek compensation from the data user concerned.
Regulations Relating to Intellectual Properties
Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)
The Trade Mark Ordinance protects registered trademarks. The duration of the registered
trademarks is for ten years, which can be further renewed for ten years per renewal. A registered
trade mark may be challenged in revocation proceedings if it is not used in Hong Kong for a
continuous period of three years.
A person infringes a registered trade mark if he uses in the course of trade or business a sign:
(a) which is identical to the trade mark in relation to goods or services which are identical
to those for which it is registered;
(b) which is identical to the trade mark in relation to goods or services which are similar to
those for which it is registered, and the use of the sign in relation to those goods or
services is likely to cause confusion on the part of the public;
(c) which is similar to the trade mark in relation to goods or services which are identical or
similar to those for which it is registered and the use of the sign in relation to those
goods or services is likely to cause confusion on the part of the public; or
(d) which is identical or similar to the well-known trade mark in relation to any goods or
services, and the use of the sign, being without due cause, takes unfair advantage of, or
is detrimental to, the distinctive character or repute of the trade mark.
Regulations Relating to Anti-money Laundering and Counter-terrorist financing
Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)
(“DTROP”)
Among other things, the DTROP contains provisions for the investigation of assets suspected
to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation
of the proceeds from drug trafficking activities by the competent authorities. It is an offence under
the DTROP for a person to deal with any property knowing or having reasonable grounds to believe
it to represent the proceeds from drug trafficking. The DTROP requires a person to report to an
authorised officer if he/she knows or suspects that any property (in whole or in part directly or
indirectly) represents the proceeds of drug trafficking or is intended to be used or was used in
connection with drug trafficking, and failure to make such disclosure constitutes an offence under
the DTROP .
REGULATORY OVERVIEW
– 108 –


--- page 118 ---
Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong) (“OSCO”)
Among other things, the OSCO empowers officers of the Hong Kong Police Force and the
Hong Kong Customs & Excise Department to investigate organised crime and triad activities, and
confers jurisdiction on the Hong Kong courts to confiscate the proceeds of organised and serious
crimes, to issue restraint orders and charging orders in relation to the property of defendants of
specified offences under the OSCO. The OSCO extends the money laundering offence to cover the
proceeds from all indictable offences in addition to drug trafficking.
United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong)
(“UNATMO”)
Among other things, the UNA TMO stipulates that it is a criminal offence to: (1) provide or
collect property (by any means, directly or indirectly) with the intention or knowledge that the
property will be used to commit, in whole or in part, one or more terrorist acts; or (2) make any
property or financial (or related) services available, by any means, directly or indirectly, to or for
the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or
terrorist associate, or collect property or solicit financial (or related) services, by any means,
directly or indirectly, for the benefit of a person knowing that, or being reckless as to whether, the
person is a terrorist or terrorist associate. The UNA TMO also requires a person to disclose his
knowledge or suspicion of terrorist property to an authorised officer, and failure to make such
disclosure constitutes an offence under the UNA TMO.
LA WS AND REGULATIONS RELATED TO OUR BUSINESS IN UNITED ARAB
EMIRATES
Our UAE subsidiaries trade in electrical and electronic appliances spare parts, mobile phones
and accessories, computer and electrical accessories, and audio-visual and recording equipment and
accessories, within and outside the United Arab Emirates (the “ UAE”). This section summarises
selected federal and relevant free zone laws and regulations that are most relevant to these
activities. It is not an exhaustive statement of all UAE laws that may apply. Investors should note
that the following summary is based on relevant laws and regulations in force as of the date of this
prospectus, which may be subject to change.
Commercial Licensing and Corporate Regulation
The relevant free zone limited liability companies (FZ-LLCs) in Dubai Integrated Economic
Zones Authority (DIEZ) and/or Dubai Multi Commodities Centre (DMCC) are governed by:
 Federal Decree-Law No. 32 of 2021 on Commercial Companies (as applicable to free
zones),
 The respective free zone company regulations (DIEZ Companies Regulations 2023 and
DMCC Company Regulations 2020).
The entities’ trading activities including import, export, and wholesale of electronic goods and
accessories are considered commercial activities and are permitted under the DIEZ and DMCC
licensing regimes. All DIEZ and DMCC entities must obtain a Trade Licence specifying their
permitted business activities and comply with ongoing reporting, renewal, and compliance
obligations, including the maintenance of proper accounting records, submission of audited
financial statements, and observance of the Anti-Money Laundering and Ultimate Beneficial
Ownership requirements.
Economic Substance, AML/CFT and UBO Requirements
The entities are required to comply with:
 Cabinet Resolution No. 57 of 2020 on Economic Substance Regulations,
REGULATORY OVERVIEW
– 109 –


--- page 119 ---
 Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Combating the
Financing of Terrorism, and
 Cabinet Resolution No. 58 of 2020 on the Regulation of Beneficial Owner Procedures.
The trading activities are generally classified as “Distribution and Service Centre Business”
for ESR purposes, requiring annual ESR notifications and, if applicable, submission of ESR reports
demonstrating adequate substance in the UAE (including premises, employees, and expenditure).
Both DIEZ and DMCC serve as the competent licensing authorities for ESR filings.
The entities must maintain accurate UBO registers and comply with AML/CFT requirements,
including customer due diligence and reporting suspicious transactions through the goAML
platform administered by the UAE Financial Intelligence Unit.
Consumer and Product-Safety Regulation
The sale and distribution of electronic products are regulated by Federal Law No. 15 of 2020
on Consumer Protection, implemented through Cabinet Decision No. 66 of 2020 and Ministerial
Resolution No. 26 of 2023 (“ Consumer Protection Law ”).
Under the Consumer Protection Law, suppliers have obligations that may include returning,
exchanging, repairing, or replacing goods where defects are identified, and may be liable for
consumer harm caused by defective products. In addition, product-related liability may arise under
the UAE Civil Transactions Law (Federal Law No. 8 of 1985), including principles that require a
party that causes harm to compensate the harmed party (including in connection with defective or
damaged products). Product “defects” can include defects in design, processing, or manufacturing,
or non-conformity with declared specifications. Suppliers are generally required to ensure goods
conform to declared specifications and to provide warranty support within a reasonable period.
Electronic Transactions and Cybersecurity
Given the use of digital procurement and invoicing systems, the Entity adheres to Federal
Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. This law recognises the
legal effect of electronic records and signatures, provided prescribed conditions are met. As a result,
electronic contracts, invoices, and records used by the entities are generally capable of being legally
effective and enforceable under UAE law when compliant with applicable requirements.
Data Collection and Handling Regulation
The entities are subject to the Federal Decree-Law No. 45 of 2021 on the Protection of
Personal Data (the “ UAE Data Protection Law ”), which came into force on 2 January 2022. The
UAE Data Protection Law establishes requirements for the collection, use, storage, retention, and
protection of Personal Data, including Personal Data of employees and customers. The entities may
process Personal Data such as contact information, identification details, and transactional
information in the ordinary course of business.
Non-compliance may result in administrative penalties imposed by the UAE Data Office
and/or other applicable authorities, including fines and other civil or administrative measures. The
UAE Data Protection Law requires implementing appropriate organisational and technical measures
for information security and data governance. This may include adopting an information security
policy (where required), implementing access controls and security measures (including encryption
where appropriate), providing employee training, using formal change control processes for IT
systems, and conducting periodic audits and testing by qualified external parties where applicable.
The entities aim to collect and process Personal Data on an appropriate legal basis and in
accordance with applicable data protection rights, and to retain Personal Data only for as long as
necessary for the relevant processing purposes, subject to applicable legal retention requirement.
REGULATORY OVERVIEW
–1 1 0–


--- page 120 ---
Intellectual Property Regulations
UAE intellectual property protection is governed by a range of laws and implementing
regulations (the “ UAE IP Laws ”), including:
Federal Decree-Law No. 38 of 2021 on Copyrights and Neighbouring Rights; Federal
Decree-Law No. 36 of 2021 on Trademarks; Cabinet Resolution No. 6 of 2022 issuing executive
regulations related to industrial property rights; Cabinet Decision No. 47 of 2022 implementing the
executive regulation for Federal Decree-Law No. 38 of 2021; and Cabinet Decision No. 57 of 2022
issuing executive regulations for Federal Decree- Law No. 36 of 2021.
These laws are administered and enforced by the Ministry of Economy (including its
Intellectual Property functions). The entities’ brand names, logos, product identifiers, software and
creative works, and other business materials may be protected through the relevant UAE IP
registration and enforcement mechanism.
Laws and Regulations Relating to Employment
Employment relationships are governed by Federal Decree-Law No. 33 of 2021 (as amended)
on the Regulation of Labour Relations (the “ Labour Law ”). While DIEZ and DMCC have free zone
administrative frameworks, employment matters remain aligned with the Labour Law’s minimum
standards, including requirements and minimum entitlements relating to working hours, leave,
end-of-service benefits, termination, and dispute resolution. The Labour Law includes statutory
leave entitlements, including (among others) annual leave, sick leave, maternity and parental leave,
study leave, bereavement leave, and military service leave, as well as occupational safety
obligations, under the oversight of the Ministry of Human Resources and Emiratisation
(“MoHRE ”).
Laws and Regulations Relating to Taxation
Corporate tax. The UAE introduced federal corporate tax under Federal Decree-Law No. 47
of 2022 (the “ CT Law ”). Corporate tax is imposed at a standard rate of 9% on taxable income, with
the first AED 375,000 generally taxed at 0% (subject to the CT Law). Resident taxable persons are
generally taxed on worldwide taxable income, and non-resident persons may be taxed on
UAE-sourced income in specified circumstances (including where a permanent establishment exists
or other nexus conditions apply).
Withholding tax. The CT Law currently provides for a 0% withholding tax rate on
UAE-sourced income derived by a non-resident person.
VAT. V alue-added tax (“ VAT”) is imposed at 5% (unless exempt or zero-rated) on taxable
supplies and certain imports under Federal Decree-Law No. 8 of 2017 on V A T. V A T registration and
compliance requirements depend on the nature and level of taxable supplies and applicable
thresholds.
Customs and tariffs. The UAE is a member of the GCC Customs Union. Imports from outside
the GCC may be subject to customs duties based on the relevant HS code under the Unified GCC
Customs Tariff. Goods imported into UAE free zones for re-export generally do not incur UAE
customs duty, but goods released into the UAE mainland may be subject to applicable customs duty.
A common duty rate for many consumer goods (including many electronic products) is 5%, subject
to product classification and applicable rules.
Foreign Exchange Control
The UAE generally permits free movement and conversion of foreign currency, and there are
no general limits on bringing foreign currency into or out of the UAE. However, transfers to or from
certain jurisdictions may be subject to enhanced monitoring and additional requirements,
particularly in the context of AML/CFT controls. The UAE’s financial system oversight in this area
includes the role of the Central Bank of the UAE (“ CBUAE ”) in promoting financial stability and
supervising relevant financial controls.
REGULATORY OVERVIEW
– 111 –


--- page 121 ---
OVERVIEW
We are primarily engaged in the design and sale of innovative products in the global smart
devices industry, committed to delivering a broad portfolio of reliable products and strong user
experiences to consumers worldwide. Since being founded in December 2011 by Mr. Y ang, we have
grown from the Anker brand and steadily expanded our product portfolio across smart charging and
power storage, smart home, and smart audio and video.
On August 24, 2020, our A Shares were listed on the ChiNext Market of the Shenzhen Stock
Exchange (stock code: 300866). See “— Corporate Development and Major Changes in Share
Capital and Shareholdings — A-Share Listing” for more details.
KEY MILESTONES
The following table shows a summary of our key business development milestones since our
inception.
Y ear Event
2011 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Group was established.
2013 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched PowerIQ™, our next-gen smart dynamic power distribution
for fast, efficient multi-charging.
2014 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We became the #1 best seller in mobile charging on Amazon in the North
American, European, Japanese and other markets.
We entered the audio market with the release of our first Anker soundcore
speaker.
2016 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched eufy, tapping into the smart home market.
We started offline sales through our major global retailers.
2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our first Nebula portable smart projectors.
We introduced the world’s first gallium nitride (GaN) charger, applying
GaN materials, traditionally used in aerospace, to consumer charging
products.
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Company’s A Shares were listed on the ChiNext Market of the
Shenzhen Stock Exchange.
We ranked second in mobile charging products sector and we became the
largest independent mobile charging brand by revenue both globally and
in the North American market.
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We ranked among the top five players in smart home security market by
retail sales value.
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We served over 200 million users globally.
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We upgraded our core brands, Anker, eufy and soundcore, focusing on our
three major product lines — smart charging and power storage, smart
home, and smart audio and video.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 2–


--- page 122 ---
OUR MAJOR SUBSIDIARIES
Details of each of our Major Subsidiaries which made a material contribution to our results
of operations during the Track Record Period are set out below.
Name of subsidiary
Place of
incorporation
Date of establishment
and commencement of
business
Equity interest
attributable to
our Group
Principal business
activities
Shenzhen Oceanwing Smart
Innovation Co., Ltd. ( ଉέऎ
ʮ̡)
(“Oceanwing Smart
Innovation ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC January 17, 2014 86.26% Note Research and
development
Hunan Anker Electronics
Technology Co., Ltd. (ی
ʮ̡) /H1100/H1100/H1100
PRC June 5, 2017 100% Procurement
Fantasia Trading LLC /H1100/H1100/H1100/H1100/H1100United States July 2, 2009 100% Sales and
distribution
Anker Japan Co., Ltd. /H1100/H1100/H1100/H1100/H1100Japan January 30, 2013 100% Sales and
distribution
Anker Innovations Limited
(“Anker HK ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Hong Kong October 18, 2013 100% Sales and
distribution
Anker Technology (UK) Ltd. /H1100United Kingdom November 7, 2013 100% Sales and
distribution
Power Mobile Life LLC /H1100/H1100/H1100United States November 5, 2015 100% Sales and
distribution
Anker MEA-FZE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100United Arab
Emirates
January 13, 2022 100% Sales and
distribution
Note: See “— Shareholding and Corporate Structure Immediately Prior to the Global Offering” for details of the
holders of the minority equity interests.
The Company held majority equity interests in the above Major Subsidiaries throughout the
Track Record Period.
We have applied to the Stock Exchange for, and the Stock Exchange has granted to us, a
waiver from strict compliance with the requirements under paragraph 26 of Appendix D1A to the
Listing Rules, in respect of disclosing the particulars of any alteration in the capital of any member
of our Group within the two years immediately preceding the issue of this Prospectus. See “Waivers
and Exemption” for more details. For shareholding changes of our Major Subsidiaries during the
two years immediately preceding the date of this Prospectus, see “Statutory and General
Information — Further Information About Our Company — Changes in Share Capital of Our Major
Subsidiaries” in Appendix IV to this Prospectus.
CORPORATE DEVELOPMENT AND MAJOR CHANGES IN SHARE CAPITAL AND
SHAREHOLDINGS
Establishment
Our Group was officially founded when our Company (then named Hunan Oceanwing
E-Commerce Co., Ltd. (ʮ̡)) was established in the PRC on December 6,
2011 as a limited liability company held by Ms. Chen Jianjun (ࠏܔand Mr. Wu Wenlong ( ю
˖Ꮂ) as to 86.20% and 13.80%, respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 3–


--- page 123 ---
Pursuant to the nominee agreements entered into between, on the one hand, Mr. Y ang, Ms. He,
Mr. Zhao Dongping (̻) and Mr. Gao Tao ( ৷ᗱ), and on the other hand, Ms. Chen Jianjun and
Mr. Wu Wenlong, together with the declaration and confirmation letters issued by each of the six
individuals, since the establishment of the Company, Ms. Chen Jianjun had held equity interests in
the Company as nominee on behalf of Mr. Y ang, Ms. He, Mr. Zhao Dongping and Mr. Gao Tao,
while Mr. Wu Wenlong had held equity interests in the Company as nominee for Mr. Zhao
Dongping. As such, the ultimate beneficial ownership of the Company upon its establishment was
held through the aforementioned nominee arrangements as follows:
Ultimate beneficial owner
Amount of
registered capital
held
Approximate
percentage of
equity interests
Mr. Y ang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,324,000 66.48%
Mr. Zhao Dongping /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100855,000 17.10%
Mr. Wu Wenlong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100380,000 7.60%
Ms. He /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100253,500 5.07%
Mr. Gao Tao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,500 3.75%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,000,000 100.00%
The nominee arrangements were fully unwound pursuant to resolutions passed by the then
Shareholders on September 21, 2015.
Conversion into a Joint Stock Limited Company, Previous Listing on NEEQ and Change of
Name
In preparation for our application for listing on the National Equities Exchange and
Quotations of the PRC (ப΂ʮ̡) (the “ NEEQ ”), on May 12,
2016, our then Shareholders passed resolutions approving the conversion of our Company from a
limited liability company into a joint stock limited company under the laws of the PRC. Upon
completion of the joint stock company conversion on June 6, 2016, our Company continued to be
held as to approximately 66.48% by Mr. Y ang, approximately 17.10% by Mr. Zhao Dongping,
approximately 7.60% by Mr. Wu Wenlong, approximately 5.07% by Ms. He and approximately
3.75% by Mr. Gao Tao, respectively.
On October 24, 2016, our Company was listed on the NEEQ (stock code: 839473). During our
listing on the NEEQ, we underwent various share capital changes and our share capital increased
from 36,199,096 Shares to 365,427,207 Shares.
On January 8, 2018, the name of our Company was changed from Hunan Oceanwing
E-Commerce Co., Ltd. (ʮ̡) to our current name, Anker Innovations
Technology Co., Ltd. (ʮ̡).
Having taken into account our long-term strategic plan, we sought to voluntarily delist from
the NEEQ to further expand and consolidate our resource channels and enhance our financing
efficiency. In view of this, on July 9, 2018, our then Shareholders unanimously approved a
resolution in relation to the termination of the Company’s listing on the NEEQ, and on July 25,
2018, the NEEQ issued the approval letter on the termination of the Company’s listing on the NEEQ
with effect from August 20, 2018.
The Directors and the PRC Legal Adviser confirm, to the best of their knowledge and belief:
(a) during the period of the Company’s listing on the NEEQ, (i) the Company had been in
compliance in all material respects with the applicable PRC securities laws and regulations and
rules; and (ii) the Company had not been subject to any material disciplinary action by any relevant
law enforcement agency or regulatory body; and (b) there are no other matters in relation to the
Company’s prior listing on and delisting from the NEEQ that need to be brought to the attention of
the Stock Exchange or the Shareholders.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 4–


--- page 124 ---
A-Share Listing
On August 24, 2020, we completed the initial public offering and listing of our A Shares on
the ChiNext Market of the Shenzhen Stock Exchange (stock code: 300866) (the “ A-Share
Listing ”), under which a total of 41,000,000 new A Shares were issued, representing approximately
10.09% of our Company’s then share capital immediately after the A-Share Listing. Immediately
after the A-Share Listing, our Company was held by, among others, Mr. Y ang, Mr. Zhao Dongping
and Mr. Wu Wenlong as to 44.04%, 11.98% and 5.05%, respectively.
Issuance of 2025 Convertible Bonds
In June 2025, to satisfy the Company’s funding needs for projects covering R&D and mass
production of portable and/or home energy storage systems, next-gen smart hardware, smart
warehousing upgrades, end-to-end digital operations, and working capital replenishment, we
conducted a public issuance of 2025 Convertible Bonds of RMB1,104,820,000 at a par value of
RMB100. The 2025 Convertible Bonds were listed on the Shenzhen Stock Exchange (bond code:
123257) on July 4, 2025. The conversion period is from the first trading day to six years after the
issuance of Convertible Bonds, with a maturity date of June 15, 2031, and a coupon rate of 0.2%,
0.4%, 0.6%, 1.5%, 1.8% and 2.0% for each of the six years. The initial conversion price was of
RMB111.94 per A Share, which has been continually adjusted with reference to our Company’s
distribution and dividend payments as well as changes in share capital of our Company. The 2025
Convertible Bonds and A Shares issuable upon conversion pursuant to an exercise of the conversion
right by bondholders are not subject to any restrictions on transfer or lock-up arrangement. The
holders of the 2025 Convertible Bonds will not have any special rights attached thereto which are
not generally available to other Shareholders upon Listing.
During the conversion period, the Company has the right to redeem part or all of the
Convertible Bonds at the principal amount together with accrued and unpaid interest if, among other
conditions, the closing price of the A Shares is not lower than 130% of the conversion price for at
least fifteen trading days out of thirty consecutive trading days during the conversion period.
During the fourth quarter of 2025 and the first half of 2026 up to the Latest Practicable Date,
an aggregate of 1,420 A Shares were converted from the 2025 Convertible Bonds. As of the Latest
Practicable Date, the aggregate principal amount underlying the outstanding 2025 Convertible
Bonds was RMB1,104,661,800. Assuming a conversion price of RMB108.86 per A Share, which
was the prevailing conversion price as of the Latest Practicable Date and a corresponding
conversion rate of 0.9136, the aggregate number of A Shares which may be issued upon conversion
of the outstanding 2025 Convertible Bonds would be approximately 10,147,545 A Shares,
representing approximately 1.89% of the total number of Shares as at the Latest Practicable Date,
and approximately 1.74% of the total number of Shares upon the Listing (assuming that the
Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new Shares
are issued under the Restricted Share Incentive Plans).
To the best knowledge and belief of our Company, as of the Latest Practicable Date, the holder
of the 2025 Convertible Bonds which is also a Director, senior management or connected person of
our Company as defined under the Listing Rules is Mr. Y ang (our executive Director and
Controlling Shareholder), who holds a principal amount underlying the outstanding 2025
Convertible Bonds of RMB27,000. Assuming a conversion price of RMB108.86 per A Share and a
corresponding conversion rate of 0.9136, which was the prevailing conversion price as of the Latest
Practicable Date, the number of A Shares which may be issued upon conversion of the outstanding
2025 Convertible Bonds held by Mr. Y ang, would be approximately 248 A Shares, representing
approximately 0.00004% of the total number of Shares upon the Listing (assuming that the
Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new Shares
are issued under the Restricted Share Incentive Plans). For details as to Mr. Y ang’s address, please
refer to the section headed “Directors and Parties Involved in the Global Offering” in this
Prospectus.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 5–


--- page 125 ---
MATERIAL ACQUISITIONS AND DISPOSALS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any
acquisitions, disposals or mergers that we consider to be material to us.
OUR A-SHARE LISTING ON THE CHINEXT MARKET OF THE SHENZHEN STOCK
EXCHANGE AND REASONS FOR THE H SHARE LISTING ON THE HONG KONG
STOCK EXCHANGE
Our A Shares have been listed on the ChiNext Market of the Shenzhen Stock Exchange since
August 24, 2020. Our Directors have confirmed that the Company has had no instance of
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws
and regulations of the PRC in any material respect since the A-Share Listing, and, to the best
knowledge of our Directors after having made all reasonable enquiries, there is no material matter
that should be brought to investors’ attention in relation to our compliance record on the Shenzhen
Stock Exchange. Based on the filings on the website of the Shenzhen Stock Exchange and the
information available in the public domain, our PRC Legal Adviser is of the view that the Company
has complied with all applicable securities laws and regulations in the PRC in relation to its listing
on the ChiNext Market of the Shenzhen Stock Exchange in all material respects throughout the
Track Record Period and up to the Latest Practicable Date. Based on the independent due diligence
conducted by the Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause
them to have reasonable doubt about our Directors’ confirmation with regard to the compliance
record of the Company on the Shenzhen Stock Exchange in any material respect.
Our Company is seeking a listing of its H Shares on the Hong Kong Stock Exchange for
further capital to drive product innovation, conduct R&D and talent acquisition, enhance our
brand’s appeal and deepen consumer loyalty, strengthen our director-to-consumer global market
strategy, upgrade supply chain management and support our global expansion efforts, and bolster
our working capital. For more details, see “Business” and “Future Plans and Use of Proceeds”.
RESTRICTED SHARE INCENTIVE PLANS
In recognition of the contributions of our employees and to incentivize them to further support
our development, thereby maximizing the interests of the Company, its Shareholders and
employees, we have adopted the Restricted Share Incentive Plans. See “Statutory and General
Information — Restricted Share Incentive Plans” in Appendix IV for details.
PUBLIC FLOAT AND FREE FLOAT
Satisfaction of the Public Float Requirement
Upon Listing, to the best knowledge of the Company, a total number of 324,435,261 A Shares,
representing approximately 55.66% of our Company’s total issued Shares assuming that the
Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new Shares
are issued under the Restricted Share Incentive Plans, and excluding any A Shares issuable upon
conversion of the outstanding 2025 Convertible Bonds, held by the core connected persons (as
defined under the Listing Rules) of the Company, namely (i) Mr. Y ang (our Controlling
Shareholder), (ii) Ms. He (our Controlling Shareholder), (iii) Mr. Zhao Dongping (our executive
Director), (iv) Mr. Zhu Fanghao (our executive Director), (v) Mr. Xiong Kang (our executive
Director), (vi) Mr. Zhang Shanfeng (our non-executive Director), and (vii) Ms. Huang Simin
(director of our subsidiaries), will not be considered as part of the public float.
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules provides that,
where a new applicant is a PRC issuer with 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,
at the time of listing, must (a) represent at least 10% of the issuer’s total number of issued shares
in the class to which H shares belong (excluding treasury shares); or (b) have an expected market
value of not less than HK$3,000,000,000.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 6–


--- page 126 ---
Our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange. The total
number of the H Shares to be issued pursuant to the Global Offering represents 8.00% of the total
issued share capital of our Company (assuming that the Over-allotment Option and the Offer Size
Adjustment Option are not exercised and no new Shares are issued under the Restricted Share
Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025
Convertible Bonds). Immediately following the completion of the Global Offering (assuming that
the Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new
Shares are issued under the Restricted Share Incentive Plans, and excluding any A Shares issuable
upon conversion of the outstanding 2025 Convertible Bonds), the total number of the H Shares
expected to be held by the public represents approximately 8.00% of the total issued share capital
of our Company, which is higher than the prescribed percentage of H Shares required to be held in
public hands of 5.18% under Rule 19A.13A(2)(b) of the Listing Rules calculated based on the
maximum Offer Price of HK$99.32 per H Share, thereby satisfying Rule 8.08(1) (as amended and
replaced by Rule 19A.13A) of the Listing Rules.
Satisfaction of the Free Float Requirement
Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules provides that,
where a new applicant is a PRC issuer with 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 5% 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.
It is expected that immediately following completion of the Global Offering (assuming that
the Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new
Shares are issued under the Restricted Share Incentive Plans, and excluding any A Shares issuable
upon conversion of the outstanding 2025 Convertible Bonds) and assuming the maximum allocation
of 50% of the Offer Shares to the cornerstone placing tranche permissible under the Listing Rules,
the market capitalization of the H Shares listed on the Stock Exchange 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 the Listing will not be less than HK$2,315.8 million based on the
maximum Offer Price of HK$99.32 per H Share. Accordingly, our Company will be able to satisfy
the requirements under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing
Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 7–


--- page 127 ---
SHAREHOLDING AND CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
The following chart sets forth our simplified shareholding and corporate structure immediately prior to the Global Offering (assuming that no new
Shares are issued under the Restricted Share Incentive Plans and no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing Date, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds):
Mr. Yang(1)(2) Ms. He(2)
Mr. Zhao Dongping(1) Mr. Zhang Shanfeng(1)
Controlling Shareholders: 47.03%
Our Company
Shenzhen Oceanwing
Smart Innovation Co., Ltd.
(㱱△㯷乼㓺㐰䡑㄀㖉擐Ῥ≸)(3)
Hunan Anker Electronics
Technology Co., Ltd.
(㳖⇗⨉Ή敻⧐䡑㄀㖉擐Ῥ≸)
Anker Innovations Limited
86.26% 100%
100%
Fantasia
Trading
LLC
Anker
Technology
(UK) Ltd.
Anker Japan
Co., Ltd.
Power
Mobile Life
LLC
100% 100% 100% 100% 100%
Anker
MEA-FZE
Within the PRC
Outside the PRC
Anker Holding Limited
100%
Mr. Zhu Fanghao(1)
0.30%1.27%11.81%
Mr. Xiong Kang(1) Other A Shareholders
39.51%0.09%3.64%43.39%
Notes:
(1) Each of the relevant Shareholders is a director of the Company. See “Directors and Senior Management” in this Prospectus.
(2) Mr. Y ang and Ms. He have been parties acting in concert since the establishment of the Company. Pursuant to an acting-in-concert agreement dated Se ptember 2025, Mr. Y ang and Ms.
He agreed to continue acting in concert. Such arrangement, as subsequently automatically extended, is for a term until March 31, 2029, upon which it sh all be further automatically extended
for an additional term of 36 months (and for a further term of 36 months upon expiry of each term thereafter) if Mr. Y ang and Ms. He do not raise any objectio n.
(3) As at the Latest Practicable Date, Shenzhen Oceanwing Smart Innovation Co., Ltd. is held for employee incentive purposes by other shareholders, n amely as to 12.74% by its employee
incentive platform and our subsidiary, Nanjing Oceanwing Y uanzhi Management Consulting Partnership Enterprise (၍ଣፔ༔ΥྫΆุ), and as to 1.00% by our employee,
Liu Wenbing ( ᄎ˖ж), respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 8–


--- page 128 ---
SHAREHOLDING AND CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The following chart sets forth our simplified shareholding and corporate structure immediately following the completion of the Global Offering
(assuming the Over-allotment Option and the Offer Size Adjustment Option are not exercised, no new Shares are issued under the Restricted Share Incen tive
Plans and no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing Date, and excluding
any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds):
Our Company
Mr. Yang(1)(2) Ms. He(2) Mr. Zhao Dongping(1)
Controlling Shareholders: 43.27%
Shenzhen Oceanwing
Smart Innovation Co., Ltd.
(㱱△㯷乼㓺㐰䡑㄀㖉擐Ῥ≸)(3)
Hunan Anker Electronics
Technology Co., Ltd.
(㳖⇗⨉Ή敻⧐䡑㄀㖉擐Ῥ≸)
Anker Innovations Limited
86.26% 100%
100%
Fantasia
Trading
LLC
Anker
Technology
(UK) Ltd.
Anker Japan
Co., Ltd.
Power
Mobile Life
LLC
100%
100% 100% 100% 100% 100%
Anker
MEA-FZE
Within the PRC
Outside the PRC
Anker Holding Limited
100%
10.86%3.35%39.91%
Mr. Zhu Fanghao(1) Mr. Xiong Kang(1)
0.28%1.16%
Mr. Zhang Shanfeng(1) Other A Shareholders
36.35% 8.00%0.08%
Other holders of H Shares
Notes: for notes (1) to (3), please refer to the section headed “— Shareholding and Corporate Structure Immediately Prior to the Global Offering” above.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 9–


--- page 129 ---
OVERVIEW
Who We Are
We are primarily engaged in the design and sale of consumer electronics in the global smart
devices industry, committed to delivering a broad portfolio of reliable products and strong user
experiences to consumers worldwide.
Our Accomplishments
Since our founding in 2011, we have grown from the Anker brand and steadily expanded our
product portfolio across smart charging and power storage, smart home, and smart audio and video.
We now operate three global brands — Anker, eufy, and soundcore — along with two core
sub-brands, Anker SOLIX and eufyMake. According to Frost & Sullivan, globally by revenue from
2020 to 2024, we ranked second in the mobile charging products sector, and have been the largest
independent mobile charging brand. In 2025, we ranked first globally in the mobile charging
products sector by revenue. Our market share of global mobile charging products reached 4.8% in
terms of revenue in 2025.
Driven by our globalization strategy, we continue to expand our business footprint, with our
products sold in more than 180 countries and regions worldwide. While maintaining solid positions
in key markets such as North America and Europe, we are also achieving rapid growth in emerging
markets. As of December 31, 2025, we had served over 200 million users globally.
3,026
granted patents 5
252
accumulated wins of
awards6
200 million+
global users3
Top-ranked
from
2017 to 2025
for Anker Brand according
to BrandZTM's ranking4
30%+
net profit CAGR
for 2015-2025
35%+
revenue CAGR
for 2015-2025
180+
countries and regions1
96.6%
of total revenue from
overseas market2
Globally
largest
mobile charging brand
and balcony photovoltaic
energy storage brand
by revenue in 2025
8.8%
R&D expenses ratio7
43%
R&D expenses CAGR8
Globalization Brand Technology Growth
Notes: 1. As of December 31, 2025; 2. Percentage of total revenue from overseas market in 2025; 3. As of December 31,
2025; 4. Based on ranking of Anker Brand on the BrandZ™ “Top 50 Chinese Globalizing Brands” jointly released
by Google and Kantar; 5. Number of granted patents globally as of December 31, 2025, consisting of invention
patents, utility patents and design patents; 6. Number of wins of international industrial design and innovation
product awards, as of December 31, 2025; 7. Ratio of total R&D expenses to total revenue during the Track Record
Period; 8. R&D expenses CAGR from 2023 to 2025.
BUSINESS
– 120 –


--- page 130 ---
Our Platform Capabilities and Global Market
The global smart devices market in which we operate is characterized by a broad range of
product categories, rapid iteration cycles, and a user base willing to pay for enhanced experiences.
According to Frost & Sullivan, the global smart devices market is expected to continue its growth
trajectory, reaching US$1.7 trillion by 2030, with a CAGR of 6.3% from 2025 to 2030. Our strategy
focuses on “shallow-sea” markets, a concept we used to refer to product categories with market
sizes under US$80 billion. These categories feature diverse users’ needs and relatively
unconsolidated competitive landscapes, offering substantial room for innovation and strong growth
potential. According to Frost & Sullivan, these segments are expected to reach US$676.8 billion by
2030, representing a CAGR of 12.2% from 2025 to 2030.
Our Path to Sustainable Growth
Through sustained innovation and our deep understandings of fundamental needs, we strive to
maximize customer value with our differentiated products and strong user experiences.
Additionally, our diverse product portfolio and global multi-channel network further drive effective
and rapid commercialization. The combination of product innovation and go-to-market execution
reinforces both our brand recognition and financial performance, enabling us to reinvest in R&D
and brand development. This virtuous cycle of “Product Innovation — Commercialization — V alue
Reinforcement,” allows us to rapidly build competitive advantages across successive shallow-sea
markets and achieve sustainable, long-term growth.
Flywheel Effect
Maximizing customer value with
innovation and optimal user experiences
Product Innovation
Reaching consumers worldwide
with diversified product portfolio and
multi-channel network
Achieving scale, profitability, and
brand premium, and reinvesting in R&D
and brand development
CommercializationValue Reinforcement
Contributing
to Smarter
Lifestyles
Our Values
First Principle Grow TogetherSeek Ultimate
Maintaining Strong Presence in
Global Smart Devices Market
Focusing on “Shallow-sea”1
Market
Note 1: According to Frost & Sullivan, the industry term “shallow-sea market” refers to medium-to-small-sized markets,
defined as those with a market size below RMB576.0 billion (approximately US$80 billion). These markets are
continuously developing and offer significant growth potential and includes a range of consumer electronics and
smart devices. For details, see “Industry Overview.”
Product Innovation
Maximizing customer value remains the core driver of our product development. We pursue
innovation in technologies and products that address users’ fundamental needs.
BUSINESS
– 121 –


--- page 131 ---
Technological Innovation
We are committed to building competitive advantages through technological innovation. To
continuously develop foundational and cross-category capabilities, we established the “2023
Laboratory,” enabling applications of foundational technologies across multiple product lines.
Supported by a platform-based R&D framework organized around product development teams
(PDT) and software development teams (SDT), we have built a R&D system and achieved
breakthroughs across several key technology areas:
 Charging : In 2018, we introduced the world’s first gallium nitride (GaN) charger,
applying GaN materials, traditionally used in aerospace, to consumer charging products.
This advancement significantly reduced charger size and marked a major milestone in
the evolution of charging technology. In 2022, we introduced GaNPrime™ technology
to integrate multiple innovative electronic architectures in mobile charging products.
This technology was subsequently expanded to charging and power storage solutions. In
2025, we further upgraded to GaNPrime™ 2.0 with enhanced charging efficiency and
compact sizes.
 Energy Storage : In response to global energy challenges, we have expanded into
sustainable energy solutions and developed full-stack, in-house technological
capabilities, spanning photovoltaic inverters, power conversion systems (PCS), energy
storage PACK systems, battery management system (BMS), and energy management
system (EMS).
 Smart Home : Building on our expertise in local data processing, we are upgrading local
storage into an edge AI agent to improve response speed, enhance privacy protection,
and enable on-device self-learning. Drawing on our accumulated experience in home
security and cleaning technologies, we are expanding into household robotics and
building a comprehensive technology stack to support broader robotic applications at
home.
 Printing : In April 2025, we launched the world’s first consumer-grade 3D-texture UV
printer designed for home use. Featuring a lightweight modular design, full-color
3D-texture printing, compatibility with over 300 types of materials, a self-cleaning
system and intelligent workflow control, the product significantly lowers the barriers
and cost of industrial-grade printing, while achieving balance of performance,
convenience, size, and price.
Through proprietary technological breakthroughs and the creation of new product categories,
alongside upgrades and cross-category application of our technologies, our foundational R&D
capabilities have enabled us to achieve solid positions in shallow-sea markets. These ongoing
innovations not only propel the evolution of our product portfolio but also reinforce our sustained
competitive advantages.
Delivering Strong User Experiences
We believe that product innovation goes beyond simply developing functional solutions, it is
about delivering experiences that consistently exceed user expectations. By leveraging both
consumer insights system and market insights system, we define what constitutes the “optimal
experience,” and use this as the cornerstone for product conceptualization, innovation, and ongoing
iterative updates.
We have established a consumer insight-driven experience transformation system, centered
around two core platforms for our product design team to analyze user feedback and optimize user
experience: the JML (Joint Maker Lab) research platform, a user-centric, co-creation ecosystem
supporting collaborative innovation, and the BEES (Best Experience Enhancement System)
platform, a standardized framework for comprehensive analysis of user feedback and data
evaluation. Driven by data analytics, JML and BEES work together to deliver a comprehensive
analysis of user experience feedback, streamlining and enhancing our product design process to
achieve superior product experiences, strengthen brand competitiveness and user loyalty, and create
differentiated advantages for our long-term growth.
BUSINESS
– 122 –


--- page 132 ---
In parallel, we maintain a strong focus on market insights. Our market insights framework
covers four dimensions: macro trend analysis, market and competitor research, category
performance across various channels, and global market data. Through our proprietary market
insights platform, Anker Market Insights (AMI), we formulate clear market entry strategies,
including prioritizing target markets, determining entry approaches, and selecting appropriate
product portfolios. AMI also supports long-term strategic planning for our products and channels
across different regions. Our commitment to innovation and optimal user experiences continues to
drive greater user value.
Commercialization
We maintain a tiered product portfolio and an omni-channel network. Our flagship products
showcase advanced technology and distinctive design, enhancing our brand premium. Our main
product lines meet the essential needs of mass market users at accessible price points. Entry-level
products address the everyday needs of a broader consumer base, and expand our overall market
share. Online, we maintain a strong presence on major third-party e-commerce platforms, achieving
growth in key markets through targeted campaigns and high product ratings. We have also invested
heavily in our official websites to reinforce brand presence and enhance user engagement. During
the Track Record Period, our revenue from our official websites increased from RMB1.2 billion in
2023 to RMB2.5 billion in 2024 and further reached RMB3.1 billion in 2025. Offline, we have
established long-term partnerships with major global retailers while expanding our network of
self-owned offline retail stores, offering direct customer engagement and convenient purchasing
options. Leveraging these strong multi-channel capabilities, we have built a comprehensive sales
system spanning online and offline channels, including both direct and third-party distribution,
supporting sustained sales growth while reinforcing brand awareness and user experiences. In 2025,
revenue from end consumers accounted for over 70% of our total sales.
Our Growth Engine — Value Reinforcement
By integrating high-quality products with efficient commercialization, we have addressed the
diverse needs of various customer segments. As a result, our revenue from three major product lines
— smart charging and power storage, smart home, and smart audio and video — grew at CAGRs
of 33.8%, 35.0% and 26.3%, respectively, from 2023 to 2025. Our overall gross profit margin grew
from 42.7% in 2023 to 43.9% in 2025. We are committed to reinvesting the profits generated from
product commercialization back into our business expansion, particularly R&D. In 2023, 2024 and
2025, we allocated 8.1%, 8.5% and 9.5% of our revenue to R&D, supporting steady long-term
growth.
Our established brand presence enables us to capture user attention more effectively, reducing
the effort and cost required to educate the market when we launch new products or enter new
markets. As a result, we are able to accelerate successful commercialization, drive sustained
business growth and solidify our market leadership.
Rapid Growth and Solid Financial Performance
Leveraging the flywheel effect of “Product Innovation — Commercialization— V alue
Reinforcement,” we have established a sustainable and scalable platform for success, enabling us
to achieve breakthroughs across multiple regions, product categories, and channels.
 Regions : We have established presence in North America, ranking second in the mobile
charging market. In Europe, we have expanded rapidly in consumer power storage by
capitalizing on the region’s green transition initiatives including its promotion of solar
energy strategy. For instance, since their introduction, our balcony photovoltaic energy
storage products have gained popularity and captured a substantial market share in
Germany.
BUSINESS
– 123 –


--- page 133 ---
 Product Categories : We continue to maintain our market leadership in mobile charging,
power storage, smart security and wireless headphones. Globally by revenue from 2020
to 2024, we ranked second in the mobile charging products sector, and have been the
largest independent mobile charging brand. In 2025, we ranked first globally in the
mobile charging products sector by revenue. For smart home security products, we
ranked among the top five players globally by revenue in 2025. In audio, soundcore
ranked sixth in 2025 globally in wireless headphone markets by revenue.
 Channels : Online, we have performed strongly across major global third-party
e-commerce platforms, holding solid sales positions across Amazon in multiple regions.
In 2025, revenue from online channels accounted for 70.2% of total revenue,
representing a year-over-year growth rate of 21.7%. Offline, we strengthened
partnerships with leading global retailers, established local teams and expanded
networks, achieving 27.8% year-over-year growth in offline revenue in 2025.
Meanwhile, we continue to invest in building official websites and self-owned offline
retail channels to maximize customer reach and amplify brand influence.
Our platform capabilities enable us to identify product-market fit early, amplify the product
launches, and reduce trial-and-error costs associated with cross-category expansion, while
accelerating entry into new markets. We believe our capabilities can be replicated across additional
categories and geographies, further enhancing our competitive advantages and supporting long-term
growth.
Our strong operational execution has underpinned our strong financial results. During the
Track Record Period, both revenue and profitability delivered strong growth. Total revenue
increased from RMB17.5 billion in 2023 to RMB30.5 billion in 2025, representing a CAGR of
32.0%. Our gross profit grew from RMB7.5 billion in 2023 to RMB13.4 billion in 2025, with a
CAGR of 33.7%. In addition to scaling rapidly, we continued to enhance profitability, with overall
gross profit margin rising from 42.7% in 2023 to 43.9% in 2025.
Over a longer horizon, our revenue grew more than 23-fold from 2015 to 2025, achieving a
CAGR of over 35%, demonstrating our strong capabilities in long-term business expansion and
value creation. We have also consistently prioritized delivering sustainable returns to our
shareholders. Our dividend payout ratios for 2023, 2024, and 2025 were 50.3%, 52.8% and 50.6%,
respectively. With a solid business foundation, innovation and outstanding execution, we are
devoted to generating greater long-term value for our shareholders and all stakeholders.
COMPETITIVE STRENGTHS
We believe that the following core strengths have enabled us to establish strong brand
recognition and customer loyalty in the global smart devices market.
We deliver innovative products in the global smart devices industry, committed to providing
a diverse portfolio of reliable products worldwide and strong user experiences
According to Frost & Sullivan, based on revenue in 2025, we ranked as the largest mobile
charging company globally. From 2015 to 2025, we have achieved sustained and strong growth in
each year: our revenue grew at a CAGR of over 35%, while our net profit increased at a CAGR of
over 30%.
We have consistently emphasized the shallow-sea markets with large potential for innovation
and growth. Beginning with the Anker brand, we have gradually developed a global multi-brand
portfolio that now includes eufy, soundcore, and others, achieving strong recognition and reputation
across charging and power storage, smart home, and smart audio and video. Through our
multi-brand, multi-channel, and multi-region approach, we have replicated our success across
categories and established global leadership in mobile charging, photovoltaic energy storage,
wireless headphones, and smart home security. With continuous innovation and high-quality
products, we have earned the trust of a loyal user base. As a result, our products have held Amazon
Best Seller positions across multiple categories for many consecutive years and have sold across
over 180 countries and regions, with our cumulative global user base exceeding 200 million.
BUSINESS
– 124 –


--- page 134 ---
Through high product quality, strong user experiences, and a strengthening brand presence, we
have established a strong position in the global market. This advantage provides us with greater
pricing autonomy and enables us to capture reasonable brand premium. It also provides a strong
foundation for sustained investment in R&D, both in new categories and technological upgrades of
existing products. Together, these strengths enhance our long-term sustainability, competitiveness,
and resilience.
Anchored in our users’ fundamental needs, we pursue product excellence
We take users’ fundamental needs as the starting point for achieving product excellence. By
precisely identifying high-value use cases and users’ potential pain points, and translating them into
actionable design directions and R&D priorities, we enable efficient iteration from concept to
launch and from innovation to upgrade, consistently delivering innovative products with strong user
experience.
In creating entirely new products, we emphasize “responsiveness to users’ needs +
technological convertibility + scenario adaptability” in our innovation process. For example, to
address high-end household users’ needs for personalization and aesthetics, we developed the
world’s first UV printer that brings industrial-grade technology into consumer-grade application
scenarios, eufyMake UV Printer E1. To validate innovative categories and engage early adopters,
we strategically leverage crowdfunding platforms at launch. Crowdfunding allows us to gather
valuable user feedback, helping us assess market potential and further optimize our products.
Featuring 3D-texture UV printing technology, it significantly outperforms traditional creative
printing tools in terms of convenience, color accuracy and material texture. Upon launch, it quickly
became a popular product in creative home printing, set a new crowdfunding record on Kickstarter,
and received widespread acclaim from both users and the media. In addition, the global reach and
influence of these platforms are instrumental in increasing product visibility and establishing
market recognition for innovative categories.
For product upgrades, we focus on identifying and addressing essential users’ needs that
existing solutions have not fully met. For example, in response to the growing demand for
plug-and-play photovoltaic energy storage solutions in the European market, we have introduced
the third-generation balcony storage product, the Anker SOLIX Solarbank 3 E2700 Pro. Our
Solarbank product series was the first in the industry to integrate a microinverter, battery
management system (BMS), and battery into a single unit, introducing an all-in-one balcony
photovoltaic energy storage system, which has achieved a high market share. Utilizing data
analytics tools, the system could forecast future energy consumption, enabling the automatic
optimization of charging and discharging schedules, as well as storage strategies, helping users
maximize the utilization of solar energy and benefit from peak-valley electricity pricing, thereby
reducing energy costs.
By integrating customer insights system and market insights system, we are able to identify
the next innovation areas users expect. In smart home, we observed that high-end household users
increasingly prioritize proactive risk management rather than simple video recording. In response,
we launched an upgraded eufy security camera equipped with autonomous tracking and voice alert
capabilities, significantly enhancing users’ sense of safety. These deep user insights and continuous
iterations have enabled our products to maintain industry leadership in both innovation and quality.
In 2025, our products have received 18 Red Dot Design Awards, 16 Good Design Awards and 13
iF Design Awards, among other major international honors. Additionally, as of the Latest
Practicable Date, our charging products are sold in Apple Stores and official Apple retail outlets,
and our data cables have been certified under Apple’s official MFi program. These achievements not
only demonstrate the quality and innovativeness of our products, but also reinforce user loyalty for
our brand, providing a solid foundation for new product iterations and category expansion.
BUSINESS
– 125 –


--- page 135 ---
Driven by fundamental technological innovation, we are committed to achieving
breakthroughs
Guided by our mission to “ignite possibilities through innovation (“௴อ”),” we have
built a full-lifecycle R&D system enabled by a unified organizational structure and a modular
technology framework. We actively invest in application areas to establish a strong technological
base for innovation, ensure efficient cross-domain transfer and integration of technological
achievements, and continuously strengthening our competitiveness in the global smart devices
industry.
In the field of charging and power storage, we focus on innovations in core technologies such
as battery cell management and energy storage safety. We were among the first to achieve global
commercialization of GaN materials, leading the fast-charging industry’s iterative upgrades and
driving continued innovation in mobile charging. In addition, we have successfully established a
full-stack, self-developed energy storage technology platform covering power management,
intelligent power distribution, and energy efficiency optimization with applications across home
backup power, balcony solar storage, EV charging stations, and in-vehicle energy storage systems.
For example, in the context of residential power storage, as users increasingly seek comprehensive
whole-home power supply, intelligent energy management, and cost-effective installation, we have
introduced a new-generation home power storage solution in 2025: the Anker SOLIX Solarbank
Multisystem which enables users to expand capacity and deploy distributed systems to meet the
growing energy demands of the future. This solution allows the connection of up to four Solarbank
units, supporting a maximum photovoltaic input of approximately 14.4kW and an AC output of
4.8kW, while flexibly expanding total storage capacity to around 64.5kWh. This ensures continuous
power supply across multiple circuits and appliances throughout the entire household. Moreover,
the parallel architecture of multiple devices enables users to expand their system as needed, within
the bounds of safety and compliance. In this way, users can deploy their home energy system with
enhanced flexibility.
In smart home, we focus on three core capabilities — perception, planning and control, and,
continuously expanding the application boundaries of our general-purpose technologies. Our
HomeBase local base station storage, SolarPlus™ perpetual solar power, and intelligent imaging
perception can be applied to robotic vacuums, smart cameras, security monitoring, 3D-texture UV
printing, and other emerging smart home products. For instance, our newly launched Robot V acuum
Omni S2 and the world’s first smart stair-climbing carrier for robot vacuum, MarsWalker, have
attracted significant attention for their technological innovation, becoming popular products at the
IFA 2025 in Germany. Leveraging advanced environmental recognition capabilities, portable
robotics technology, and the HydroJet™ deep cleaning system, this product combination overcomes
the traditional limitations of robot vacuums, delivers superior cross-floor cleaning performance and
achieves truly comprehensive whole-home automation. These advancements further demonstrate
our breakthroughs in smart home technology and our ability to commercialize innovative products.
In smart audio and video, we invest in advanced acoustics and imaging technologies for
audio-visual devices. Our intelligent audio algorithms, dynamic head-tracking technology, and large
model integration, each could be applied to support the iterative development of projectors,
speakers, headphones, and AR/VR display devices. This could ensure consistent user experiences
across product lines to achieve successful commercialization. For example, our soundcore Sleep
A30 is the world’s first smart active noise-cancelling sleep earbud, featuring an adaptive noise
cancellation system that effectively eliminates common low-frequency noise from household
appliances and traffic. It also incorporates an intelligent snore-masking system, automatically
generating relaxing soundscapes to mask noise that promotes relaxation, ultimately helping users
achieve higher-quality sleep.
We place strong emphasis on sustained R&D investment and believe that the continuous
development and commercialization of new technologies lie at the core of our long-term
competitiveness and strategic focus. From 2023 to 2025, our R&D expenses were RMB1.4 billion,
RMB2.1 billion, and RMB2.9 billion, accounting for 8.1%, 8.5%, and 9.5% of our revenue for the
BUSINESS
– 126 –


--- page 136 ---
same years, respectively. This steady increase keeps us at the forefront of the industry. As of
December 31, 2025, we have 3,026 granted patents, consisting of 308 invention patents, 1,286
utility patents, and 1,432 design patents worldwide.
We have built a global footprint that reinforces our competitive advantages and drives
long-term growth
We remain committed to a user-centric approach, strengthening Anker’s global brand
influence while leveraging synergies across our multi-brand portfolio. By continuously enhancing
global awareness and trust in our products, we have built comprehensive capabilities in sales and
operations worldwide.
In our global brand strategy, we have established a dynamic operating model. Leveraging
Anker’s strong brand appeal in the global smart devices market, we have developed a clear
multi-brand portfolio worldwide, amplifying the synergistic effects of our brand influence. This
approach not only enhances the premium of our brand influence but also enables brands such as
Anker, eufy, and soundcore to continuously gain reputation and market share in high-barrier
markets such as Europe and North America with stringent regulatory requirement and high
consumer expectation. Notably, Anker has ranked first in the electronics accessories category on the
“Top 50 Chinese Global Brands” list, jointly released by Google and Kantar, for nine consecutive
years, while eufy made its debut on the list in 2025, further underscoring our leadership in the
global smart devices market.
In terms of our sales channels, our products are now sold in over 180 countries and regions,
achieving comprehensive coverage across both online and offline channels. We have established a
strong presence on global leading third-party e-commerce platforms such as Amazon, Rakuten,
JD.com and Shopee, where data-driven, refined management enables us to efficiently convert traffic
to sales volume. Moreover, we have built long-term partnerships with retail giants such as Walmart,
Target, Best Buy, Costco, Y odobashi Camera, OBI and Argos globally, further expanding into
high-barrier retailers channels. Our global distributor network is comprised of selected high-quality
regional partners, creating a multi-tiered sales system. We are also actively advancing our
direct-to-consumer (DTC) strategy, focusing on the development of our official websites (Anker,
Anker SOLIX, eufy, soundcore, eufyMake, etc.) to strengthen direct user engagement, and
expanding our offline retail stores to provide consumers with immersive product experiences and
convenient purchase options. During the Track Record Period, the proportion of sales from our
official websites continued to rise, increasing from 7.1% of our total sales in 2023 to 10.3% of our
total sales in 2025.
In terms of localization, we have designated regional managers in major markets worldwide.
Our local management is responsible for operation, marketing and sales initiatives and develops
differentiated product and market strategies tailored to the specific conditions and consumer habits
of each country, ensuring precise and effective localization. In addition, we have established
regional recruitment process in key overseas markets, implemented localized talent management
strategies, and competitive compensation and benefits packages. We have established over 50
offices in 28 countries and regions including the United States, Japan, the United Kingdom, and
UAE. Through close collaboration among local teams and headquarters, we have strengthened
market responsiveness and team cohesion, while our global after-sales service network further
enhances user experiences and brand loyalty.
With respect to supply chain development, we are continuously advancing a flexible global
supply chain layout, gradually establishing a multi-location manufacturing and supply system
across different regions to cover our major product lines. As of the Latest Practicable Date, we have
established collaborations with over 20 manufacturing partners globally. This approach enhances
our resilience and local responsiveness, enables agile allocation of global production capacity, and
lays a solid foundation for the global expansion.
BUSINESS
– 127 –


--- page 137 ---
By building a strong platform infrastructure, we are able to replicate technology and
seamlessly connect operational resources across our entire ecosystem
Through a cross-functional and coordinated organizational structure, we have built a
platform-driven system that integrates both technological R&D and operational synergies, enabling
the efficient reuse of core technology modules, supply chain systems, and channel resources, and
driving the collaborative evolution and sustained growth of our multi-brand, multi-category
business.
In our platform-driven innovation system, we focus on creating technology platforms that can
be easily reused and adapted, helping us quickly improve existing products and develop new
categories. For existing product upgrades, we continuously accumulate core technologies in key
areas such as charging and power management, audio signal processing, wireless connectivity,
structural optimization, and miniaturized design. Through our unified R&D framework, we achieve
highly efficient technology reuse across different product lines. For new product innovation, we
have established the “2023 Laboratory” as a full-stack R&D center, abstracting, refining, and
integrating key technologies accumulated across business units, and ultimately standardizing them
into modular, embedded, and reusable technology platforms. For instance, advanced battery safety
management originally developed for energy storage is now applied to enhance battery life and
safety in other product lines. Similarly, visual detection and local secure computing systems are
designed for modular deployment, enabling their reuse in diverse applications such as security
systems and robotic vacuum cleaners.
Within our platform-driven operational system, our product portfolio also benefits from the
global online and offline channel strengths we have built through our brand portfolio. In online
channels, our experience with third-party e-commerce platforms has helped us accumulate a large
base of loyal users and strong platform partnerships, which in turn support the continuous expansion
of our official websites’ audiences. As a result, new brands and product categories can immediately
benefit from high-exposure sales opportunities upon launch and achieve rapid global channel
coverage. In offline channels, we have implemented precise, deeply localized retail coverage
around the world. In addition to long-standing partnerships with retail giants such as Walmart and
Best Buy, we also work closely with major regional retailers including OBI in Europe. The trust and
proven sales efficiency accumulated through these partnerships have significantly lowered the
barriers for new product listings, while enabling us to tailor product launches to regional consumer
preferences — creating a virtuous cycle for category expansion and market penetration.
We are led by a visionary and seasoned management team, supported by a diverse and
thriving talent pool
We have established a comprehensive talent system, with a core team composed of
experienced industry experts and creative R&D professionals. Their extensive industry knowledge,
forward-looking market insights, and deep understanding of consumers are key factors that have
enabled us to achieve a solid position in the global market and drive continuous innovation.
Our co-founders, Mr. Y ang Meng and Mr. Zhao Dongping, bring extensive professional
experience to the team. Our Chairman Mr. Y ang Meng previously served as a senior software
engineer at Alphabet Inc. (then known as Google Inc.), and his deep expertise in systems and
engineering has guided the development of our end-to-end R&D system. Our President, Mr. Zhao
Dongping, has held positions as senior sales manager and sales director at Dell China, and as head
of online sales and operations in Greater China at Google China. His rich experience in international
operations and market expansion has laid a solid foundation for our global presence.
Guided by our co-founders’ strategic vision, we have developed a comprehensive talent
management framework. We attract and empower exceptional talent, bringing in both promising and
passionate young professionals and top-tier leaders with international perspectives and experience.
This has enabled us to build a diverse and multidisciplinary talent pool combining strong technical
backgrounds with industry experience. As of December 31, 2025, our team comprised 6,304
BUSINESS
– 128 –


--- page 138 ---
professionals, with over 50% dedicated to R&D. This highly qualified, cross-functional, and
complementary team serves as the driving force behind our ability to rapidly iterate and achieve
breakthroughs across multiple product categories.
We not only focus on attracting top talent, but also place great importance on providing a
platform for continuous growth and development, creating a comprehensive end-to-end training
system that supports talent from capability building to value realization, ensuring that employees
and Anker grow together. We have built a three-track career development system spanning business,
functional, and expert pathways, supported by a range of training programs such as centralized
learning, professional courses, on-the-job development, and project rotations.
Meanwhile, we have established a holistic incentive system for all employees. During the
Track Record Period, we implemented four share-based incentive plans and continually optimized
our long-term incentive mechanisms, empowering employees to pursue exploratory innovation in
emerging fields and supporting the full lifecycle development of internal entrepreneurial projects
from incubation to implementation. Through a systematic approach to attracting, growing, and
retaining talent, we have built a dynamic and ever-growing team, laying a solid foundation for our
sustained innovation and global expansion.
OUR GROWTH STRATEGIES
We intend to achieve our mission and further solidify our unique position by pursuing the
following strategies.
Driving User-Centric Product Innovation and Category Expansion
Our product development strategy is firmly anchored in a deep understanding of consumer
needs, driving iterative improvements. We remain committed to a user-centric approach by
leveraging our consumer insights system and market insights system. These tools allow us to
analyze user behavior across diverse markets, which further enables us to build a clear and
prospective users’ needs profile that informs our product roadmap.
In addition to advancing existing categories, we remain attentive to emerging opportunities for
category creation within the broader smart devices sector. Through our proprietary AMI system, we
systematically identify potential breakthrough categories, introducing increasingly diverse smart
products to the market. For example, in the robotics sector, we plan to begin with specialized
products, such as robotic vacuum cleaners and home security robotic dogs, while gradually
exploring the development of general-purpose household-use robotics. We will also continue to
explore other emerging fields to expand our product portfolio.
Furthermore, we are focused on building diversified products within each category. By
identifying and addressing the differentiated needs of various user segments, we are able to develop
a broader range of products within the same category. This enables us to better match the usage
scenarios and preferences of diverse consumer groups, ensuring that our offerings remain relevant
and compelling as consumer expectations evolve.
Accelerating Product Innovation Through Sustained Investment in Our Talents and Advanced
Technologies
We are committed to significantly increasing our investment in R&D, positioning
technological innovation as the core driver of our business growth. In particular for technologies,
we seek to expedite the deep integration of intelligent features across our product portfolio,
including mobile charging, smart home, and smart audio and video solutions. We will also focus on
areas such as high-precision control systems, multimodal visual perception, and edge-cloud
collaborative battery safety prediction. To support these efforts, we plan to establish new R&D
centers, set up specialized laboratories, and acquire state-of-the-art equipment.
BUSINESS
– 129 –


--- page 139 ---
Foundational technologies remain one of our strategic R&D focuses. Most of our
technologies, including the software and algorithms powering the core functions of our products are
developed in-house by our dedicated R&D team. Technologies related to perception, planning, and
control are designed for replicable cross-platform application, enabling us to disrupt traditional
product forms and enhance competitiveness. For example, the visual perception technology utilized
in our home security products can also be leveraged in our home robotics. A key initiative is the
development of a home security robotic dog, seamlessly integrated with our security systems to
create unique products.
Meanwhile, we will pursue technology development tailored to the characteristics and
requirements of each product category, continuously upgrading and optimizing product
performance. This includes ongoing advancements in core technologies across our product lines,
such as fast charging, intelligent power management, IoT technology, adaptive active noise
cancellation and intelligent acoustic algorithms, to ensure our products remain at the forefront of
the industry.
Beyond technological development, we will continue to strengthen our pool of R&D talents,
actively attracting individuals with advanced technical expertise and extensive industry experience.
We will further enhance the capabilities of our product development teams (PDT) and software
development teams (SDT), bolstering both hardware and software development and innovation.
Additionally, we will optimize our R&D processes and organizational management by adopting
advanced project management tools and collaboration mechanisms, all aimed at improving team
efficiency and driving superior innovative outcomes.
Building a Brand Recognized by Consumers
We are dedicated to continuously building a brand that is recognized by consumers. By
focusing on the needs and preferences of intended users, we cultivate a distinguished brand identity
that makes Anker the top choice within our target segments.
We also strive to deliver emotional value that goes beyond functionality. By introducing more
creative and thoughtful product series, we seek to strengthen the emotional connection between
consumers and our brand, achieving emotional value premium. For instance, our collaboration with
“Black Myth: Wukong” has led to a product series that leverages IP influence to enhance emotional
resonance with consumers.
Moving forward, we plan to create a seamlessly interconnected product and service
ecosystem. We aim to deliver stronger software integration and smarter product interactions,
enabling users to enjoy a more unified and intuitive experience. For example, we are advancing IoT
technologies to enable a smarter home experience.
To directly reach broader customer base and further amplify our brand’s awareness, we are
committed to investing continuously in our official websites and self-owned offline retail stores to
enhance brand presence and consumer touchpoints. We are also expanding our Anker Plus paid
membership programs, offering exclusive gifts, after-sales support, and other benefits to promote
member engagement. In addition, we will continue to launch targeted campaigns, such as early bird
product trials, to attract new users and reinforce loyalty among our existing customer base.
Constructing a Global, Direct-to-Customer Channel and Supply Chain Network
We are committed to establishing a global market presence that connects directly with users,
leveraging both online and offline channels. Our direct-to-consumer strategy involves continued
investment in our official websites and self-owned offline retail stores in key markets. Through
accessible product displays and immersive experiences, we aim to strengthen user engagement and
achieve closer, more direct contact with consumers. Our goal is to establish a stronger offline
presence in major cities by opening flagship stores, experience centers, specialty shops, and
branded sections within major retailers. We also plan to replicate successful local market strategies
in other markets, ensuring scalable and transferable growth.
BUSINESS
– 130 –


--- page 140 ---
In domestic market, we will focus on core product categories and high-potential segments. We
aim to steadily expand our domestic market share by curating a product portfolio tailored for
domestic users and optimizing their features to better align with local user preferences. Globally,
we are committed to building a global enterprise capable of operating seamlessly across regions. In
established markets like North America, and Europe, we will further strengthen our online presence
and offline store network, aiming for breakthrough growth across all major product categories. In
emerging markets such as the Middle East and Latin America, we will take a phased approach:
starting with our strongest categories, such as mobile charging or home security devices, and
gradually expanding our product portfolio as the brand gains traction and consumer awareness
grows.
With respect to our supply chain, we are implementing a more agile and flexible global supply
chain strategy. Our manufacturing partnerships will be expanded across multiple regions
worldwide. For key components, we are pursuing global sourcing that balances raw material costs,
labor expenses, and technological advantages in different regions, thereby achieving cost-
efficiency, and ensuring a stable supply. In terms of logistics, we continue to strengthen our global
logistics infrastructure, improving shipment efficiency to serve different channels worldwide. We
are also expanding our network of overseas warehouses, enabling localized storage, faster delivery,
and an improved customer experience.
OUR PRODUCT OFFERINGS
Overview
We are primarily engaged in the design and sale of innovative products in the global smart
devices industry, committed to delivering a broad portfolio of reliable products and strong user
experiences to consumers worldwide. During the Track Record Period, we focused on three major
product lines — smart charging and power storage, smart home, and smart audio and video. We
continue to strengthen our competence across core business focuses including mobile charging,
consumer power storage, smart home security, smart cleaning, printing, smart audio, and smart
projectors. We currently operate three main product lines:
 Smart Charging and Power Storage: Smart charging and power storage solutions are the
cornerstone of our business. This business line includes the full portfolio of charging
devices and accessories under the Anker brand, as well as the Anker SOLIX brand of
consumer power storage products. According to Frost & Sullivan, globally by revenue
from 2020 to 2024, we ranked second in the mobile charging products sector, and have
been the largest independent mobile charging brand. In 2025, we ranked first globally in
the mobile charging products sector by revenue. Our market share of global mobile
charging products reached 4.8% in terms of revenue in 2025.
 Smart Home: We continue to focus on upgrading everyday home scenarios through
intelligent solutions. Under the eufy label, we have incubated three product families.
eufy Security offers a full range of home security systems, utilizing local data storage
to deliver reliable, privacy-first protection with products such as security cameras, video
doorbells, and alarm systems. eufy Clean specializes in home cleaning solutions, with
robot vacuums that feature powerful suction, smart navigation, and efficient
performance. eufyMake serves the growing consumer creative printing market, with
3D-texture UV printers that inspire creativity at home while extending our expertise and
reach in smart manufacturing.
 Smart Audio and Video: Our smart audio and video products are built around our brand,
soundcore, dedicated to elevating how people experience sound and visuals. soundcore
offers a diverse range of wireless products, including headphones, speakers, and
conference systems, designed with features such as noise cancellation, open-ear formats,
and smart app controls to deliver seamless use across indoor and outdoor settings. In
addition, we also offer Nebula-series portable smart projectors, with a product line that
includes advanced laser projectors with integrated audio systems, creating an all-in-one
immersive viewing experience.
BUSINESS
– 131 –


--- page 141 ---
The following graphic illustrates our product matrix.
Smart Charging and Power Storage
ChargersPower Banks Accessories
Ultra-fast charging with smart
displays, convenient power on the go
Reliable fast charging powered by our
proprietary GaNPrime™ technology
Comprehensive auxiliary product lineup
including cables, hubs & docks, etc.
Balcony Photovoltaic
Energy StoragePortable Power Station Residential Energy Storage
Consumer-grade power
backup and storage solutions
for home and outdoor use
Small-size all-in-one home balcony
solar system also flexible for use on
roof and in the backyard
Store solar energy during the day
for nighttime use or off-grid, saving
on power bill in the meantime
Smart Home
Creative Printing
The world’s first consumer-grade
3D-texture UV printer supporting
300+ materials powered by our
Amass3D™ technology
Smart Audio and Video
SpeakersHeadphones and Earbuds Projectors
High-fidelity audio featured with
real-time adaptive active noise
cancelling, multifaceted for journey,
sleep, and sports
Portable, durable, waterproofed
speakers ideal for party, karaoke,
outdoor fun, and various scenarios
Portable, outdoor and home
theatre projectors with up to 4K
visuals anywhere
Smart Cleaning
 Powerful suction, smart
navigation, and efficient cleaning
featured with all-in-one stations
and multi-surface compatibility
Home Security
Featuring a range of security
cameras, video doorbells, smart
locks, etc., all interconnected with
our intelligent HomeBase
BUSINESS
– 132 –


--- page 142 ---
Smart Charging and Power Storage
At Anker, we deliver reliable and intelligent charging and power storage solutions for
consumers worldwide. Our comprehensive product portfolio spans premium charging products
under the Anker brand and advanced power backup and storage systems under the Anker SOLIX,
addressing the evolving needs of professionals, families, and outdoor enthusiasts.
Our charging and power storage product portfolio adapt to diverse charging scenarios
(For illustrative purpose only)
Charging Products
Anker’s charging product family encompasses a full spectrum of mobile charging products,
including power banks, chargers, and accessories, engineered for use across smartphones, tablets,
laptops, wearables, and other personal electronics.
Power Banks Chargers
Power Banks
We provide high-output power banks that meet the demands of users requiring substantial
mobile charging capacity. Our power banks enable fast and mobile charging for travelers.
Our signature power bank products are listed below:
 Laptop Power Bank : Our laptop power banks combine high-speed charging with a high
battery capacity, making it easy to charge laptops and other devices on the go. Their
portable design and built-in MultiProtect safety system ensure reliable, convenient
power and comprehensive protection for all devices.
BUSINESS
– 133 –


--- page 143 ---
 Wireless Power Bank : Our wireless power bank offers effortless charging on the go,
allowing the users to power up Qi-enabled devices simply by placing them on the bank’s
surface with no cables required. With fast wireless charging, a compact design, and
Anker’s advanced safety features, it provides a seamless and reliable charging
experience.
Chargers
Our GaN (gallium nitride) multi-port chargers combine compact size with stable output. A
single charger can efficiently power up to six devices simultaneously, eliminating the need to carry
multiple bulky adapters.
Our signature charger products are listed below:
 Anker Wall Charger with USB-C Cable (140W, 4-Port) : Fast charging for four devices
with our advanced GaN technology, The advanced ActiveShield™ system monitors
device temperatures over 3 million times a day for enhanced safety.
 Anker Prime Desktop Charger (250W, 6-Port, GaNPrime) : Ultra-fast 250W output for
up to six devices and instant power feedback with the 2.26-inch built-in LCD charger
display.
 Anker Nano Charger (45W) : Featuring USB-C Power Delivery, it can charge a laptop to
50% in just 30 minutes. Despite its powerful output, the charger is small enough to fit
in one’s pocket.
Accessories
We provide a lineup of transmission products and accessories including cables, high-
performance hubs and docking stations, which provide seamless data transfer, expanded
connectivity options, and efficient charging solutions for laptops, tablets, and smartphones. In
addition, we offer protective cases and screen protectors that safeguard smart devices against
everyday wear and tear. During the Track Record Period, revenue generated from protective cases
and screen protectors accounted for less than 1% of the revenue from our charging and power
storage product category.
Major Product Series
Anker Prime Anker Nano Anker Zolo
Our major charging series, Anker Prime, Anker Nano, and Anker Zolo, reflect our ongoing
commitment to developing differentiated products.
BUSINESS
– 134 –


--- page 144 ---
 Anker Prime Series : Compact, high-capacity power banks and charging hubs featuring
real-time digital displays, multi-port fast charging and advanced safety systems.
Compatible with Qi-certified devices, these products support fast and reliable charging
for smartphones, earbuds and smartwatches, with total maximum output ranging from
100W to 300W and up to six ports.
 Anker Nano Series : Ultra-portable, pocket-sized chargers and travel adapters designed
for everyday carry. The lineup includes slim, card-style power banks with fast charging,
foldable designs and broad device compatibility, tailored for mobile and global travel.
 Anker Zolo Series : Lightweight and portable chargers equipped with advanced safety
features, offering 30W wired charging via built-in USB-C cables and 7.5W wireless
charging for convenient and flexible everyday use.
Consumer Power Storage Products
Our Anker SOLIX product portfolio provides power backup and storage solutions for both
home and outdoor usage scenarios. Certain SOLIX products support app-based monitoring and
control, enabling users to view energy generation, storage status, and power usage remotely. It
includes the F Series for home backup and mobile power storage, the C Series for outdoor camping,
the E Series for balcony photovoltaic storage and X Series for residential power storage, effectively
covering a wide variety of users’ needs.
X Series
Residential Power Storage
E Series
Balcony Photovoltaic Storage
C Series
Outdoor Camping
F Series
Home Backup &
Mobile Power Storage
Portable Power Station
Our F-series and C-series portable power stations are compact, rechargeable battery systems
that store energy from outlets and solar panels. It offers a wide capacity range from 192Wh to
53.8kWh, enabling users to power devices anywhere.
Our signature portable power station products include:
Anker SOLIX F3800 Plus Anker SOLIX C1000 Gen 2
 Anker SOLIX F3800 Plus Portable Power Station : Anker SOLIX F3800 Plus Portable
Power Station achieves high-efficiency charging, reaching a full charge within two hours
with optimal sunlight. Starting at 3.84kWh (6kW) and expandable up to 53.8kWh
BUSINESS
– 135 –


--- page 145 ---
(12kW), it offers scalable, plug-and-play backup power for days or even weeks, no
electrician required. With the Anker app, users can conveniently monitor and manage
charging, discharging, and battery status remotely.
 Anker SOLIX C1000 Gen2 Portable Power Station : Anker SOLIX C1000 Gen2 Portable
Power Station features a 1,056Wh battery, delivering up to 1,800W of AC output and
supporting fast charging that reaches 100% in just 58 minutes via AC input. It offers nine
versatile ports, including AC, USB-C, and car outlet, making it ideal for camping, RVs,
and emergency backup.
Balcony Photovoltaic Energy Storage
Our E-series product portfolio also expands to distributed residential energy storage and smart
photovoltaic management.
The Solarbank 3 E2700 Pro, features an all-in-one design that seamlessly integrates
photovoltaic power generation, bidirectional power conversion, energy storage modules, and both
grid-tied and off-grid control into a single, unified system, eliminating the need for multiple
modules and complicated wiring. The AC grid connection is designed for “plug and play”
convenience, allowing users to simply use the included adapter cable to connect the device directly
to a household socket, reducing installation time by up to 90% compared to traditional home energy
storage systems. Additionally, the device allows direct household load connection, and the entire
installation and grid-connection process can be handled by users at home, with no professional
electrician required.
Residential Power Storage
Our X-series home backup and power storage solutions are engineered to provide
uninterrupted power for individual households in both everyday and emergency scenarios.
The SOLIX X1 and related residential storage products combine slim, durable designs with
high-temperature resilience and corrosion resistance, supporting both new and retrofit residential
installations. Our home backup and power storage solutions support direct photovoltaic charging
and UPS. Their modular design allows for scalable capacity up to 30 kWh. With an IP66 protection
rating, they ensure stable operation even in extreme environments such as salt spray and severe
cold. Together, these solutions provide comprehensive, future-ready energy infrastructure for homes
across diverse geographies.
Solarbank 3 E2700 Pro Anker SOLIX X1
Smart Home
Our smart home product line includes eufy devices for home security and cleaning, as well as
eufyMake creative printing solutions. eufy’s portfolio is organized into distinct series to address
varying customer needs. The S Series is designed for users who demand advanced home security
and cleaning solutions and seek top-tier innovation and comprehensive coverage. The E Series
emphasizes reliability and durable performance with straightforward operation. The C Series
provides flexible, easy-to-use and compact solutions, making essential security and cleaning
products more accessible. Through this tiered structure, eufy delivers tailored solutions to suit
different lifestyles and preferences.
BUSINESS
– 136 –


--- page 146 ---
Home Security
eufy Security provides a comprehensive suite of home security solutions designed to deliver
reliable protection, user privacy, and seamless device integration. eufy Security products are built
on a foundation of local data storage, allowing users to keep their footage and data within their
devices, with no mandatory cloud subscription fees. This model, combined with advanced
encryption, addresses growing privacy concerns and offers a differentiated value proposition in
global markets. The following graphics illustrate the usage scenarios of our products.
Indoor Security Products
Keypad
Smart DisplayIndoor Cam
Entry Sensor
Motion Sensor Smoke and
Carbon Monoxide Alarm
Outdoor Security Products
HomeBase
SoloCam eufyCam
Video Doorbell
(For illustrative purpose only)
Since the launch of our smart home security solutions, we have introduced several
innovations, including ultra-low power consumption, enabling “one charge for one year” battery
life. Our systems leverage on-device AI to enable instant identification of people and events without
BUSINESS
– 137 –


--- page 147 ---
relying on cloud processing, reducing both latency and recurring costs. These features have been
tailored for single-family homes as well, providing trigger-based monitoring and efficient power
management. The eufy home security products encompass a range of smart devices:
Security Cameras
eufy offers a variety of indoor and outdoor security cameras, including the SoloCam and
eufyCam series.
 eufy 4K NVR Security Camera System S4 Max : A professional-grade, PoE-wired outdoor
surveillance solution designed for comprehensive 24/7 monitoring. It features cross-
camera tracking and auto-framing of subjects up to 164 feet away. The system utilizes
local data processing for instant analysis, smart alerts, and customizable detection zones.
the S4 Max delivers robust security and multi-platform access through the eufy app, or
web portal.
 eufy Security Indoor Cam E30 : An indoor security camera to deliver 2K clarity and
features pan and tilt controls for a complete view of user’s room. It includes intelligent
object detection, two-way audio, instant motion alerts, and night vision.
Video Doorbells and Locks
eufy’s video doorbells and locks provide high-resolution video quality, two-way audio,
customizable motion detection, and instant alerts.
 eufy Video Doorbell S330 : eufy Video Doorbell S330 features dual-camera technology
and dual motion detection to maximize home security and package protection. It records
in 2K resolution with HDR and night vision capabilities, and introduces Delivery
Guard™ to monitor and secure users’ deliveries.
 eufy FamiLock S3 Max : eufy FamiLock S3 Max is eufy’s first smart lock featuring
advanced palm vein recognition, allowing users to unlock their door securely and
contactlessly with just a wave of the hand. Designed for convenience and inclusivity, it
recognizes any hand from any angle and performs reliably in bright and dark conditions.
S3 Max also features a built-in 2K HDR video doorbell with a 180° full-coverage field
of view, and a 4-inch internal display for real-time monitoring.
Other Security Products
Our eufy products also expand to motion sensor, smoke and carbon monoxide detector. In
addition, we also provide floodlight and spotlight cameras which combines powerful lighting with
video monitoring and help deter intruders and provide clear footage at night or in low-light
conditions. We have also recently launched a new line of baby monitors, designed to deliver sense
of safety to parents with reliable, real-time audio and video. To further support our customers, we
provide accompanying software and technical support for select products, ensuring a seamless and
user-friendly experience.
Our eufy home security products are designed to work together seamlessly through the eufy
Security app, which provides unified control, live streaming, instant notifications, and device
management.
Smart Cleaning
eufy Clean is our answer to the growing demand for intelligent, autonomous deep cleaning
solutions. Our robot vacuums are designed for performance, efficiency, and ease of use, featuring
high suction power, advanced navigation, and multi-surface compatibility. Through autonomous
BUSINESS
– 138 –


--- page 148 ---
navigation, our robot vacuums can navigate indoor spaces, avoid obstacles, plan cleaning routes,
and return to the charging dock automatically. Slim form factors allow access under furniture, while
quiet operation and scheduling functions support daily routines in modern homes.
Our smart cleaning products also incorporate self-cleaning roller technology, i.e., real-time
cleaning of the roller brush to maintain performance and hygiene; as well as obstacle recognition,
a vision-based dual-camera systems to enhance obstacle avoidance and navigation in complex home
environments. These advanced features have positioned eufy Clean as a leader in the smart cleaning
category, recognized for user-centric design.
Our signature smart cleaning products mainly include:
 eufy Omni S1 Pro : eufy Omni S1 Pro is a robot vacuum with an all-in-one UniClean™
Station, offering hands-free cleaning through self-emptying, self-washing, self-drying,
and self-refilling capabilities. With 8,000 Pa suction, advanced 3D MatrixEye™ obstacle
avoidance, and Eco-Clean Ozone™ technology for sterilization, it delivers an effortless
cleaning experience.
LCD Touch Control eufy Robot Vacuum
Omni S1 Pro
Clean Beyond Clean
Groundbreaking HydroJet TM System
10-in-1 UniClean Station
For Hassle-Free Cleaning
Clean, Even in the Dark
3D MatrixEyeTM Obstacle Avoidance
300K
Voxels
750x
More Precise
Navigation
Printing
Through our creative printing brand eufyMake, we seek to make advanced creative printing
accessible for consumers. eufyMake aims to lower the barriers to high-quality, professional printing
by delivering user-friendly, compact, and versatile desktop solutions. Whether used at home, in a
studio, or as part of a growing business, eufyMake’s products are designed to bring users’ ideas to
life, and inspiring.
In April 2025, eufyMake introduced the E1, the world’s first consumer-grade 3D-texture UV
printer capable of full-color 3D-texture, rotary, and UV DTF (Direct to Film) printing. The E1 is
designed with a lightweight, modular architecture, making it easy to set up, transport, and expand
for various creative applications. Its integrated smart control system automates the entire printing
process, allowing first time users to achieve professional results with minimal effort. The E1’s
multi-functionality opens up a range of possibilities, from customized gifts and crafts to small-scale
business production. With support for 3D-texture prints, rotary printing on cylindrical objects, and
UV DTF for vibrant, durable transfers, users can unleash their creativity without the steep learning
curve or high costs typically associated with commercial printing equipment.
BUSINESS
– 139 –


--- page 149 ---
Smart Audio and Video
Our audio and video products include a range of soundcore branded headphones and speakers,
as well as the Nebula series of projectors. The following graphics illustrate the usage scenarios of
our products.
soundcore Headphones and Earbuds
The soundcore headphones and earbuds line is built on a foundation of audio innovation,
ergonomic design, and user-centric features. Our portfolio spans over-ear and in-ear headphones,
open-ear designs, sports models, and specialized solutions for sleep and hybrid work. soundcore
headphones feature Bluetooth connectivity, app-based customization, and user-responsive controls
and leverage proprietary technologies such as adaptive active noise cancellation, AI-enhanced call
clarity, and high-resolution wireless audio to deliver immersive listening experiences in any
environment. soundcore headphones are supported by a strong digital ecosystem via the soundcore
app, allowing users to personalize sound profiles, manage firmware updates, and control
multi-device connectivity. This ecosystem-centric approach allows us to further foster customer
loyalty.
Our selected noise-cancelling and open-ear headphone products are listed below:
soundcore Liberty 5 soundcore Space
One Pro
soundcore AeroClip soundcore AeroFit 2
(For illustrative purpose only)
 soundcore Liberty 5 : soundcore Liberty 5 earbuds feature adaptive active noise
cancellation (ANC 3.0) that adjusts in real time for a quieter listening experience, and
support Dolby Audio for an immersive, 3D soundstage.
 soundcore Space One Pro : soundcore Space One Pro are portable over-ear headphones
engineered for commuters, featuring an advanced FlexiCurve™ foldable design that
reduces their size by 50% for easy carrying. They include adaptive active noise
cancellation (ANC 3.0) with a four-stage system and six microphones to block out a
wide range of environmental noise.
Open-ear Headphones
 soundcore AeroClip : soundcore AeroClip open-ear clip-on earbuds are designed for
all-day comfort with an adaptive, pressure-free fit and a lightweight, flexible open-ring
design. With four AI-enhanced microphones for clear calls and easy tap controls, these
earbuds are ideal for active lifestyles and everyday use.
 soundcore AeroFit 2 : soundcore AeroFit 2 features an adjustable open-ear design for
all-day comfort and situational awareness, using soft materials and double-curved ear
hooks that fit various ear shapes. Additional features include four AI-powered
BUSINESS
– 140 –


--- page 150 ---
microphones for clear calls, wireless charging, and touch controls, making AeroFit 2 a
versatile choice for active, everyday listening. In addition, with its free AI translation
capabilities, it supports more than 100 languages to provide real-time response with high
accuracy.
Sleep Earbuds
Our sleep earbuds are engineered not only to mask noise but also to actively promote better
sleep using adaptive masking, directly improving sleep quality. Launched in June 2025, the
soundcore Sleep A30 is the world’s first smart active noise-cancelling sleep earbud. Designed for
a restful night, it features an adaptive ear canal noise cancellation system that targets low-frequency
sounds like appliances and traffic. The innovative charging case monitors and analyzes snoring
throughout the night, while the earbuds automatically generate masking noise to minimize sleep
disruptions. Paired with the soundcore app, the Sleep A30 also offers AI-generated binaural beats
to promote relaxation and enhance sleep quality.
soundcore Speakers
soundcore speaker portfolio delivers powerful, high-fidelity sound for a variety of listening
scenarios, from home entertainment to outdoor adventures and social gatherings. soundcore
speakers emphasize portability, durability, and smart connectivity.
Entertainment scenarios
Our selected speaker products designated for entertainment scenarios are listed below:
soundcore Motion X600 soundcore 3
bluetooth speaker
soundcore Boom 3i soundcore Rave 3S
(For illustrative purpose only)
 soundcore Motion X600 : soundcore Motion X600 is designed for immersive indoor
listening, featuring spatial audio, five drivers and five amplifiers, and Hi-Res Wireless
certification. Its compact design and customizable EQ make it suitable for home
entertainment, providing rich, room-filling sound.
 soundcore portable Bluetooth speakers : soundcore 1, 2, and 3 portable Bluetooth
speakers deliver balanced sound in a compact, durable form. All models feature long
battery life, IPX-rated water resistance, and enhanced bass, making them reliable
choices for casual listening at home or on the go.
 soundcore Boom 3i : soundcore Boom 3i is built for outdoor activities, offering powerful
bass, a rugged IPX7 waterproof build, and up to 24 hours of playtime. It is designed to
float on water and remains stable for use even in saltwater environments. Its portable
design and strong volume output make it ideal for picnics, camping, or gatherings in
open spaces.
BUSINESS
– 141 –


--- page 151 ---
 soundcore Rave 3S : soundcore Rave 3S is made for party environments, with high power
output, dynamic LED light shows, and BassUp™ technology for enhanced low
frequencies. It features a Karaoke mode with automatic vocal removal for an enhanced
singing experience. It supports multiple input sources and offers up to 18 hours of
playtime, creating an energetic atmosphere for large gatherings.
Conference scenarios
For professional environments, the AnkerWork S600 speakerphone offers reliable, clear audio
for meetings and conference calls. With advanced noise reduction, 360° voice pickup, and a
compact design, it ensures effective communication whether the user is working from home or in
the office, supporting seamless collaboration in any workspace. AnkerWork S600 speakerphone is
also designed to support efficient communication in a variety of workplace scenarios, including
one-on-one calls, small team meetings and hybrid working arrangements involving both onsite and
remote participants.
Nebula Projectors
Nebula is a product series that includes smart projectors designed for home and portable use.
These projectors feature high-resolution laser projection, built-in speakers, and support for smart
operating systems, allowing users to stream content directly. The Nebula offering covers both
portable models suitable for travel or outdoor settings and larger devices for home environments.
Nebula projectors are compatible with various devices and streaming platforms, providing options
for different users’ needs.
Nebula X1 Pro Nebula Capsule 3
(For illustrative purpose only)
 Nebula X1 Pro : Nebula X1 Pro is an all-in-one 4K laser projector with wireless Dolby
Atmos sound system designed to deliver a cinematic experience. It features a patented
4K triple laser optical engine and 3,500 ANSI lumens of brightness for vivid and
detailed visuals. The projector integrates a wireless 7.1.4-channel spatial audio system,
powered by FlexWave™ technology for adaptive sound calibration based on the room
and seating. The Nebula X1 Pro is portable and convenient for indoor movie nights,
backyard parties, and outdoor adventures. Intelligent features like auto focus, keystone
correction, obstacle avoidance, and motorized zoom ensure optimal picture quality in
any environment.
 Nebula Capsule 3 : Nebula Capsule 3 is a compact and portable projector designed for
convenient entertainment on the go. It features a lightweight design similar to a soda
can, making it easy to carry and set up anywhere. With Android TV built-in, users can
stream directly from popular apps and enjoy wireless connectivity. Autofocus and
automatic keystone correction provide a hassle-free viewing experience, making the
Capsule 3 ideal for movie nights, travel, or small-space presentations.
BUSINESS
– 142 –


--- page 152 ---
KEY FINANCIAL AND OPERATING DATA
Revenue Breakdown by Type of Products and Services
The following table sets forth the breakdown of our revenue by type of products and services
in absolute amounts and as a percentage of our total revenue for such products and services, for the
years indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Smart charging and power storage /H1100/H1100/H11008,603,582 49.1 12,667,007 51.3 15,401,753 50.5
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,541,291 25.9 6,336,477 25.6 8,271,292 27.1
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,285,272 24.5 5,692,427 23.0 6,833,491 22.4
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,147 0.4 14,169 0.1 7,867 0.0
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,506,292 100.0 24,710,080 100.0 30,514,403 100.0
Note:
* In 2023, others primarily include agency services, which included managing online store operations for third-parties,
and the subsidiary responsible for providing agency services was divested in 2023. Since 2024, others primarily
include revenue generated from certain accessories that were previously not categorized into our major product lines.
As of December 31, 2025, our products have been sold to over 180 countries and regions,
reaching over 200 million users globally. In 2025, through continuous investment in innovative
technology, we proudly earned an impressive 18 awards at Red Dot Awards, 16 Good Design
Awards and 13 iF Design Awards.
Gross Profit and Gross Profit Margin by Product Category
The following table sets forth a breakdown of our gross profit and gross profit margin by
product category for the periods indicated:
For the year ended December 31,
2023 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
(RMB in thousands)
Smart charging and power storage /H1100/H11003,557,514 41.3% 5,179,550 40.9% 6,134,123 39.8%
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,064,236 45.5% 2,903,391 45.8% 3,941,304 47.7%
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,849,450 43.2% 2,551,537 44.8% 3,304,427 48.4%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,471,200 42.9%10,634,478 43.1% 13,379,854 43.9%
BUSINESS
– 143 –


--- page 153 ---
Sales Volume and Average Selling Price by Product Category
The following table sets forth a breakdown of the sales volume and average selling price by
product category for the periods indicated:
Y ear ended December 31,
2023 2024 2025
Volume
Average
selling
price Volume
Average
selling
price Volume
Average
selling
price
thousands RMB thousands RMB thousands RMB
Smart charging and power storage /H1100/H1100/H110062,226 138.3 83,152 152.3 93,521 164.7
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,917 656.5 9,639 657.4 10,778 767.5
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,179 302.2 23,258 244.7 27,588 247.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,322 209.2 116,049 212.8 131,887 231.3
RESEARCH AND DEVELOPMENT
We are committed to ongoing research and development to drive innovation across charging
and power storage, smart home and audio and video. By investing in core technologies such as GaN
technologies, advanced wireless charging and intelligent charging, we continually enhance
performance, efficiency, and user convenience of our charging solutions. As for our smart home, we
focus on the R&D of IoT technology to deliver secure and intelligent products. For audio and video,
we continue to invest in the R&D of adaptive active noise cancellation, intelligent audio acoustic
algorithms and 3D sound effects. This commitment to R&D ensures that we remain at the forefront
of delivering reliable, high-performance solutions that address evolving consumer needs.
We believe our strong research and development capabilities are a core competitive strength
and have led to our solid position in the industry. As of December 31, 2025, we have 3,549 full time
research and development employees. In 2023, 2024 and 2025, we had R&D expenses of
RMB1,413.9 million, RMB2,108.4 million and RMB2,892.8 million, respectively. Our R&D
expenses as a proportion of revenue reached 8.1%, 8.5% and 9.5% in 2023, 2024 and 2025,
respectively.
Our R&D strategies are fundamentally driven by consumer needs. We constantly seek
innovative ways to generate value and improve consumer’s everyday experiences. By listening to
feedback and exploring real-life user scenarios, we identify opportunities where innovative
technology can make a meaningful difference. This user-centric approach not only inspires our
product roadmap but also ensures we remain an industry leader in charging and power storage,
smart home and audio and video sectors.
R&D Process
Our R&D follows a systematic and rigorous process. We have established a comprehensive
R&D system supported by professionals with diverse technological expertise. This structure enables
the formation of cross-functional R&D teams that integrate both product-focused and support
departments.
We conduct product development driven by market demands, continuously enhancing the
design, processes, and quality standards of our products. Our R&D process encompasses seven key
stages: market research, concept evaluation, feasibility assessment, product design, pilot production
validation, small-scale production, and mass production. Initially, we conduct market research and
concept evaluation to define the product concept for development. Upon completing detailed design
and feasibility assessment, the R&D project is formally launched. Subsequently, the project team
utilizes the results of the preliminary concept evaluation to create product molds and rigorously
BUSINESS
– 144 –


--- page 154 ---
validate the design through repeated testing. Following pilot production validation and small-scale
production, the project advances to the mass production phase through our manufacturing
partnerships. Throughout each phase, we prioritize product quality, user experiences, and the
integration of the latest advancements in both hardware and software. The following graphic
illustrates our R&D process.
Concept
Definition
Project
Initiation
Mold
Opening
Design
Validation
Product
Launch
Market
Research
Concept
Evaluation
Feasibility
Assessment
Product
Design
Pilot
Production
Validation
Small-Scale
Production
Mass
Production
Our Technology Highlights
Delivers exceptional power density and
unmatched performance in a compact form
GaN Architecture
Next-gen smart dynamic power distribution for
fast, efficient multi-charging
PowerIQTM 5.0
3-level protections with dynamic equalization
technology to maximize battery life and
performance
Battery Management System
EV-grade batteries + Industrial-grade electronics
make our power products
up to 10+ years duality
InfiniPowerTM
24/7 local video alarm system networked
with eufy cams and sensors, powered by on-
device processing via HomeBase
eufy ExpertSecure System
Keep devices charged in low-light conditions
for non-stop home security
SolarPlusTM
Tailors audio output to individual hearing
preferences via A/B testing and reinforcement
learning, crafting a proprietary listening experience
HearID 5.0
Exclusive 4-stage adaptive ANC with
upgraded real-time noise cancellation,
featuring a proprietary Adaptive Snore
Masking System for enhanced sleep comfort
Adaptive Active Noise Cancelling
GaNPrimeTM 2.0 Technology Energy Storage Technology Smart Home Technology Audio & Video Technology
GaNPrime™ 2.0 Technology
GaNPrime™ 2.0 is our most advanced fast charging technology system, applying GaN to
deliver exceptional power density and superior performance in a compact design. Engineered for
efficiency, GaNPrime™ 2.0 enables the delivery of a powerful 140W output on a single port,
without power reduction or throttling throughout the charging cycle under 220V and 25°C
conditions to ensure rapid, reliable charging for devices.
In addition, GaNPrime™ 2.0 technology also integrates PowerIQ™ 5.0 and ActiveShield™
4.0 to support reliable and safe fast charging. PowerIQ™ 5.0 supports broad protocol compatibility.
It intelligently identifies each connected device and dynamically allocates output so that laptops,
tablets, and phones can fast-charge simultaneously from a single compact charger. ActiveShield™
4.0 represents a significant advancement in temperature control and device protection technology.
Utilizing high-precision NTC sensors, it conducts over 10 million temperature checks daily,
enabling real-time monitoring and proactive thermal management. The integrated NTC chip
dynamically adjusts power output according to temperature fluctuations, ensuring optimal
performance and enhanced safety. Enabled by our advanced charging technologies, our products
could achieve energy conversion efficiency and heat loss optimization, maximizing the use of each
unit of electricity for environmentally friendly fast charging.
Energy Storage Technology
Our energy storage solutions apply our battery management system (BMS) with three levels
of protection to carefully control charging, discharging, and temperature and maximize battery life
and performance. Dynamic equalization technology keeps cells balanced to preserve capacity and
extend usable runtime, even under frequent or heavy use. Built on InfiniPower™ — which
combines EV-grade batteries with industrial-grade electronics — our power products are engineered
for durability to deliver reliable performance for up to 10 years.
BUSINESS
– 145 –


--- page 155 ---
Smart Home Technology
Our smart home technology utilized the eufy ExpertSecure System, a 24/7 local video alarm
solution that links eufy cameras, and alarms through a secure HomeBase hub. Data processing is
being handled locally on the hub instead of the cloud, enabling faster responses, smarter detection,
and enhanced privacy, as footage and data remain stored in the home. With SolarPlus™ power
options, key outdoor devices stay charged even in low-light conditions, supporting continuous
monitoring with minimal wiring, maintenance, or downtime.
Smart Audio and Video Technology
Our audio and video technology is engineered to deliver premium listening and viewing
experiences. HearID 5.0 tailors audio output to individual hearing preferences via A/B testing and
reinforcement learning, crafting a proprietary listening experience. Furthermore, our adaptive
Active Noise Cancelling (ANC) uses a four-stage algorithm and multiple microphones to analyze
ambient sound and generate precise anti-noise in real time, significantly reducing noise while
preserving natural, high-fidelity audio.
GLOBAL OPERATIONS
As of December 31, 2025, our products have been sold to over 180 countries and regions and
attracted a global customer base. We have established strong brand recognition and loyalty in
markets across North America, Europe, Asia, and the Middle East.
The following table sets forth a breakdown of our revenue by sales regions in the periods
indicated.
For the year ended 31 December
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
North America (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,370,483 47.8 11,881,100 48.1 14,132,565 46.3
Europe (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,679,519 21.0 5,680,850 23.0 8,151,055 26.7
PRC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100637,954 3.6 884,935 3.6 1,031,569 3.4
Rest of the world /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,819,247 27.5 6,263,195 25.3 7,199,214 23.6
Japan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,486,766 14.2 3,440,320 13.9 3,969,686 13.0
Middle East (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907,792 5.2 1,115,580 4.5 1,179,834 3.9
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Notes:
(1) Primarily includes the markets in the U.S., Canada and Mexico.
(2) Primarily includes the markets in Germany, the United Kingdom and the Netherlands.
(3) Primarily includes the markets in the UAE, Saudi Arabia and Egypt.
North America
North America represents our largest market and is an example of the success we achieved in
international expansion. According to Frost & Sullivan, Anker has consistently held the No. 1
market share in mobile charging categories among independent brands, including portable chargers
and power banks, in North America from 2020 to 2024, and ranked first in mobile charging products
sector in North America in terms of revenue in 2025.
BUSINESS
– 146 –


--- page 156 ---
Europe
Europe is one of our fastest-growing markets. In Europe, Anker has rapidly expanded its
footprint, achieving significant milestones in both market share and brand reputation. Our
best-selling products, including the power banks, power storage products, smart home security and
headphones, have gained strong traction among European consumers, with multiple products
receiving awards and five stars from technology media and consumer review platforms. For
instance, since their introduction, our balcony photovoltaic energy storage products have gained
popularity and captured a substantial market share in Germany.
Rest of the world
Our products have been sold globally and we achieved substantial market recognition in
multiple regions. For example, in Japan, we have experienced rapid market growth and have
become one of the recognized brands in the mobile charging segment. We opened self-owned offline
retail stores in key cities and tailored our offerings to local preferences. According to Frost &
Sullivan, Anker has ranked No. 1 by retail sales value for mobile charging products and No. 2 for
wireless headphones in Japan in 2025. We are also penetrating into the Middle East market and
other emerging markets around the globe.
INTELLECTUAL PROPERTY
Since our inception, we have developed a variety of proprietary intellectual property rights.
As of December 31, 2025, we have 3,026 granted patents, consisting of 308 invention patents, 1,286
utility patents, and 1,432 design patents globally. We also have 1,862 trademarks and 87 software
copyrights registered globally as of December 31, 2025. See “Appendix IV — Statutory and
General Information — Further Information About Our Business — Intellectual Property Rights”
for details of our material intellectual property rights.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy
or otherwise obtain and use our technology. During the Track Record Period, we identified instances
of unauthorized use of our trademarks and patent rights, and took proactive enforcement measures
to protect these rights. We have established an infringement monitoring mechanism to promptly
detect infringements of our trademarks or domain names and initiate appropriate enforcement
actions. See “Risk Factors — Risks Related to Our Intellectual Property — We may not be able to
adequately protect or enforce our patents, trade secrets and other intellectual property rights
throughout the world, and our efforts to do so may be costly.”
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material disputes or any other pending material legal proceedings regarding intellectual property
rights with third parties.
SALES AND MARKETING OF OUR PRODUCTS
Our Marketing Strategies
We have employed a multifaceted marketing strategy designed to build brand loyalty and drive
global growth. Leveraging social media, we engage with millions of users worldwide, sharing
product updates, educational content, and user stories across platforms such as Y ouTube, Instagram,
and TikTok. We are also among the first in using crowdfunding platforms like Kickstarter and
Indiegogo to validate product ideas, and connect directly with early adopters. We place strong
emphasis on building a community for our products, fostering loyal user groups through online
forums, interactive campaigns, and customer feedback programs. In recognition of the support from
our crowdfunding backers, we offer benefits, including discounted “early bird” pricing and the
opportunity to become one of the first users to receive our new product. Complementing our digital
BUSINESS
– 147 –


--- page 157 ---
presence, we regularly organize offline events, including product launches, pop-up experiences, and
tech expos, to provide hands-on demonstrations and regular customer engagement. This integrated
approach has enabled us to cultivate a vibrant global customer base.
Pricing of Our Products
We take into account various factors when determining the price of our products, including
consumer preferences, pricing levels, production costs, technological differentiation, supply chain
dynamics, procurement strategies and expected gross profit margins of each product. We also
evaluate the competitive landscape, including the overall market conditions as well as prices for
similar products offered by our peers. Due to the extensive variety and specifications of our
products, there is a significant disparity in their pricing. The retail prices of our smart charging and
power storage, smart home and smart audio and video products generally range from US$13 to
US$12,000, US$30 to US$2,500 and US$35 to US$3,000, respectively.
Our Relationship with Amazon
Overview and Background of the Relationship
Amazon operates one of the world’s largest online retail platforms, supported by a highly
mature operating system, standardized transaction rules, and a large and diversified global
consumer base. Amazon’s wide geographic coverage and extensive consumer base enable global
smart device companies like us to reach different end-consumers. It is the industry norm for sellers
operating at global scale to sell smart devices through these third-party e-commerce platforms,
including Amazon, according to Frost & Sullivan.
We leverage Amazon’s global online sales platform to sell our products to major developed
markets, including North America, Europe and East Asia. Amazon has been one of our earliest sales
channels and remains a key platform for our overseas online sales.
Given the Amazon platform features large transaction volumes, transparent seller and product
review mechanisms, and steadily increasing market penetration in major developed markets, we
have benefited from these features to rapidly establish product quality recognition, brand visibility,
consumer trust and customer acquisitions. This has facilitated word-of-mouth dissemination, repeat
purchases and the establishment of a strong brand presence in overseas markets, especially North
America, Europe and East Asia.
In 2014, we became the No. 1 best seller in mobile charging on Amazon in the North
American, European, Japanese and other markets within three years since our inception. In addition,
our products have held Amazon Best Seller positions across multiple categories for many
consecutive years. These recognitions reflect strong consumer acceptance and product
competitiveness rather than any exclusive or preferential commercial arrangement with Amazon.
During the Track Record Period, revenue generated from sales through Amazon were
RMB9,996.3 million, RMB13,417.7 million, and RMB15,955.4 million, representing 57.1%, 54.3%
and 52.3% of our total revenue in 2023, 2024 and 2025, respectively.
Nature of Arrangements and Key Terms during the Track Record Period
We operate independent seller accounts in different Amazon regional marketplaces, including
North America, Europe and East Asia. These accounts are managed independently by us under
Amazon’s global compliance and governance framework. In each regional market, we enter into
standard platform service agreements and conduct business operations with the relevant local
Amazon entities.
BUSINESS
– 148 –


--- page 158 ---
The key terms of Amazon’s standard agreement and policies are outlined as follows:
 Contracting parties : Amazon operates through different entities in different
jurisdictions. We enter into standard contracts with different entities of Amazon.com for
sales in different jurisdictions;
 Termination : Amazon may terminate or suspend the agreement or any services (i) by 30
days’ advance notice to us; or (ii) immediately if we materially breach the agreement and
fail to cure within seven days. We may terminate or suspend the agreement or any
services for any reason at any time by means specified in the agreement, including email
and notification through Amazon seller central;
 Duration and renewal term : The agreement remains valid until it is terminated by either
us or Amazon;
 Logistics arrangements : We may choose to use fulfillment by Amazon (FBA),
third-party logistics services providers or our in-house logistics solutions. We can opt to
use FBA, where Amazon ships products from its warehouses to our customers on our
behalf. We bear shipping expenses, custom duties, taxes and other charges;
 Transfer of risks : We retain ownership of the products and generally bear the risk of
damage or loss until the products are delivered to the customers except for situations
where the products are delivered via FBA, in which case Amazon is liable if our product
is lost or damaged due to Amazon’s mishandling at its warehousing facilities or in transit
for delivery to consumers;
 Credit term : Amazon generally settles outstanding balances with us every 14 days;
 Platform service fees : We pay Amazon platform service fees calculated based on a
percentage of the total sales amount, mainly for its granting us the right to conduct sales
activities on its marketplace and such platform service fees do not include fees for
logistics services or any other services charged by Amazon. During the Track Record
Period, platform service fees accounted for approximately 13% to 15% of revenue
generated from Amazon. In addition, platform service fees represented approximately
32% to 33% of the selling and distribution expenses over the same period;
 Return policy : Our customers generally have the option to return purchased products in
accordance with Amazon’s policies. For products shipped by Amazon under the FBA
program, returns are generally accepted within a specified time period after receipt of
the products. Typically, the return period is 30 days. For returned orders that meet
specific requirements, Amazon issues refunds to customers and we reimburse Amazon
for the same amount;
 Methods for sales to end-consumers : We list our products on Amazon and Amazon
manages the merchandising of our products. Amazon provides us with the order
information for each order placed by end-consumers and we prepare the products to be
delivered by us to the end-consumers accordingly.
We have established dedicated sales and operations teams responsible for platform interface
and account management. Such teams manage listing operations, order fulfillment coordination,
customer service handling, returns processing, expense control and risk management in accordance
with our internal policies. Amazon provides us with seller accounts, while we independently control
product selection, pricing (subject to platform rules), inventory planning, marketing activities and
customer engagement.
We do not enter into any exclusive distribution, minimum purchase, revenue guarantee or
non-competition arrangements with Amazon. Our commercial relationship with Amazon is
conducted on normal commercial terms generally applicable to all sellers on the Amazon platform.
BUSINESS
– 149 –


--- page 159 ---
Our Directors are of the view that the terms of the agreements with Amazon, including the platform
service fees, were on normal and standard commercial terms and were comparable to those offered
by Amazon to other industry participants, and nothing has come to the Joint Sponsors’ attention that
would cast doubt on this view. According to Frost & Sullivan, our commercial terms with Amazon
are consistent with prevailing industry practices.
Measures to Diversify Sales Channels
To reduce channel concentration risk, we have implemented and continue to pursue the
following measures:
i. Diversifying sales channels. We are expanding our presence across multiple third-party
e-commerce platforms, direct-to-consumer channels, and offline distributors and
retailers. In addition to Amazon, we have established collaborations with various
third-party platforms, including Rakuten, JD.com and Shopee.
ii. Strengthening direct-to-consumer capabilities. We continue to invest in our official
brand websites and customer data analytics systems to support the increasing complexity
and breadth of our product portfolio. During the Track Record Period, revenue generated
from our official websites accounted for 7.1%, 10.1% and 10.3% of our total revenue for
2023, 2024 and 2025, respectively, demonstrating a steady improvement in our
direct-to-consumer contribution.
iii. Geographic and channel diversification across overseas markets. We have developed
partnerships with global and regional retailers, while also operating our self-operated
stores. Dedicated sales and channel management teams have been established for
different sales channels to address diverse consumer preferences across regions. Our
products are now available through major retail chains, including Walmart, Best Buy,
Target and Costco in North America, Y odobashi Camera in Japan, and Argos and OBI in
Europe.
iv. Enhancing logistics flexibility. As our offline sales channels continue to expand and the
number of cooperating customers and platforms increases, we have established overseas
local warehouses in the United States, Japan and Europe to support the expansion of
offline sales channels and enhance our ability to provide spot inventory delivery to
offline customers, while maintaining the flexibility to use third-party logistics providers
alongside FBA where commercially appropriate.
v. Continued investment in brand equity and research and development. We continue to
invest in brand building and R&D to strengthen product differentiation and consumer
loyalty, thereby reducing our reliance on any single platform for customer acquisition.
Our Directors are of the view that our close relationship with Amazon does not have any
material and adverse impact on our business operations and financial performance, and nothing has
come to the Joint Sponsors’ attention that would cast doubt on this view, based on the following
considerations:
i. Non-exclusive and arm’s-length relationship. Our arrangements with Amazon are
non-exclusive and conducted on standard commercial terms generally applicable to all
sellers on the Amazon platform. Either party may terminate the agreement, with Amazon
entitled to terminate upon providing 30 days’ prior notice to us, and we entitled to
terminate at any time. In addition, Amazon may terminate the agreement in accordance
with its platform compliance requirements and rule-based enforcement mechanisms.
BUSINESS
– 150 –


--- page 160 ---
ii. Strong compliance track record and operational history. We have operated on
Amazon’s platform for more than 15 years with a consistent record of compliance with
platform rules relating to product quality, intellectual property, customer service and
seller conduct. We have not experienced any material disputes or account suspensions
during the Track Record Period and up to the Latest Practicable Date.
iii. Brand-driven consumer demand. Consumer demand for our products on Amazon is
primarily driven by brand recognition, product performance and customer reviews rather
than traffic allocation or algorithmic preferences granted by Amazon.
iv. Platform-neutral nature of products. Our products are not customized for Amazon and
are technically and commercially suitable for distribution across multiple online and
offline channels, enabling redeployment if required.
v. The interests of our Group and Amazon align. Our business relationship with Amazon
is mutually beneficial. Through Amazon’s global platform, we are able to establish
market presence and continue to penetrate multiple countries and regions efficiently,
supporting our international expansion strategy. At the same time, Amazon’s
marketplace model is designed to attract and support a diverse range of sellers from
different countries, product categories and brand profiles, and our participation aligns
with Amazon’s objective of offering consumers a broad and competitive product
selection. We believe that our high-quality products and strong brand recognition make
us a valuable business partner to Amazon. Leveraging our established track record, we
have consistently maintained a strong market position and delivered solid sales
performance on Amazon.
vi. Measures taken to mitigate the concentration risk. We have actively diversified our
sales channels by expanding onto other third-party e-commerce platforms, strengthening
our direct-to-consumer capabilities, and growing our offline retail presence across
multiple regions, supported by flexible logistics arrangements including overseas
warehouses and third-party providers. In parallel, we continue to invest in brand
building and R&D to enhance product competitiveness and reduce reliance on any single
sales platform.
OUR CUSTOMERS
Top Five Customers
During the Track Record Period, our customers primarily consisted of end users who purchase
our products, distributors to whom we sell our products and retailers. In each of 2023, 2024 and
2025, the aggregate revenue generated from our five largest customers in each year during the Track
Record Period were RMB1,985.2 million, RMB2,474.8 million and RMB2,620.2 million,
representing 11.3%, 10.0% and 8.6% of our revenue, respectively. Revenues generated from our
largest customer in the same years were RMB652.5 million, RMB651.2 million and RMB588.0
million, representing 3.7%, 2.6% and 1.9% of our revenue, respectively.
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable
Date, our five largest customers in each year during the Track Record Period were independent third
parties, and 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.
During the Track Record Period, none of our five largest suppliers/customers in each year
during the Track Record Period was also our customer/supplier in the same period. We conducted
transactions in the ordinary course of business under normal commercial terms and negotiated the
transactions with our overlapping customer and supplier on an arm’s-length basis.
BUSINESS
– 151 –


--- page 161 ---
After-Sales Services
We provide after-sales services designed to support our customers and address their needs.
Our services include warranty coverage, customer support through online chat, email, and phone,
as well as access to service centers in various regions. We aim to respond to customer inquiries in
a timely manner and offer assistance with product issues, replacements, or returns when
appropriate. Our warranty policy varies by product type, with typical coverage periods ranging from
12 to 36 months. For power storage products, we typically provide 5 to 10 years of warranty.
Our Distributors
We engage offline distributors who possess extensive sales experience and a strong market
presence. They are typically local distributors who engage in selling consumer electronic devices.
We chose to engage distributors because they can help our brand quickly penetrate the emerging
markets in its early stages by leveraging their established local channel resources. For the years
ended December 31, 2023 and 2024 and 2025, our total sales to offline distributors amounted to
RMB3,077.0 million, RMB4,261.4 million and RMB5,731.7 million, respectively, accounting for
17.6%, 17.2% and 18.8%, respectively, of our revenue for the corresponding periods. We engage
distributors who assume responsibilities of sales and customer development within their authorized
regions and product categories. Our relationship with our distributors is a buyer and seller
relationship. They are our customers and they do not act on our behalf when dealing with their own
customers. During the Track Record Period and up to the Latest Practicable Date, we maintain a
network of distributors and do not rely on any single distributor. We engage both exclusive and
non-exclusive distributors for the distribution of our products.
For all distributors, we maintain clear management criteria, starting with a thorough
evaluation during the selection process. Our distributor selection criteria include compliance,
financial strength, service capabilities and strong market development capabilities. Throughout the
partnership, we regularly assess each distributor’s performance against defined quality standards to
ensure ongoing compliance and performance. This systematic approach helps us build reliable,
long-term relationships and uphold the high standards of our brand in every market. With our
distributors, we enter into distribution agreements which set clear restrictions regarding the regions
in which sales are permitted. We do not engage in real-time monitor of inventory levels of our
distributors. However, we from time to time ask distributors to report their inventory levels. Some
of our distributors may use sub-distributors. They typically further enter into agreements with the
sub-distributors, and we generally do not enter into agreements or directly establish relationships
with the sub-distributors. Generally, we are not in a position to ascertain the exact number of
sub-distributors and we do not have contractual relationships with or control over sub-distributors
engaged by our distributors, who hold primary supervisory responsibilities over their respective
sub-distributors. See “Risk Factors — Risks Related to Our Business and Industry — We may not
be able to effectively manage and develop our distribution network, or efficiently sustain our
business relationships with our distributors, which could adversely affect our brand, business,
results of operations, and future financial performance.”
BUSINESS
– 152 –


--- page 162 ---
The following table sets forth the total number and movement of our distributors during the
Track Record Period.
Y ears Ended December 31,
2023 2024 2025
Distributors
Beginning of the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100489 440 591
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100206 328 268
Terminations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100255 177 247
Number of distributors at the end of
the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100440 591 612
In 2023, 2024 and 2025 we entered into business collaborations with 206, 328 and 268 new
distributors, respectively, and terminated relationships with 255, 177 and 247 distributors,
respectively. According to Frost & Sullivan, it is customary for companies in the smart devices
sector to engage distributors, and their distributor networks often undergo changes to address the
ever-shifting needs of consumers. From time to time, we have terminated relationships with certain
regional distributors due to strategic adjustment of sales channels in certain regions and when the
sales volumes of certain distributors were considered insufficient. During the Track Record Period
and up to the Latest Practicable Date, to our best knowledge, all of our distributors were
independent third parties, and there was no employment, financing or family relationship between
our distributors and us.
We enter into distribution agreements with our distributors. The summary of the salient terms
of our distribution agreements is set forth as below.
Duration: Either one year or three years.
Pricing: The recommended retail price is typically determined based on the costs and market
competitiveness.
Acceptance and delivery: If products are shipped from Chinese mainland to overseas
destinations, they are typically delivered on an FOB basis. For shipments from other overseas
origins to overseas destinations, the usual terms are DDP or DDU. Distributors are responsible for
inspecting the goods prior to final acceptance.
Payment and credit terms: Some of our distribution agreements allow for partial deposits
combined with credit periods, which typically range from 30, 45, to 60 days.
Product return: We adhere to our product return policies and generally do not allow
distributors to return products other than due to product quality issues, which is in line with
customary industry practice. We do not accept inventory buybacks from distributors in situations
where they are unable to meet their sales obligations.
Intellectual property: We retain the patents, trademarks, copyrights or other intellectual
property in relation to our products. The distributor shall not use our intellectual property without
prior authorization. The distributor is permitted to use our trademarks and copyrights solely for the
purposes of conducting normal business operations. Upon termination of the distribution agreement,
a limited grace period will be granted to allow for the clearance of remaining inventory. Use of the
trademarks is strictly limited to the sale and promotion of our products.
Y early minimum commitment: We generally require our distributors to meet minimum annual
purchase targets. If a distributor fails to meet the relevant targets, we are entitled to request the
distributor to submit proposals, advice and suggestions to improve its sales performance. We also
reserve the right to terminate the distribution agreement.
BUSINESS
– 153 –


--- page 163 ---
Designated distribution area: We require our distributors to distribute our products within
their authorized regions.
Termination: Both parties are typically entitled to terminate the distribution agreements by
giving advance written notice.
During the Track Record Period and up to the Latest Practicable Date, we had not received
any material product returns or indemnification claims from our distributors. We have not
experienced any material breaches of any of the distribution agreements and we did not have any
material dispute or claim with any of our distributors.
Prevention of Cannibalization
We have implemented a multifaceted approach to minimize the risk of sales cannibalization
among our distributors. We strategically select and engage qualified distributors with
complementary sales channels. In addition, we regularly collect detailed information on their sales
of our products, closely monitor their sales to end customers, and maintain a periodic reconciliation
mechanism to ensure the accuracy of accounts. Based on end-consumer activations of connected
devices, we also proactively verify whether distributors sell our products within their designated
distribution regions. Upon detecting any abnormalities, including cross-regional or cross-channel
sales, we immediately communicate with the relevant distributors regarding corrective actions and
may require them to suspend all sales and shipments under severe circumstances. If distributors
continue to sell products outside their authorized scope under such circumstances, we will
disqualify them from our incentive programs which award distributors who achieved specified sales
targets with one-time incentive fee or bonus based on sales volume and reserve the right to
terminate our distribution agreements with them.
Prevention of Channel Stuffing
We have adopted various measures to avoid channel stuffing. We regularly sample for
different products and review information including sales and/or inventory data from our
distributors, and may request further information if we identify any irregularities. We also consider
purchase volumes, historical data, regulatory changes, and other market factors to monitor our
product sales. Further, we actively adjust our sales strategy and geographic or product coverage of
each distributor based on market demand and each distributor’s capacity. We believe that such
arrangement fosters a disciplined distribution practice that aligns inventory levels with actual
demand. During the Track Record Period and up to the Latest Practicable Date, we did not notice
any unusually large procurements that were inconsistent with distributors’ past practices.
SUPPLY CHAIN MANAGEMENT
Our suppliers during the Track Record Period included manufacturing partners, warehousing
and logistics solution providers as well as suppliers for raw materials. During the Track Record
Period, a majority of our suppliers were located in Chinese mainland. We are focusing on the
research, design, and development of our products while outsourcing manufacturing to specialized
partners. For each year during the Track Record Period, our top 20 manufacturing partners are
responsible for approximately 80% of the manufacturing and assembly tasks and they are primarily
located in the PRC and Southeast Asia (such as Vietnam and Thailand). None of the manufacturing
partners among our top 20 in the respective year during the Track Record Period had terminated its
business relationship with us. These partners mainly operate as OEMs for assembling our products.
This fabless model enables us to concentrate our resources on innovation, quality control, and user
experiences while maintain flexibility, scale efficiently, and bring innovative products to market
faster and more cost-effectively.
During the product development and design phase, we organize our R&D teams to develop
products, create design proposals, and produce technical drawings based on market demand.
Meanwhile, we initiate the evaluation and selection of suppliers. Once a specific product project is
BUSINESS
– 154 –


--- page 164 ---
confirmed, we enter into product procurement agreements and purchase orders with selected
suppliers. These suppliers then source raw materials in accordance with our product designs and
production requirements, or under certain circumstances use raw materials provided by us,
manufacturing products according to the process specifications we provide. Upon completion, all
products undergo rigorous inspection by our quality control department before being approved for
delivery.
Our procurement department is structured into two specialized teams: supplier development
and supply chain assurance. The supplier development team is responsible for supplier selection and
procurement, while the supply chain assurance team oversees product delivery. As part of our
supply chain development efforts, we conduct market research for each product category, evaluating
the quality and pricing of various products and raw materials, as well as assessing each supplier’s
delivery capabilities. We map out supply chain resources, establish supplier management records,
and carry out supplier screening, business negotiations, and the maintenance of an approved
supplier list. The specific supplier selection process is illustrated in the following diagram. For
procurement and delivery operations, our dedicated supply chain assurance team manages the
issuance and approval of purchase orders, as well as product receipt and warehousing, ensuring each
step is carefully monitored and efficiently executed. We mainly procure battery cells and ICs and
subsequently provide them to third-party manufacturing partners for assembly and production as
part of our ordinary business operations. During the Track Record Period and up to the Latest
Practicable Date, we did not experience any significant difficulties in procuring such raw materials.
The following graphic illustrates our procurement process.
1
Identify New
Requirements
Confirm Purchase
Orders After Bidding/Price
Comparison/Negotiation to Begin
Procurement
Certification Filing
Results
Announcement
Qualified
Qualified
Decision
If No On-site
Factory Inspection
or Testing is Required
Y
N
Decision
Decision
Unqualified
Unqualified
Qualification and
Certification Strategy
Assessment
Comprehensive Evaluation
& Screening
Qualified Supplier List Procurement Committee
11
Final Business
Negotiation
9
Sample Test
2 Form Cross-Functional
Supplier Certification
Team
10
Certification Result Review
3
Whether In Existing
Qualified Supplier List
4
Source External
Suppliers
5
Develop Preliminary
Supplier List
6
Finalize Supplier
Short List
7
Sign Procurement
Framework Agreement
8
On-site Factory Inspection
BUSINESS
– 155 –


--- page 165 ---
The summary of the salient terms of our agreement with our manufacturing partners is set
forth as below.
During: The term shall be for an initial period of two years, automatically renewing for
successive one-year periods unless either party provides written notice of non-renewal at least 30
days prior to expiration.
Responsibilities: All materials used by the manufacturer in the production of products
procured by us shall conform to the product requirements and remain consistent with the approved
samples.
Payment and credit terms: 60 days payment terms from the end of the month of delivery and
inspection.
Warranty: Our manufacturing partners typically provide a warranty period of 18 months.
Product return: Defective products are generally not required to be returned, and we provide
our manufacturing partners with periodic lists of such products.
Packaging: Manufacturer shall package the products in accordance with good industry
practice and our packaging requirements
Certificates: Manufacturer shall provide certificates as required by us when delivering
products.
Inspection: We reserve the right to inspect and accept products supplied by the manufacturer.
For products that fail to meet our inspection standards, we are entitled to reject such products and,
at our discretion, require replacement or return.
Intellectual property: All intellectual property rights in (i) the designs provided by us to the
manufacturer, (ii) the designs developed by the manufacturer for the performance of agreements,
and (iii) any new designs developed by the manufacturer based on or incorporating such designs,
shall vest exclusively in the Company.
Termination: We can terminate if manufacturers’ products lack competitiveness in quality,
performance, or price despite a 30-day improvement period, while either party can terminate
immediately for events such as bankruptcy, cessation of operations, regulatory penalties,
repudiation of the contract, or if manufacturer cannot meet supply requirements.
Top Five Suppliers
In each of 2023, 2024 and 2025, the aggregate purchase amounts from our five largest
suppliers in each year during the Track Record Period were RMB3,638.9 million, RMB4,851.0
million and RMB5,920.4 million, representing 33.7%, 33.8% and 34.0% of our total purchase
amount, respectively. The purchase amounts from our largest supplier in the same years were
RMB1,073.8 million, RMB1,274.2 million and RMB1,553.6 million, representing 9.9%, 8.9% and
8.9% of our total purchase amount, respectively.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material fluctuation in prices set by our suppliers, material breach of contract on the part of our
suppliers, or any material raw materials price fluctuations or shortages. 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 suppliers in each year during the Track Record Period.
BUSINESS
– 156 –


--- page 166 ---
Y ear ended December 31, 2023
Rank Supplier Examples of Type of Purchase Supplier Background
Credit
Terms
Y ear of
Commencing
Business
Relationship
Purchase
Amount
% of Total
Purchase
Amount
(RMB’000) %
1 /H1100/H1100/H1100Supplier A Sweeping robots, vacuum cleaners,
general cleaning accessories
products, wired chargers,
charging cables, battery plugs,
power banks, etc.
An electronics company
specializing in
electronic
components,
headquartered in
Hunan Province,
PRC.
60 days 2015 1,073,772 9.9%
2 /H1100/H1100/H1100Supplier B Camera, video doorbell, security
accessories, smart door locks, etc.
An A-Share listed
technology company
focused on data
solutions,
headquartered in
Hunan Province,
PRC.
60 days 2019 977,320 9.0%
3 /H1100/H1100/H1100Supplier D Data cable expansion dock card
readers, wired chargers, charging
cables, row plugs, conversion
connectors, etc.
An electronics company
headquartered in
Guangdong Province,
PRC, engaged in the
manufacturing of
electronic
components.
60 days 2014 608,315 5.6%
4 /H1100/H1100/H1100Supplier F Headphones, etc. A manufacturer that
focuses on developing
and manufacturing
Bluetooth headphones
and speakers for high-
quality audio
experiences,
headquartered in
Guangdong Province,
PRC.
60 days 2017 508,532 4.7%
5 /H1100/H1100/H1100Supplier C Power banks, wired chargers,
charging cables, battery plugs,
etc.
A power supply
manufacturer
headquartered in
Guangdong Province,
PRC, specializing in
the development and
production of power
supply equipment.
60 days 2010 470,918 4.4%
BUSINESS
– 157 –


--- page 167 ---
Y ear ended December 31, 2024
Rank Supplier Examples of Type of Purchase Supplier Background
Credit
Terms
Y ear of
Commencing
Business
Relationship
Purchase
Amount
% of Total
Purchase
Amount
(RMB’000) %
1 /H1100/H1100/H1100Supplier A Sweeping robots, vacuum cleaners,
general cleaning accessories
products, wired chargers,
charging cables, balcony
photovoltaics, battery plugs,
power banks, etc.
An electronics company
specializing in
electronic
components,
headquartered in
Hunan Province,
PRC.
60 days 2015 1,274,231 8.9%
2 /H1100/H1100/H1100Supplier G Wired chargers, charging cables,
cameras, video doorbells, security
accessories, sweeping robots,
smart door locks, expansion dock
card readers, 3D printers,
household energy storage
products, etc.
A battery technology
company specializing
in the R&D,
production, and sales
of lithium batteries
and related energy
storage products,
headquartered in
Guangdong Province,
PRC, listed on the
Shenzhen Stock
Exchange.
60 days 2016 1,011,410 7.0%
3 /H1100/H1100/H1100Supplier H Balcony photovoltaic, household
energy storage products,
sweeping robots, general cleaning
accessories products, etc.
A manufacturer that
develops lithium-ion
batteries and battery
packs for
smartphones, laptops,
and electric vehicles,
headquartered in
Guangdong Province,
PRC.
60 days 2022 921,681 6.4%
4 /H1100/H1100/H1100Supplier E Household energy storage products An industrial
development company
based in Guangdong
Province, PRC,
involved in
manufacturing and
related industrial
services.
60 days 2020 879,299 6.1%
5 /H1100/H1100/H1100Supplier I Camera, video doorbell, security
accessories, intelligent speaker,
etc.
A developer of fiber-
optic communication
devices and network
equipment for
efficient
communication
solutions,
headquartered in
Guangdong Province,
PRC.
60 days 2015 764,426 5.3%
BUSINESS
– 158 –


--- page 168 ---
Y ear ended December 31, 2025
Rank Supplier
Examples of Type of
Purchase Supplier Background
Credit
Terms
Y ear of
Commencing
Business
Relationship
Purchase
Amount
%o f
Total
Purchase
Amount
(RMB’000) %
1 /H1100/H1100Supplier H Balcony photovoltaic,
household energy
storage products,
sweeping robots,
general cleaning
accessories products,
etc.
A manufacturer that
develops lithium-
ion batteries and
battery packs for
smartphones,
laptops, and
electric vehicles,
headquartered in
Guangdong
Province, PRC.
60 days 2022 1,553,645 8.9
2 /H1100/H1100Supplier A Sweeping robots, vacuum
cleaners, general
cleaning accessories
products, wired
chargers, charging
cables, balcony
photovoltaics, battery
plugs, power banks,
etc.
An electronics
company
specializing in
electronic
components,
headquartered in
Hunan Province,
PRC.
60 days 2015 1,389,576 8.0
3 /H1100/H1100Supplier G Wired chargers, charging
cables, cameras, video
doorbells, security
accessories, sweeping
robots, smart door
locks, expansion dock
card readers, 3D
printers, household
energy storage
products, etc.
A battery technology
company
specializing in the
R&D, production,
and sales of lithium
batteries and
related energy
storage products,
headquartered in
Guangdong
Province, PRC,
listed on the
Shenzhen Stock
Exchange.
60 days 2016 1,090,879 6.3
4 /H1100/H1100Supplier I Camera, video doorbell,
security accessories,
intelligent speaker, etc.
A developer of
fiberoptic
communication
devices and
network equipment
for efficient
communication
solutions,
headquartered in
Guangdong
Province, PRC.
60 days 2015 1,027,740 5.9
BUSINESS
– 159 –


--- page 169 ---
Rank Supplier
Examples of Type of
Purchase Supplier Background
Credit
Terms
Y ear of
Commencing
Business
Relationship
Purchase
Amount
%o f
Total
Purchase
Amount
(RMB’000) %
5 /H1100/H1100Supplier D Data cable expansion
dock card readers,
wired chargers,
charging cables, row
plugs, conversion
connectors, etc.
An electronics
company
headquartered in
Guangdong
Province, PRC,
engaged in the
manufacturing of
electronic
components.
60 days 2014 858,562 4.9
Terms with our General Suppliers
During the Track Record Period, we contrived our product design specifications and had a
third-party manufacturer produce them. These products were tailored to our specifications and we
conducted quality inspection before selling them under our brands. The summary of the salient
terms of these purchase agreements is set forth as below.
Duration and renewal term: Typically one year, with automatic renewal and either party may
terminate the agreement by providing advance notice within a specified time frame to the other
party.
Payment: Typically monthly settlement.
Delivery and logistics: Our third-party manufacturers are typically responsible for the
delivery of products to our specified locations.
Inspection and returns: Product inspection shall be carried out within the specified period
upon delivery. If products supplied by third-party manufacturers exhibit batch quality defects, we
shall have the right to terminate the relevant orders and return the affected products to third-party
manufacturers. Third-party manufacturers shall refund all payments received for such defective
products and bear the costs of return shipping.
Risk transfer: The risk transfers to us upon our acceptance after inspection of the products
received.
Confidentiality: We typically include confidentiality provisions in our agreements, with
confidentiality obligations potentially extending beyond agreement expiration. In addition, to
protect our intellectual property, technical know-how and trade secrets, we also enter into NDAs
with some of our suppliers and we have established an IP infringement monitoring system led by
our business and engineer teams.
Inventory Management
Our inventory primarily consists of finished goods in the ordinary course of business and
materials or supplies to be consumed in the production process or in the rendering of services. We
believe that we have effectively managed our supply chain. During the Track Record Period and up
to the Latest Practicable Date, we did not encounter any material supply chain issues.
To maintain our competitive edge and ensure our products consistently meet evolving market
demands, we have implemented comprehensive measures to optimize inventory levels. These
initiatives are designed to minimize inventory backlogs and enhance the efficiency of our inventory
management processes. We have also established internal procedures for purchase order submission
and approval, which streamline logistics and standardize procurement.
BUSINESS
– 160 –


--- page 170 ---
We believe that our operation is not dependent on any particular supplier. During the Track
Record Period and up to the Latest Practicable Date, we maintained multiple suppliers to avoid
overreliance on any of suppliers and we believe there is no significant difficulty to find suitable
substitutes for our suppliers.
OUR SALES CHANNELS
We follow an “online + offline” omni-channel diversification strategy, establishing a
multi-channel sales system to offer our smart devices products to customers worldwide.
For online channels, we leverage third-party e-commerce platforms and our own official
websites. We have collaborated with multiple third-party e-commerce platforms such as Amazon,
Rakuten, JD.com and Shopee. We do not enter into consignment arrangements with e-commerce
platforms. The majority of our stores on third-party e-commerce platforms are self-operated,
enabling us to gain direct access to end consumers. We also continue to invest in our official
websites given the growing complexity of our product matrix.
For offline channels, we have developed partnerships with global and regional retailers,
independent electronics stores, and specialized distributors as well as managing our own stores.
Sales to the offline distributors contributed most of the offline total sales. Among the remaining
revenue from the offline channel, the majority was contributed by retailers supplemented by
insignificant sales contribution from our self-owned offline retail stores. As of December 31, 2025,
we have 49 self-owned offline retail stores, with 48 located in Japan and one located in Australia.
Japan was one of our most established markets, with a strong consumer base. In addition, Japan’s
developed retail infrastructure and consumers’ preference for experiencing and purchasing
electronics through offline stores make prime locations in key cities and commercial districts
particularly effective in driving foot traffic and brand visibility. We have established dedicated sales
and channel management teams for different sales channels to address varying consumer needs in
different regions. Our products are now available in major retail chains such as Walmart, Best Buy,
Target, and Costco in North America, Y odobashi Camera in Japan, as well as Argos and OBI in
Europe. The table below set forth the breakdown of our revenue by sales channel for the years
indicated.
Y ear ended 31 December
Sales Channel Platform 2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Online /H1100/H1100/H1100/H1100Third-party e-commerce platform
Amazon 9,996,252 57.1 13,417,717 54.3 15,955,446 52.3
Others 1,067,108 6.1 1,678,844 6.8 2,336,918 7.7
Self-operated official website 1,243,538 7.1 2,503,695 10.1 3,134,843 10.3
Online total sale 12,306,898 70.3 17,600,256 71.2 21,427,207 70.2
Offline /H1100/H1100/H1100/H1100Offline distributors 3,077,004 17.6 4,261,387 17.2 5,731,702 18.8
Retailers and others
* 2,123,301 12.1 2,848,437 11.5 3,355,494 11.0
Offline total sale 5,200,305 29.7 7,109,824 28.8 9,087,196 29.8
Total Sale 17,507,203 100.0 24,710,080 100.0 30,514,403 100.0
* Others included independent electronics stores and self-owned offline retail stores. As of December 31, 2025, we had
49 self-owned offline retail stores, with 48 located in Japan and one located in Australia. During the Track Record
Period, revenue generated from our self-owned offline retail stores accounted for less than 1% of our total revenue. We
strategically operate self-owned offline retail stores to strengthen brand visibility and customer engagement. During the
Track Record Period, the average annual revenue per self-owned offline retail store amounted to approximately RMB3.0
million, RMB3.5 million, and RMB3.7 million for the years ended 31 December 2023, 2024 and 2025, respectively.
BUSINESS
– 161 –


--- page 171 ---
The following table sets forth a breakdown of our gross profit and gross profit margin by
online and offline sales channels for the years indicated.
For the year ended December 31,
2023 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
%%%
(RMB in thousands, except for percentages)
Online /H1100/H1100/H1100/H1100/H1100/H1100/H11005,607,445 45.6% 8,163,319 46.4% 10,408,756 48.6%
Offline /H1100/H1100/H1100/H1100/H1100/H11001,872,930 36.0% 2,481,468 34.9% 2,977,675 32.8%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 42.7% 10,644,787 43.1% 13,386,431 43.9%
During the Track Record Period, our gross profit margins for online and offline sales remained
relatively stable. Gross profit margins of our offline sales channels were relatively lower, primarily
due to higher expenses associated with expanding distribution network. In addition, we continued
to invest in the expansion of our offline sales channels during the Track Record Period, including
the expansion of our sales network into locations such as high-speed railway stations and airports.
The summary of the salient terms of our agreements with retailers and third-party e-commerce
platform proprietary online stores is set forth as below.
Duration: Subject to retailer’s specific requirement, our agreements are typically renewed on
an annual basis.
Pricing: The agreement typically stipulates a payment schedule, including deposit, pre-
shipment payment percentage, and specified monthly settlements (if any).
Delivery: Risk transfers to retailer upon delivery at location.
Product Return: The retailer shall provide advance notice in accordance with the agreement,
and products may only be returned with our consent.
Termination: Both parties are typically entitled to terminate the agreements by giving advance
written notice.
QUALITY CONTROL
We have established a comprehensive set of quality control and assurance procedures to
monitor our operations to ensure compliance with the regulatory requirements and quality
requirements during the entire development, manufacturing, delivery and services processes.
During the product R&D stage, we conduct comprehensive evaluations of product structure and
functionality, rigorously testing prototypes to prevent design flaws from the outset. In the
outsourced manufacturing process, we implement strict supervision, control, and inspection
measures to ensure the products meet the product specifications and applicable laws and
regulations. Our in-house testing capabilities allow us to independently assess key attributes of
power storage products, including quality reliability and operational stability. We perform essential
tests such as temperature resistance and material aging, and have built extensive technical expertise
and experience in product testing. Throughout sales operations and after-sales service, we gather
and analyze customer feedback, enabling us to continuously enhance quality control in our R&D,
outsourced production, and testing processes.
We have established a Quality Management Center dedicated to overseeing quality
performance across all product lines and advancing our management systems. Certified to ISO
9001:2015 and ISO 14001:2015 standards, we are committed to continuously optimizing our
management processes. In strict compliance with EU directives, including LVD 2014/35/EU, RoHS
BUSINESS
– 162 –


--- page 172 ---
2011/65/EU, and EMC 2014/30/EU, we implement comprehensive lifecycle product controls. Our
strong defect traceability system, closed-loop customer feedback mechanism, and ongoing PDCA
(Plan-Do-Check-Act) quality improvement cycle work together to consistently enhance product
reliability.
Effective August 15, 2025, the “Compulsory Product Certification Implementation Rules for
Power Banks, Lithium-Ion Batteries, and Battery Packs (Trial)” officially come into force. We
proactively respond to such policies and continue to prioritize user safety with focuses on four key
areas: battery cell safety design, battery management system (BMS) reliability, certification
compliance, and rigorous testing and validation. We have established a comprehensive, full-
lifecycle quality management system encompassing R&D design, incoming material control,
production processes, quality inspection, and market feedback.
Simultaneously, we are upgrading our end-to-end quality standards and controls, introducing
a precise quality measurement system, and maintaining a policy of zero tolerance for quality risks.
By enforcing strict risk control at the source, we ensure every product meets regulatory
requirements, fully safeguard user safety, and continuously strengthen our brand influence globally.
We have established a comprehensive product recall process, which primarily includes the
following steps: promptly identifying and assessing potential product issues; communicating with
affected customers and relevant stakeholders; coordinating the safe return or replacement of
recalled products; and providing clear instructions and support throughout the recall process. Our
commitment to rigorous quality control and customer care guides every aspect of our recall
procedure, reflecting our dedication to consumer safety and trust. The product recall process
emphasizes rapid response, accurate tracking, and proper handling to ensure efficiency and
effectiveness.
During the Track Record Period, we conducted several voluntary product recalls which we
believe did not have a material adverse impact on our operations or financial performance. In June
and October 2025, we initiated voluntary product recalls upon issues were identified with the
battery cell models used in certain production batches. The issue was identified after we observed
a limited number of cases of thermal runaway, where heat generation within a battery exceeds heat
dissipation, involving certain product models and, using samples returned from the market across
different production periods and batches, we conducted long-cycle performance testing and reverse
validation across multiple batches. We initiated the voluntary recall in June 2025, affecting less than
2.9 million units and models including power banks A1257, A1680, A1681, A1689, A1642, A1647,
A1652 and A1263, and in response removed all affected products from our official sales platforms,
terminated cooperation with the relevant battery cell supplier, and implemented recall handling
arrangements. We also activated our established product recall procedures, including promptly
identifying and assessing potential product issues, communicating with affected customers and
relevant stakeholders, coordinating the safe return, replacement or disposal of recalled products,
and providing clear instructions and customer support throughout the recall process. The underlying
issues have been fully rectified, and to prevent recurrence we have strengthened upstream control
of battery cell design safety, enhanced testing of battery cell materials used in products, and
reinforced full-process monitoring of battery cell manufacturing, while continuing to prioritize user
safety through battery cell safety design, battery management system reliability, certification
compliance, and rigorous testing and validation. We expect the aggregated loss associated with the
voluntary product recalls will not exceed 1% of our total revenue of 2025. According to Frost &
Sullivan, product recalls are not uncommon in the smart devices industry. We elected to proceed
with the voluntary recall out of an abundance of caution and in coordination with regulatory
authorities in relevant jurisdictions. Affected customers are advised to verify model and serial
numbers through our online recall portal, discontinue use of confirmed units, and follow our
guidance for safe disposal or return to us. Eligible customers will typically receive a full refund,
an upgraded replacement, or a voucher of equal or greater value once the product is verified as
affected. We have not received material complaints arising from the voluntary recalls during the
Track Record Period and up to the Latest Practicable Date. We have also made relevant accounting
treatments related to the product recall in accordance with applicable accounting standards. These
BUSINESS
– 163 –


--- page 173 ---
recall efforts demonstrated our commitment to product safety, regulatory compliance, and
responsible product lifecycle management. In 2025, we became the first company to have
successfully completed all tests required by the new national standard for battery cells and have
obtained certification for multiple models of power banks under this standard.
In February 2026, the battery cell used in our power bank products and assembled power
banks units successfully passed rigorous safety testing and we became the first power bank brand
to have both battery cells and assembled products complete testing aligned with China’s
forthcoming mandatory national standard for power bank safety, according to Frost & Sullivan. The
testing covered a range of extreme conditions, and all tested items met the applicable safety
requirements. We are also a major contributor to the development of China’s latest national safety
standards for power banks, and we rank at the forefront among all power bank brands involved.
We are also a drafting participant in the formulation of the new national standard, reflecting
our long-standing focus on product safety in advancing safety requirements and technical standards.
For our efforts in providing quality products and services to customers, as well as our
complaint management process, see “— Environmental, Social and Governance — Product Quality
and Safety.” For risks related to our product recall, see “Risk Factors — Risks Related to Our
Business and Industry — Our products may experience quality problems that can result in harm to
our reputation. Significant return or exchange, product-related liability and product recall costs
could also adversely affect our business and financial performance.”
LOGISTICS AND W AREHOUSING
We have established a warehousing network across key markets in North America, Europe,
Asia and Middle East. We continuously optimize our global warehouse structure in line with our
business expansion, adjusting capacity and reallocating resources as needed. In countries where
self-operated warehouses are not yet established, we utilize third-party logistics providers for
interim storage and distribution.
Logistics
We primarily determine our delivery arrangements based on customers’ needs, the nature of
the products and the sales channels used, taking into consideration factors such as the total costs,
the delivery capacity, the delivery speed and the geographic reach of each category of delivery
arrangement.
The key terms of the framework agreements with third-party logistics solutions providers are
outlined as follows:
Duration and renewal term: Typically one year, with automatic renewal and either party may
terminate the agreement by providing advance notice within a specified time frame to the other
party.
Pricing policy: We furnish third-party logistics service providers with the weight and
dimensions of the parcel, based on which they calculate the relevant service costs according to a
pre-agreed pricing mechanism.
Warranty: Liability for loss, damage, or delay depends on whether international conventions
apply. For international shipments governed by the Warsaw or Montreal Convention (air) or the
CMR Convention (road), where such conventions govern a shipment, they generally impose
weight-based limits on compensation. For shipments not covered by these rules, compensation is
only provided in the event that the merchandise is lost or damaged due to negligence of the
third-party logistics service providers, they remain liable to us and shall indemnify us the cost of
goods according to a pre-agreed price list.
BUSINESS
– 164 –


--- page 174 ---
Credit terms: Third-party logistics service providers generally settle outstanding balances
with us on a monthly basis or depend on specific accounts.
Warehousing
We have warehouses overseas which were either operated by us or in cooperation with
third-party warehouses (the “ cooperating warehouses ”). As of December 31, 2025, we had over 44
cooperating warehouses (excluding Amazon’s warehouses) and five self-operated warehouses.
Regardless of location, ownership, or specialization, all warehouses adhere to the same rigorous
management framework, ensuring consistent quality, operational efficiency, and seamless
coordination across our global supply chain. For our self-operated warehouses, we lease the
warehouses and the accessory offices, pay monthly rent and operate the warehouses. We typically
purchase property insurance and employer liability insurance for our self-operated warehouses.
The key terms of the cooperation agreements for our cooperating warehouses are outlined as
follows:
Duration: Typically six months, with automatic renewal for additional periods up to one year.
Principal rights and obligations: Generally, cooperating warehouses are accountable for
warehousing services, including sorting, warehousing, storage and dispatch of goods as per our
instructions, among others. We are generally responsible for product packaging and payment and
coordination with these cooperating warehouses, among others.
Payment: Typically monthly settlement.
Quality: Cooperating warehouses are required to ensure proficient warehouse management
and comply with our specified warehouse management requirements and assessment criteria.
Termination: We may usually terminate the agreements unilaterally with 90 days’ prior notice,
based on business circumstances.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any material disruption in the delivery of our products or suffer any material loss as a result of any
delay in delivery or mishandling of goods. We did not encounter any material shortages or
obsolescence of inventory during the Track Record Period and up to the Latest Practicable Date.
TRANSFER PRICING ARRANGEMENTS
Our Company and our subsidiaries conduct intercompany transactions in accordance with our
transfer pricing policy. We follow the fundamental principle that intercompany transactions must be
conducted on an arm’s length basis.
During the Track Record Period, there were certain intercompany transactions among our
Company and our subsidiaries to facilitate the respective function of our subsidiaries during the
course of business of our Group. Our intercompany transactions mainly include intercompany
tangible goods buy-sell transactions and intercompany services transactions. During the Track
Record Period, the amount for intercompany transactions was RMB22,921 million, RMB32,232
million and RMB38,629 million respectively.
During the Track Record Period, core entities including Anker Innovations Technology Co.,
Ltd. (“ Anker Innovations ”) and Shenzhen Oceanwing Smart Innovation Co., Ltd. undertook
strategic management and planning, product research and development (“ R&D”), supply chain
management, quality control and management, marketing and branding functions, sales channel
development and management and/ or continuous improvement of user experience and provided
business operation services to the Group’s procurement platform and sales and distribution entities.
In addition, core entities sold products to third party customers in Chinese mainland market.
BUSINESS
– 165 –


--- page 175 ---
The Group’s procurement platforms, primarily including Hunan Anker Electronic Technology
Co., Ltd. (“Anker Electronic”) and Anker Technology (SG) Pte., Ltd. (“Anker SG”) executed the
instructions from core entities by placing purchase orders to third party vendors and supplied the
Group’s sales and distribution entities and core entities.
The Group’s sales and distribution entities, primarily including Anker Innovations Limited
(“Anker HK”), Anker Japan Co., Ltd. (“Anker JP”) and Anker Technology (UK) Ltd. (“Anker UK”)
conducted routine sales and distribution activities by following the Group’s sales strategy and
relevant protocols formulated by core entities.
The following charts demonstrate our intercompany transactions.
Core entities
Third Party Vendors The Group’s procurement
platform
The Group’s sales and
distribution entities
Third Party Customers
Invoicing flow of intercompany buy-
sell transactionsCash flow
Invoicing flow of intercompany
services transactions
During the Track Record Period and up to the Latest Practicable Date, we were not subject to
any penalties, investigations, inquiries or transfer pricing audits carried out by local tax authorities
in relation to these intercompany transactions. Our Directors are of the view that the above-
mentioned intercompany transactions were in line with the arm’s length principle and we were in
compliance with the relevant transfer pricing laws and regulations during the Track Record Period
and up to the Latest Practicable Date.
We have engaged a transfer pricing adviser to review our intra-group transactions. The
independent transfer pricing adviser applied the Transfer Pricing Guidelines for Multinational
Enterprises and Tax Administrations issued by the Organisation for Economic Co-operation and
Development (“ OECD Guidelines ”) when conducting transfer pricing review. The OECD
Guidelines are widely accepted and recognized on an international basis, which are commonly and
practically followed and applied by corresponding tax authorities. The analyses and findings of the
independent transfer pricing adviser were summarized as follows:
Based on OECD Guidelines, Transactional Net Margin Method (“ TNMM ”) was selected as
the most appropriate transfer pricing method after considering the functional profiles of relevant
related parties. Given that the intercompany tangible goods buy-sell transactions of the Group’s
procurement platforms and sales and distribution entities and their respective intercompany services
transactions with core entities were closely linked and intertwined, the aggregated approach was
adopted when applying the TNMM based on OECD Guidelines, i.e., comparing the weighted
average profit level indicator results of each of the Group’s procurement platforms and sales and
distribution entities during the Track Record Period with the relevant interquartile arm’s length
ranges formed by the respective benchmarking analyses.
During the Track Record Period, the weighted average profit level indicator results achieved
by all the above-mentioned Group’s procurement platforms and sales and distribution entities did
not fall below the interquartile arm’s length ranges formed by the respective benchmarking analyses
and the residual profits along the Group’s supply chain were attributed to the core entities,
BUSINESS
– 166 –


--- page 176 ---
reflecting their non-routine value contributions. In view of the above, the independent transfer
pricing adviser concluded that the Group’s overall intercompany transactions were aligned with
arm’s length principle and there were no significant transfer pricing risks during the Track Record
Period.
Our Directors confirm that in ensuring ongoing compliance with the applicable transfer
pricing laws and regulations, we adhere to the arm’s length principle when entering into
intercompany transactions, taking into account factors such as costs, market prices, and the
functions of each entity, and adopt reasonable pricing methods accordingly. On a regular basis, we
monitor the financial and profit status of each entity to manage the implementation of transfer
pricing policies, and maintain compliance documentation.
THIRD-PARTY PAYMENT ARRANGEMENTS
Background
During the Track Record Period and up to the Latest Practicable Date, we accepted payments
made by third parties to settle the amounts that certain customers owed to us in connection with
their purchases of our products. In 2023 and 2024 and 2025, the aggregate amount settled through
such Third-Party Payment Arrangements was RMB128.8 million, RMB199.1 million and
RMB144.4 million, respectively, representing 0.7%, 0.8% and 0.5% of our total revenue for the
same year, respectively. The number of distributors and end customers who settled payments
through third-party channels, referred to as “Third-Party Settled Customers,” was 13 in 2023, 18 in
2024 and 20 in 2025. No individual Third-Party Settled Customer made a material contribution to
our revenue through third-party payments during the Track Record Period.
Based on the representations of the Third-Party Settled Customers and to the best knowledge
of our Directors, the Third-Party Settled Customers utilized Third-Party Payment Arrangements
primarily because they often rely on third parties to facilitate cross-border transactions, offering
greater payment convenience and faster processing times. As a result, we have to accept the
Third-Party Payment Arrangements. We require the Third-Party Settled Customers to sign tripartite
agreements or to provide written payment agreements undertaking letters acknowledging and
authorizing the relevant Third-Party Payment Arrangements. The third parties who made the
payments to us during the Track Record Period, referred to as “Third-Party Payers,” consisted of
the entities that had other existing business relationships with the Third-Party Settled Customers.
Our Directors have confirmed that, to the best of their knowledge, during the Track Record
Period, the Third-Party Settled Customers and Third-Party Payers involved in the Third-Party
Payment Arrangements were Independent Third Parties and did not have any past or current
relationship (including, without limitation, family, business, financing, employment or otherwise)
with us, our subsidiaries, our Shareholders, Directors, senior management, or any of their respective
associates.
During the Track Record Period, (i) other than accepting such payments, we had not
proactively initiated any Third-Party Payment Arrangements, (ii) we had not encountered any
disputes with, nor received any refund request from, any Third-Party Settled Customer or
Third-Party Payer, (iii) we had not been subject to any administrative penalties by any government
authorities with respect to the Third-Party Payment Arrangements, (iv) 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 Arrangements, and (v) we
had not provided any discount, commission, rebate or other benefits to any of the Third-Party
Settled Customers or the Third-Party Payers to facilitate or encourage the Third-Party Payment
Arrangements.
BUSINESS
– 167 –


--- page 177 ---
Mitigation Measures
To safeguard us against risks associated with Third-Party Payment Arrangements, we have
implemented comprehensive internal control measures in order to rectify Third-Party Payment
Arrangements. Our key efforts include, among others:
 We have adopted standard tripartite agreement form that defines the payment obligations
between contracting customers and designated payers and provides us with the
contractual right to seek recourse from either party in respect of such obligations.
 We have revised and implemented our Accounts Receivable Management Policy, which
now clearly defines the permissible scope of third-party payers. Our sales team is
required to inform every customer that third-party payments are not acceptable, except
where tripartite agreements or written payment agreements are entered that clearly
specify the obligations of relevant parties thereof, such as the customers and the
designated payers undertaking that they shall be jointly and severally liable to us for all
their respective obligations and responsibilities.
 We have promulgated third-party payment policy to ensure the compliance with relevant
laws and regulations on the third-party payment arrangements. We also have internal
guidelines in place regarding anti-money laundering, which require our employees to
exercise reasonable due diligence with respect to all trading parties, including their
business nature, business models and ownership and proposed transactions, to identify
potential risks of anti-money laundering.
 To prevent fraud or money laundering activities and ensure the accuracy and
completeness of our accounting books and records, we will continue to maintain our
know-your-customer procedures to gain a comprehensive understanding of our
customers and perform verification of payment details against our records to confirm
payments are made in accordance with the agreements and/or the undertaking letters. If
any abnormalities are detected, we will promptly liaise with such customers for
verification and correction. In addition, our sales team will continue to hold regular
meetings with customers to gain insights into their business operations, thereby reducing
the risk of involvement in fraudulent or money laundering activities.
We have fully implemented the above-mentioned internal control measures and have rectified
all Third-Party Payment Arrangements for which tripartite agreements or written payment
agreements had not previously been executed.
According to Frost & Sullivan, it is a common commercial practice in the industries where we
operate to utilize third-party payers for payment. As advised by our PRC Legal Adviser, our
acceptance of payments from PRC customers through the Third-Party Payment Arrangements does
not contravene any prohibitive provisions under PRC laws and regulations. As advised by the Hong
Kong legal advisers of our Company, the Third-party Payment Arrangements (including the
tripartite agreement and the written payment agreements acknowledging and authorizing the
third-party payment) are valid under the applicable laws or regulations in Hong Kong, and do not
violate any mandatory provisions of any applicable laws or regulations in Hong Kong. PRC and
Hong Kong are principal jurisdictions in which a member of our Group acts as a counterparty to
the Third-party Payment Arrangements.
Based on the implementation of the above measures, our Directors are of the view, and
nothing has come to the Joint Sponsors’ attention that would cast doubt on this view, that the above
measures are effective and adequate in preventing unauthorized Arrangements and their associated
risks (including money laundering risks, tax evasion risks and other risks relating to violation of
applicable laws and regulations), and our Directors are committed to overseeing the continued
effectiveness of these measures.
BUSINESS
– 168 –


--- page 178 ---
In view of the fact that (i) the Third-Party Payment Arrangements account for only an
insignificant proportion of our total revenue in each year of the Track Record Period, (ii) we have
obtained tripartite agreements or written payment agreements entered that clearly specify the
obligations of relevant parties during the Track Record Period, and (iii) we have implemented
enhanced internal control measures, the Directors are of the view that the Third-Party Payment
Arrangements do not have any material adverse effect on our business, operation, performance and
financial condition.
INTERNATIONAL TRADE RESTRICTIONS AND TARIFFS
U.S. Tariffs
In recent years, there have been significant changes to U.S. trade policies and tariff measures
affecting imports from the PRC and other jurisdictions, including certain countries and regions in
Southeast Asia. During the Track Record Period, products exported by us to the United States were
manufactured through our global production network, including the PRC and certain Southeast
Asian locations and were therefore subject to U.S. tariffs. For a detailed discussion of the applicable
tariffs and the related risks, see “Risk Factors — Risks Related to Our Business and Industry —
Changes in international trade policies, geopolitics and trade protection measures, export controls
and economic or trade sanctions may affect our business, financial condition and results of
operations.” and “Regulatory Overview — Laws and Regulations Related to Our Business in the
U.S.”
In 2025, the total amount of tariffs incurred by our Group in respect of exports to the United
States amounted to US$143.0 million and are accounted for as part of our cost of sales. In 2023,
the applicable tariff rate ranges fro m 0 – 28.9%; in 2024, the applicable tariff rate ranges from 0
– 28.9%; and in 2025, the applicable tariff rate ranges fro m 0 – 173.9%. As of the Latest Practicable
Date, the maximum aggregate tariff rate applied on our products is 50.0%. Our sales to U.S.
customers are primarily on a delivered-duty-paid basis, where we are responsible for the payment
of all applicable tariffs and customs duties on products exported to the United States.
As advised by the International Trade Legal Adviser, the Directors are of the view, and nothing
has come to the Joint Sponsors’ attention that would cast doubt on this view, that recent trade
tensions, in particular changes to U.S. tariff policies, have not had and is not expected to have a
material adverse impact on our Group’s operations or financial performance during the Track
Record Period and up to the Latest Practicable Date. This assessment is supported by the following
factors:
 The latest round of tariff escalation between China and the United States began in
February 2025, and on November 1, 2025, the two countries reached an agreement to
ease trade tensions, thereby avoiding the implementation of the proposed tariffs and
extending the existing trade truce for approximately one year.
 The United States Supreme Court’s decision on February 20, 2026 determined that the
President lacks authority under IEEPA to impose tariffs, thereby rendering the reciprocal
tariffs and the “fentanyl-related” tariffs imposed pursuant to IEEPA invalid.
 The Section 122 baseline global reciprocal tariff announced on February 20, 2026 will
only remain effective for a period of 150 days, after which any extension or continuation
would be subject to approval by the U.S. Congress.
 Our products are exported to the United States in bulk commercial shipments and
therefore have not benefited from duty-free treatment applicable to low-value imports.
Accordingly, changes to or the termination of such low-value import treatment for goods
imported from China had not and are not expected to have a material impact on our
business operations and financial performance during the Track Record Period and up to
the Latest Practicable Date.
BUSINESS
– 169 –


--- page 179 ---
 Notwithstanding the imposition and continuation of U.S. tariffs, we have not
experienced any material adverse impact on customer demand, product pricing
competitiveness or overall business performance in the North American market during
the Track Record Period. Through continuous product innovation, strong brand
recognition, differentiated product offerings and effective channel management, we have
maintained our market position and customer demand. Indeed, revenue generated from
North America increased steadily during the Track Record Period. In 2023, 2024, and
2025, revenue derived from North America amounted to RMB8,370.5 million,
RMB11,881.1 million, and RMB14,132.6 million, respectively, demonstrating the
continued demand for our products notwithstanding the prevailing tariff environment.
 We have also demonstrated an ability to effectively manage the impact of tariffs on our
pricing and profitability. Through a combination of product innovation, product mix
optimization, operational efficiency improvements, supply chain management initiatives
and selective pricing adjustments where appropriate, we have maintained stable pricing
competitiveness while preserving profitability. As a result, despite the existing U.S.
tariff regime, our gross profit increased from RMB7,480.4 million in 2023 to
RMB10,644.8 million in 2024 and further to RMB13,386.4 million in 2025. Our gross
profit margins also remained resilient and improved from 42.7% in 2023 to 43.1% in
2024 and 43.9% in 2025. These trends indicate that the tariff environment did not have
a material adverse impact on our ability to price our products competitively or maintain
our profitability during the Track Record Period.
We have also implemented a series of measures to mitigate the impacts from the recent trade
tensions, including the following:
 Optimization of product mix and innovation . We increased the proportion of higher
value-added products in both its U.S. and non-U.S. sales portfolios, thereby reducing the
contribution of lower-margin products to overall sales and enhancing overall
profitability. To mitigate the potential impact of tariffs, we continue to optimize our
product portfolio through upgrades to existing products and the launch of new products
with enhanced features. These initiatives are intended to strengthen our value
proposition and premium pricing.
 Supply chain optimization. We continued to advance the flexible global deployment of
our manufacturing and supply network during the Track Record Period. We have
progressively established a cross-regional, multi-site manufacturing and supply system
covering our major product lines. For example, as of December 31, 2025, major product
lines of our U.S.-bound exports were produced through diversified manufacturing and
assembly arrangements that involved substantive production activities in multiple
Southeast Asian countries, in compliance with applicable U.S. customs and trade
regulations. These initiatives have enhanced our operational resilience and local
responsiveness and enabled more flexible allocation of global production capacity.
We intend to continue optimizing our product portfolio, enhancing supply chain flexibility,
and advancing our global strategic deployment in order to proactively respond to potential future
changes in U.S. trade and tariff policies, mitigate related risks, and support the sustainable and
stable long-term growth of our sales in the North Americas markets. For risks related to tariffs, see
“Risk Factors — Risks Related to Our Business and Industry — Changes in international trade
policies, geopolitics and trade protection measures, export controls and economic or trade sanctions
may affect our business, financial condition and results of operations.”
U.S. Export Controls
In recent years, the United States has increased export controls restrictions on China through
the U.S. Export Administration Regulations (the “ EAR”), administered by the Bureau of Industry
and Security of the U.S. Department of Commerce (“ BIS”). BIS maintains several restricted party
lists, including the “ Entity List ”. The Entity List includes a large number of foreign persons,
including businesses, research institutions, government and private organizations, individuals and
other types of legal persons. A BIS license is required to export, reexport, or transfer any items
subject to the jurisdiction of the EAR to parties on the Entity List.
BUSINESS
– 170 –


--- page 180 ---
It is our policy, as reflected in our written Internal Compliance Program, to comply with all
applicable export control laws and regulations of the PRC, the European Union, the United States,
and other relevant jurisdictions. This includes a written policy of not engaging in business with any
entities or individuals on the Entity List, the BIS Military End User List, or any other applicable
restricted party lists. As part of our export control and sanctions compliance program, we conduct
screening of all new counterparties against the most recent restricted party lists and conducts
periodic screening of existing counterparties on a periodic basis to help ensure compliance. In
addition, we include specific export control compliance language in all distribution agreements, in
order to flow down export control requirements to sales made by distributors. We provide regular
training to our employees on the importance of complying with applicable export control laws and
regulations. As advised by the International Trade Legal Adviser, the Directors are of the view that
the abovementioned export control measures have not had, and are not expected to have, any
material adverse impact, whether directly or indirectly, on our operations, financial performance or
business expansion plans. This assessment is supported by the following factors:
 during the Track Record Period, the cost of raw materials procured from U.S.-based
suppliers accounted for less than 1.2% of our total cost of sales in each year;
 we do not depend on key components or raw materials that are broadly prohibited or
subject to heightened restrictions under the EAR. The items we purchased from
U.S.-based suppliers during the Track Record Period are not subject to U.S. export
controls imposed by BIS on advanced semiconductors (“ ICs”) or advanced
semiconductor manufacturing equipment (“ SME”) under the regulations issued on
October 7, 2022, as subsequently amended, including the foreign direct product rules
(“FDPRs ”) introduced by BIS. Such items did not require BIS export licenses and are
substantially different from advanced integrated circuits and other items subject to
enhanced export controls administered by BIS, including additional controls applicable
to exports to China;
 furthermore, during the Track Record Period, we did not encounter any material
difficulties in sourcing electronic components from U.S.-based suppliers; and
 we also believe that such U.S.-sourced materials and components are generally
substitutable with domestically available or alternative non-U.S. sourced products, if
required.
BUSINESS
– 171 –


--- page 181 ---
Sanctions Compliance
The United States and other countries have enacted economic sanctions and jurisdiction-based
restrictions that prohibit or restrict transactions involving customers, counterparties or end users
located in, or otherwise connected with, certain sanctioned countries, territories, or regions.
In addition, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC”)
maintains sanctions and listing authorities that may apply to Chinese enterprises, which could
restrict securities transactions, financing, or other dealings with such listed or blocked persons and,
where applicable, entities owned 50% or more by blocked persons. Sanctions and export controls
have also been imposed in response to geopolitical events. Any failure to comply with applicable
U.S. sanctions or export controls rules may lead to negative legal and business consequences,
including civil or criminal penalties, the loss of access to controlled technologies, and government
investigations.
The Group has adopted sanctions compliance policies and measures to help ensure compliance
with applicable sanctions laws and regulations. For example, it is our policy to not conduct business
in countries or regions that may involve a high risk from a sanctions compliance perspective, such
as Iran, North Korea, Syria, and Cuba (note that the U.S. sanctions on Syria were revoked on June
30, 2025.) In addition, we have adopted sanctions compliance measures to help ensure compliance
with applicable sanctions, which includes a process to confirm the country of sale and screening
customers and suppliers against applicable sanctions-related restricted party lists.
It is our policy, as reflected in our written Internal Compliance Program, to comply with all
applicable sanctions laws and regulations. This includes a written policy of not engaging in business
with any entities or individuals on OFAC’s Specially Designated Nationals List or any other
applicable sanctions lists. As part of our sanctions compliance program, we conduct screening of
all new counterparties against the most recent sanctions lists and conducts periodic screening of
existing counterparties on a periodic basis to help ensure compliance. In addition, we include
specific sanctions compliance language in all distribution agreements, in order to flow down
sanctions compliance requirements to sales made by distributors. We provide regular training to our
employees on the importance of complying with applicable sanctions laws and regulations.
Accordingly, as advised by the International Trade Legal Adviser, we believe that our
operations did not violate OFAC or other applicable sanctions regimes during the Track Record
Period and that, provided we continue to implement our internal control measures, our exposure to
sanctions-related risks will remain remote going forward.
DATA PRIV ACY AND INFORMATION TECHNOLOGY SYSTEMS
For our ordinary course of business, we collect and process personal information such as user
online profile, addresses, emails and phone numbers, with a strong commitment to safeguard data
privacy. All collected personal data is classified into two categories: sensitive personal information
and general personal information. We enforce a range of data security practices — such as backup,
encryption, authentication, and access control — and have established a dedicated governance
structure, including a Security and Privacy Management Committee, a Data Security and Privacy
Protection Department, and specialized roles such as Cybersecurity Officer, Data Security Officer,
Privacy Protection Officer and Personal Information Protection Officer. In respect of any personal
information collected or accessed for the purpose of fulfilling users’ orders, we have obtained the
relevant consents and provided an appropriate privacy notice prior to the collection and processing
of such information. We use such personal information solely for the purposes for which it was
collected and do not use or disclose it for any other purpose without obtaining the relevant prior
consent, unless otherwise permitted or required by applicable laws and regulations.
Indirectly, through third-party e-commerce platforms, we receive data such as order numbers,
order times, transaction amounts, items, and quantities. To facilitate product shipment, we receive
customer information from third-party e-commerce platforms, depending on their logistics model.
BUSINESS
– 172 –


--- page 182 ---
When using their delivery services, we obtain order numbers and consumer location details
(country, state/province, zip code). If we use third-party logistics providers, we may receive
comprehensive customer information. When engaging third-party logistics providers, we share
necessary personal information, including names, phone numbers, email addresses, and delivery
addresses, to ensure efficient warehousing, transportation, and distribution. When customer utilize
our online platforms (such as Apps and mini programs), we collect their personal information in
accordance with the privacy policies of such platforms, including mobile phone numbers, email
addresses, etc.
We have established comprehensive policies and procedures covering the entire lifecycle of
personal information — including collection, storage, use, sharing, and deletion — such as our
Information Security and Privacy Protection Management Manual, Personal Information Security
Management Specification, and Privacy Impact Assessment Management Procedure. These
standards are designed to ensure that we comply, in all material respects, with all applicable laws
and regulations regarding personal information protection.
We have also implemented cybersecurity measures to prevent computer viruses, network
attacks, and intrusions, along with ongoing management and continuous improvement processes to
reduce cybersecurity threats and strengthen the security of our IT system. Furthermore, we have
developed and adhere to our Asset Vulnerability Management Specification, which ensures that we
handle security risks, identified both internally and externally, in a timely, effective, and compliant
manner, covering every stage from vulnerability receipt, assessment, response, and remediation to
disclosure.
In addition, certain of our home security products, such as security cameras, video doorbells
and other connected security devices, may collect video and/or audio recordings as part of their
features and functionality. These products are designed with local data storage as a core feature,
which enables users to store and retain relevant footage and data on their own devices locally. We
typically do not collect, access or process any such video or audio data. In certain circumstances,
where we have first obtained the relevant user’s consent, we may collect, access or process video
or audio data generated through the use of our products or services.
We have implemented a comprehensive suite of technical and organizational measures to
safeguard personal information and prevent unauthorized access. During data transmission, we
utilize secure communication protocols to ensure the confidentiality and integrity of data in transit.
Sensitive personal information is further protected by field-level encryption, in addition to
encrypted transmission channels. At the storage layer, we have adopted multi-layered encryption
strategies to mitigate the risk of data breaches resulting from unauthorized database access. Within
our business applications, we implement data masking techniques to minimize the risk of exposing
personally identifiable information. We also conduct regular security testing and audits to verify the
effectiveness of our encryption mechanisms, and maintain strict access controls and operation
logging within our internal information systems to prevent unauthorized access and misuse.
Furthermore, we have established personnel management protocols, including data privacy
protection policies, employee confidentiality agreements, ongoing training and assessment for staff
involved in personal data processing, and dedicated information security and privacy teams
responsible for oversight and risk control. All access to and operations involving sensitive data are
tracked and logged to prevent unauthorized disclosures.
During the Track Record Period and up to the Latest Practicable Date, we have not received
any claim from any third party against us on the ground of infringement of such party’s right to data
and privacy protection as provided by any applicable laws and regulations in the PRC. Furthermore,
as of the Latest Practicable Date, other than disclosed, there are no material legal proceedings
pending or threatened against us initiated by third parties with respect to cybersecurity, data security
and personal information protection. See “Risk Factors — Risks Related to Our Business and
Industry — We are subject to evolving and changing laws and regulations of cybersecurity, data
security and personal information protection. Any failure or perceived failure to comply with such
laws and regulations could materially and adversely affect our business, financial condition,
reputation and results of operations.”
BUSINESS
– 173 –


--- page 183 ---
During the Track Record Period and up to the Latest Practicable Date, we did not experience
significant IT system failures or outages that adversely affected our business operations, nor did we
experienced material leakage of personal information as defined by the relevant laws and
regulations of cybersecurity, data security and personal information protection.
Based on the above, as well as that (i) we have implemented internal policies on protecting
cybersecurity, data security and personal information; and (ii) we will continuously pay close
attention to the legislative and regulatory development in cybersecurity, data security and personal
information protection, maintain ongoing communication with relevant government authorities and
implement all necessary measures in a timely manner to ensure continuous compliance with the
relevant laws and regulation, our PRC Data Compliance Legal Adviser is of the view that, during
the Track Record Period and up to the Latest Practicable Date, we have implemented compliance
measures concerning cybersecurity, data security and personal information protection in accordance
with the requirements of relevant cybersecurity, data and personal information protection laws and
regulations in material aspects and we have been in compliance with the relevant PRC laws and
regulations relating to cybersecurity, data security and personal information protection in material
aspects during the Track Record Period and up to the Latest Practicable Date.
Given the global nature of our operations, we engage in cross-border data transfers. Our
policies and practices are designed to conduct such transfers on a lawful and minimum-necessary
basis. Furthermore, these transfers are typically limited to circumstances where authorized by the
relevant data subject or as otherwise permitted by applicable laws and regulations. According to
legal advisers as to the laws of the major jurisdictions in which we operate, including the U.S., the
UAE, the United Kingdom, Japan and Hong Kong, we were in compliance, in all material respects,
with all the relevant laws and regulations relating to cybersecurity, data security and personal
information protection in each such jurisdiction during the Track Record Period.
However, as the laws and regulations in the cybersecurity, data security and personal
information protection are still developing, we cannot assure you that we can always timely adapt
to all the aspects of such laws and regulations. See “Risk Factors — Risks Related to Our Business
and Industry — We are subject to evolving and changing laws and regulations of cybersecurity, data
security and personal information protection. Any failure or perceived failure to comply with such
laws and regulations could materially and adversely affect our business, financial condition,
reputation and results of operations.”
COMPETITION
We operate in competitive sectors of charging and power storage, smart home solutions, and
audio and video products. Our competitors include technology firms and established global brands.
These competitors may possess significant financial resources, advanced R&D capabilities, diverse
product portfolios, and well-established customer bases. These advantages could enable them to invest
heavily in innovation and market expansion, setting a high bar for technological advancement and
customer expectations. In this landscape, we remain focused on strengthening our core product
competitiveness, differentiating our brand positioning, and continue delivering value to our
customers. See “Industry Overview.” See “Risk Factors — Risks Related to Our Business and Industry
— Failure to identify or respond to changes in consumer preferences and market demand, design new
products aligned with evolving consumer demand, or effectively compete with our competitors may
materially and adversely affect our business operations and financial performance.”
EMPLOYEES
As of December 31, 2023, 2024 and 2025, we employed an aggregate of 4,017, 5,034 and
6,304 full-time employees. The following table sets forth a breakdown of the number of our
employees as of December 31, 2025 by work function.
Research and Development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,549
Sales and Marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,889
General /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100866
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,304
BUSINESS
– 174 –


--- page 184 ---
The majority of our employees are based in the PRC. Our continued success depends on our
ability to attract, retain and motivate qualified personnel. We maintain rigorous recruitment
standards through campus hiring, online platforms and internal referrals, selecting candidates based
on their qualifications, relevant experience and our business needs. We offer competitive
compensation and performance-based bonuses, particularly for contributions to R&D, innovation
and operations. We also promote employee development and engagement through training programs
and corporate activities.
We have entered into confidentiality and non-compete agreements with certain key
employees. These agreements are designed to protect our trade secrets and intellectual property and,
where applicable, restrict employees with access to core technologies from joining competitors for
a specified period, during which we provide monthly compensation in accordance with applicable
laws.
As required by PRC laws and regulations, we participate in various employee social security
schemes organized by municipal and provincial government, including pension, maternity
insurance, unemployment insurance, work-related injury insurance, health insurance and housing
provident fund.
During the Track Record Period, we did not make social insurance and housing provident fund
contributions for some of our employees in full primarily due to certain employees were unwilling
for us to pay the social insurance and housing provident fund contributions in full as it requires
additional contributions from the employees and other administrative factors. Our PRC Legal
Adviser has advised us that, pursuant to relevant PRC laws and regulations, we may be ordered by
the relevant PRC authorities to pay the outstanding social insurance contributions within a
prescribed time limit and may be subject to an overdue charge of 0.05% of the delayed payment per
day. If such payment is not made within the stipulated period, the competent authority may further
impose a fine from one to three times the amount of any overdue payment. The shortfall amount of
social insurance and housing provident fund contributions is estimated to be approximately 0.3%,
0.3% and 0.2% of our total revenue for 2023, 2024 and 2025, respectively. As advised by our PRC
Legal Adviser, assuming that there are no material employee claims or material change to current
PRC laws and regulations and the practice in policy implementation and inspection of local
governments, and as long as we make full payment within the stipulated deadline, if required by
relevant authorities in the future, the likelihood that the relevant competent authorities would
collectively seek to recover the historically unpaid social insurance from us and/or impose
administrative penalties on us due to our failure to make full payment of the social insurance is
remote, and the likelihood that the competent authorities would seek to recover the historically
unpaid housing provident funds and/or impose any administrative penalties on us due to our failure
to make full payment of the housing provident funds is remote, on the grounds that (i) during the
Track Record Period and up to the Latest Practicable Date, no material administrative action, fine
or penalty had been imposed by the relevant regulatory authorities with respect to the above
incidents, contributions, nor had we received any order or been informed to settle the under-
contributions; (ii) according to the promulgated policies and regulations, such as the Notice of the
General Office of the State Taxation Administration on Steadily and Orderly Carrying Out Social
Insurance Premium Collection-Related Work (ᎈ
) issued by STA on September 13, 2018, and the Notice of the State
Taxation Administration on Implementing Several Measures to Further Support and Serve the
Development of the Private Economy (߰࢝
) issued by STA on November 16, 2018, self-organized collection and clearance of
all past underpayment of enterprises is prohibited; (iii) according to interviews and consultations
with the local social insurance and housing provident fund authorities, they will generally only
initiate verification and processing of an enterprise’s compliance upon receipt of an employee’s
complaint or claim; and (iv) during the Track Record Period and up to the Latest Practicable Date,
we had not received any notification from the relevant PRC authorities alleging that we failed to
fully contribute to the social insurance or housing provident funds and demanding payment of the
same before a stipulated deadline, nor had we received or been aware of any employee’s complaints
or demands for payment of social insurance premiums and housing provident fund contributions,
BUSINESS
– 175 –


--- page 185 ---
nor had we received any legal documentation from the labor arbitration tribunals or the PRC courts
regarding disputes in this regard, which may have a material adverse effect on our business,
financial position and results of operations. Further, if the relevant authorities order us to fully
contribute the social insurance and/or housing provident funds, we will make full payments and take
all necessary rectification measures within the time frame as required by relevant authorities once
we receive such requirements. In particular, we currently intend to make full contribution within
five years following the Listing. However, such intention is based on the facts and circumstances
currently known to us and may be subject to change, including our communication with relevant
government authorities in different localities, and communication with our employees. We cannot
assure you that future developments, including the enactment of new laws and regulations, changes
in the interpretation, implementation or enforcement of existing laws and regulations, evolving
regulatory expectations or practices, changes in the positions of relevant government authorities, or
changes in the preferences or arrangements of our employees, will not require us to revise our
current approach to addressing any outstanding contributions or contribution shortfalls.
In addition, the New Judicial Interpretation was enacted by the Supreme People’s Court on
July 31, 2025 and became effective as of September 1, 2025. See “Regulatory Overview – Laws and
Regulations on Labor, Social Insurance and Housing Provident Fund” for details. Based on (i) we
have not signed any agreement with our employee or our employee have not committed to give up
paying their social insurance, and (ii) our employees have the legal right to terminate the labor
contract and claim economic compensation in accordance with the Labor Contract Law being
effective since 2012, instead of the aforementioned regulation, which will not result in the Group
assuming any additional liability for compensation our Directors are of the view that the New
Judicial Interpretation would not have a material adverse effect on our business, financial condition
or results of operations.
We believe that we maintain a good working relationship with our employees, and we have
not experienced any significant labor disputes or any difficulty in recruiting staff for our operations
during the Track Record Period and up to the Latest Practicable Date.
INSURANCE
Pursuant to PRC regulations, we provide social insurance including unemployment insurance,
work-related injury insurance, maternity insurance and medical insurance for our employees based
in China. We also purchase supplemental employer’s liability insurance to cover generic risks that
may arise from our ordinary course of business and property insurance to safeguard our property
and mitigate risks of various accidental losses. See the section headed “Risk Factors — Risks
Related to Our Business and Industry — We have limited insurance coverage which could expose
us to significant costs and business disruption.”
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Overview
We are committed to integrating ESG principles into all aspects of its business operations. As
a global smart device technology company, we recognize our responsibility to drive sustainable
development through innovative products, responsible operations, and ethical business practices.
We maintain regular communication with our stakeholders to fully understand their expectations
and needs. By conducting materiality analysis on ESG issues, we identify critical priorities and
strategic focus areas for ESG initiatives. We have established a three-tier ESG management system
comprising the ESG special committee, ESG office, and ESG task force. The ESG Special
Committee, chaired by the CEO and comprising Board members and key executives, is responsible
for aligning ESG initiatives with corporate strategy and overseeing ESG performance. As the
Company’s highest ESG governance body, it reviews and approves this report’s content. The
three-tier ESG management system clarifies the responsibilities of personnel at all levels,
departments, and positions, and improves the ESG management mechanism to provide
organizational support for our ESG initiatives.
BUSINESS
– 176 –


--- page 186 ---
ESG Special Committee
The CEO serves as the chairman, and the committee members are
composed of board members and core executives.
ESG Office
Coordinated by Central-Strategy Planning Office, the members are
composed of ESG representatives from functional units, business groups,
and regions.
ESG Taskforce
Each business group and region establishes taskforces according to the
annual key issues, responsible for the daily implementation and management
of ESG related matters.
Execution level
Administration level
Decision-
making level
We are committed to maximizing economic and social benefits and achieving high-quality
sustainable development by minimizing the use of environmentally harmful resources. We strive to
drive positive change while actively contributing to society and the environment through innovative
and sustainable business practices.
We identify and establish an ESG topic pool based on benchmarking studies of policies and
regulations, industry best practices, public opinion analysis, stakeholder feedback, and our strategic
and business development priorities. We analyze these topics from two dimensions: financial
materiality and impact materiality. This analysis allows us to prioritize the topics and develop ESG
materiality matrix, ensuring that we continue to focus on the most impactful sustainability topics
as our business evolves.
Potential Impacts of ESG-related Risks
We proactively identify and manage environmental risks across our business operations. We
implemented a risk management framework to assess potential environmental impacts stemming
from both internal and external factors. Through in-depth analysis of industry trends and our own
operational footprint, we develop targeted risk mitigation strategies and emergency response plans.
Continuous optimization of environmental monitoring, internal controls, and audit processes
ensures compliance while minimizing regulatory risks.
We employ a three-step approach, identify, assess, and respond, to systematically manage ESG
related risks across our operations. By analyzing industry trends and our own business
characteristics, we conduct in-depth analyses of potential environmental risks and formulate
targeted risk response strategies and emergency plans accordingly. The following chart shows the
risks we identified, the impact we assessed, the preventive measures and emergency response plan
we took.
To assess the materiality of ESG risks over the short, medium and long term, we have
established a structured evaluation framework that considers the likelihood of occurrence,
magnitude of potential financial impact, regulatory and compliance exposure, operational
disruption risk, reputational and stakeholder impact, and alignment with our business strategy and
financial planning. Identified ESG risks are assessed using qualitative analysis together with
quantifiable indicators consistent with our disclosed ESG metrics, including direct and indirect
energy consumption, energy consumption intensity, electricity usage, total greenhouse gas (“GHG”)
emissions (Scope 1, 2 and 3) and GHG intensity, water consumption and sewage discharge,
hazardous and non-hazardous waste generation and related intensity, recycling volumes, and
selected per capita efficiency indicators.
In the short term, we focus primarily on compliance-driven risks, including carbon emission
limits, waste management and water discharge standards. These risks are evaluated by reference to
our actual energy use, GHG emissions, water consumption and waste generation levels against
applicable regulatory thresholds, as well as potential financial exposure such as fines, rectification
costs or suspension of production. To address these risks, we conduct regular monitoring and
internal review of key environmental data to ensure timely identification of deviations, implement
energy-saving technologies and process optimization to reduce carbon and energy intensity,
BUSINESS
– 177 –


--- page 187 ---
establish standardized waste sorting and disposal procedures in collaboration with qualified
third-party service providers, and maintain rectification and emergency response protocols where
warning thresholds are approached. Where necessary, we may participate in carbon trading or
purchase carbon credits to manage short-term exceedances.
In the medium term, we assess transition and cost-related risks arising from increasingly
stringent environmental regulations, evolving carbon pricing mechanisms, resource constraints and
heightened supply chain ESG requirements. These risks are evaluated through trend analysis of our
energy and GHG intensity, projected resource consumption, anticipated compliance-related capital
expenditures and potential incremental operating costs. To mitigate such risks, we incorporate
energy efficiency upgrades and emission reduction initiatives into our capital expenditure planning,
optimize our energy mix by increasing the use of cleaner energy sources where feasible, conduct
periodic resource efficiency assessments and implement improvement plans, and strengthen
supplier ESG due diligence and environmental compliance audits. We also maintain alternative
sourcing arrangements and appropriate inventory management measures to reduce the risk of supply
chain disruptions.
In the long term, we consider strategic and reputational risks and opportunities associated with
decarbonization pathways, green supply chain integration and evolving stakeholder expectations, as
well as the potential impact of ESG performance on competitiveness, financing conditions and
investor perception. These are assessed based on long-term trends in GHG intensity, resource
efficiency and waste recycling performance, together with scenario analyses of regulatory and
market developments. To address these risks and opportunities, we integrate ESG considerations
into our strategic decision-making and budgeting processes, set internal management targets for
energy efficiency and emission control aligned with our growth plans, enhance ESG governance and
data management systems, and promote green procurement practices across our supply chain.
Through this integrated and forward-looking approach, we seek to systematically manage material
ESG risks while supporting our sustainable long-term development.
Metrics and Targets
In response to the increasingly stringent global environmental regulatory landscape, we
recognize the inherent environmental risks embedded within our business operations and processes.
To proactively address the challenges arising from both internal operations and external regulations,
we monitor the following indicators to assess and manage our environmental and climate-related risks.
Indicators
For the Y ears Ended December 31,
2023 2024 2025
Energy use /H1100/H1100/H1100/H1100/H1100/H1100/H1100Total energy consumption
(tce)
1,365.10 1,717.21 4,644.74
Direct energy consumption
(tce)
25.23 0 2.73
Indirect energy consumption
(tce)
1,339.88 1,717.21 4,642.01
Energy consumption intensity
(tce/CNY 100 million)
7.80 6.95 15.23
Natural gas consumption (m3) 18,967.00 0 55.60
Total electricity consumption
(kWh)
10,902,160.78 13,972,397.01 37,770,599.41
Per capita electricity
consumption (kWh per
person)
2,714.01 2,738.08 7,554.32
Electricity per unit of building
area (kWh per m
2)
228.30 223.70 320.61
BUSINESS
– 178 –


--- page 188 ---
Indicators
For the Y ears Ended December 31,
2023 2024 2025
Greenhouse gases
(“GHG”) /H1100/H1100/H1100/H1100/H1100/H1100
Total GHG emissions (tCO 2e) 7,638.16 10,068.34 22,528.24
Scope 1 GHG emission
(tCO 2e)(1)
41.01 0 5.48
Scope 2 GHG emission
(tCO 2e)
5,762.71 5,745.99 15,617.88
Scope 3 GHG emission
(tCO 2e)(2)
1,834.44 4,322.35 6,904.89
Per capita GHG emissions
(tCO 2e per person)
1.90 2.00 3.57
GHG emissions per unit of
building areas (tCO 2e per
m2)
0.17 0.16 0.19
GHG emissions intensity
(tCO 2e per CNY million of
revenue)
– 0.41 0.74
Carbon credits (tCO 2e) 68,542 78,228 38,772.58
Water consumption /H1100Total water consumption
(tons)
35,713.80 43,613.60 180,394.09
Per capital water consumption
(tons per person)
8.89 8.66 28.62
Municipal water consumption
(tons)
35,597.80 43,021.60 180,197.76
Barreled water consumption
(tons)
116.00 592.00 196.32
Total sewage discharge (tons) 35,713.80 43,613.60 180,394.09
Paper use /H1100/H1100/H1100/H1100/H1100/H1100/H1100Office paper consumption
(tons)
3.35 5.54 6.45
Per capita office paper
consumption (tons per
person)
0.0008 0.0011 0.0010
Fire extinguisher
use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Fire extinguisher usage (units) – 418 1,350
Waste management /H1100Total non-hazardous waste
(tons)
232.76 255.20 512.34
Total hazardous waste (tons) 0.05 1.06 0.04
Non-hazardous waste emission
intensity (tons/CNY 100
million)
1.33 1.03 1.68
Hazardous waste emission
intensity (tons/CNY 100
million)
0.0003 0.0043 0.0001
Total electronic waste recycled
(pieces)
896 332 911
Total non-hazardous
waste/office waste recycled
(tons)
– 4.51 7.77
Note: Based on the considerations of data authenticity, accuracy and disclosure prudence, metrics that were unable to be
precisely measured and traced will be denoted by “–”.
(1) In 2023, Scope 1 emission mainly came from natural gas consumption. To reduce Scope 1 emission, we did not use
natural gas in 2024.
BUSINESS
– 179 –


--- page 189 ---
(2) Scope 3 emission mainly includes emissions from travel transportation, hotel accommodations, waste disposal and
sewage treatment. To reduce Scope 3 emission, we strictly control daily consumption and reduce resource waste
through group messaging appeals and control mechanisms of intelligent dispensing machines.
(3) Our energy use and Scope 2 emission, which mainly arises from purchased electricity used in our major offices,
increased year-on-year in 2025 due to one-off electricity usage associated with office relocations and renovations
across multiple locations.
Our Scope 1 GHG emissions primarily arise from the consumption of natural gas. The increase
in our Scope 1 GHG emissions in 2025 was primarily attributable to the commencement of
development and testing activities for our certain power storage products in 2025 with extended
backup power functionality, which are designed to automatically utilize alternative energy sources,
including natural gas, when grid power is unavailable and battery capacity has been depleted. As
natural gas is required consumables in the testing and validation of these functionalities, the
relevant development activities undertaken in 2025 resulted in higher consumption and a
corresponding increase in our Scope 1 GHG emissions compared to 2024.
Our Scope 2 GHG emissions primarily arise from purchased electricity and other purchased
energy consumed within our operations. The purchased electricity statistics for the year include data
from our major office locations in Chinese Mainland, including Shenzhen, Changsha, Suzhou,
Hangzhou, Beijing, Shanghai and Chengdu. Our Scope 2 GHG emissions increased notably in 2025
primarily due to a one-off office relocation and renovation project associated with the relocation of
our Shenzhen operations to a new office facility in Bao’an District in late 2025. The relocation was
undertaken to support our growing business operations and workforce and to optimize our office
facilities. Prior to employee occupancy, the new office premises underwent extensive fit-out,
renovation and commissioning works, including the installation, testing and commissioning of
lighting systems, air-conditioning and ventilation systems, network and IT infrastructure and other
building facilities. These activities required substantial consumption of purchased electricity and
other building energy during the preparation period, resulting in significantly higher energy usage
than would ordinarily be incurred in the course of normal office operations. As Scope 2 GHG
emissions are generated from purchased electricity and other purchased energy consumed within
our operations, the additional energy consumption associated with the office relocation and
renovation project directly contributed to the increase in our Scope 2 GHG emissions in 2025.
Our energy use, water consumption and waste management activities also increased in 2025
compared to 2024, primarily due to the one-off office relocation and renovation activities described
above.
Our Scope 3 GHG emissions primarily include emissions associated with business travel,
hotel accommodations during business travel, waste disposal and sewage treatment. Our Scope 3
GHG emissions increased notably in 2025 primarily due to the continued expansion of our
operations and workforce. In particular, our total number of employees increased by approximately
25% year-on-year, resulting in a corresponding increase in business-related travel activities,
including air travel, train travel, high-speed rail travel and automobile transportation. As a result,
emissions attributable to employee business travel increased significantly in 2025, contributing to
the year-on-year increase in our Scope 3 GHG emissions. In addition, the increase in workforce size
and business activities also led to higher volumes of waste generation and other operational
activities contributing to Scope 3 emissions.
We have consistently embedded energy management into our core sustainable development
strategy, driving targeted improvements in energy efficiency through technological innovation and
operational optimization. By actively advancing renewable energy adoption and optimizing energy
systems, we have achieved measurable progress in reducing energy consumption and enhancing
operational sustainability. To operationalize our green development commitment to energy
conservation and emission reduction, in 2025, we reported a total energy consumption of 4,644 tce.
This outcome underscores our proactive efforts to minimize energy waste, lower operational costs,
and advance our long-term sustainability goals.
BUSINESS
– 180 –


--- page 190 ---
Moreover, we actively implement green and low-carbon operational measures, driving
significant reductions in our carbon footprint. During the Track Record Period, we set targets, such
as strengthening water and electricity usage management to effectively reduce energy consumption,
promoting solid waste reduction and compliant disposal, increasing the proportion of eco-friendly
products, and institutionalizing supply chain environmental responsibility.
We made continued progress in water resource management. Although total water
consumption increased in line with business expansion, effective management measures reduced per
capita water consumption and lowered water consumption intensity by nearly 3%, enhancing overall
efficiency and reinforcing our commitment to sustainable resource use. We also implement source
control and classified waste management systems to ensure proper segregation and compliant
treatment of hazardous and non-hazardous waste. Hazardous waste is disposed of in accordance
with standardized procedures, while office electronic waste is regularly inventoried and properly
processed to ensure environmental compliance. Recyclable materials are handled through certified
third-party providers to support resource recovery and circular economy principles, thereby
reducing environmental and operational risks.
Corporate Social Responsibility
We have been committed to corporate social responsibility and contribution, and deeply
participating in various charity activities, including green public welfare practices, social charity
actions, and community development support. In line with this commitment, we established a public
welfare ecosystem and actively promoting environmental initiatives and eco-friendly activities. We
demonstrate our commitment through concrete actions. We established an online second-hand
trading platform and organized offline “Sustainable Living Markets” to extend the lifecycle of
products, reduce resource waste, and promote the integration of green practices from corporate
operations into household and community contexts.
Our eco-friendly activities have expanded globally, with notable activities in the U.S.,
Germany, and Australia. For example, since 2023, we have been partnering with Oceana, one of the
world’s largest marine conservation organizations, to advance global ocean sustainability. Through
financial contributions and product donations, we support Oceana’s international campaigns, such
as reducing plastic pollution and protecting critical marine ecosystems, with a shared goal of
improving the health of our oceans worldwide.
Employment, Welfare and Workplace Safety
We are committed to fostering a supportive, inclusive and compliant workplace environment.
We uphold the principles of protecting employees’ rights, respecting human dignity and maintaining
ethical labor practices, and integrate applicable labor and human rights laws into our internal
policies and operational processes. We have established structured risk assessment mechanisms to
identify and evaluate labor-related risks based on likelihood and severity, with ongoing monitoring
and mitigation of higher-risk areas.
We provide comprehensive employee benefits covering daily living, health care and overall
well-being, aiming to create a work environment in which employees feel valued and secure. Our
“Trident” career development framework and job rotation programs support diversified career
progression across both professional and managerial pathways, promoting long-term growth and
engagement.
We also prioritize occupational health and safety by implementing standardized policies,
operating procedures and preventive measures to ensure compliance with applicable workplace
safety regulations. Regular health and safety risk assessments are conducted to identify and mitigate
potential workplace hazards, safeguarding the well-being of our employees.
BUSINESS
– 181 –


--- page 191 ---
Anti-corruption and Anti-bribery
We uphold the highest standards of ethical business conduct through rigorous adherence to
honesty, business ethics, and the laws, regulations, and international conventions governing
anti-bribery and anti-corruption in every jurisdiction where we operate. We maintain zero tolerance
for all forms of unethical behavior. We are committed to the strictest global anti-bribery standards,
proactively preventing any actions that could unduly influence stakeholders or compromise ethical
judgment. We also have regular trainings for employees regarding anti-bribery and anti-corruption
policies to facilitate better implementation.
It is prohibited to accept any benefits or gifts from stakeholders (e.g., suppliers, customers)
in any form, including cash, cash equivalents, gifts, luxury accommodation, or business-class air
tickets. For business entertainment within the expense limit: approval must be obtained in advance
from the direct supervisor via email or equivalent written form, with a copy to the department head.
For expenses exceeding the limit: approval must be obtained in advance from the department head
via email or equivalent written form. All entertainment-related approval emails must be copied to
the Risk Management and Audit Department.
We have established the following four reporting channels: in-person reporting, reporting
email, reporting hotline and official website reporting. Integrity reporting channels shall be
prominently displayed in all company office locations on a long-term basis. All integrity reporting
channels of the Company are uniformly managed by the Risk Management and Audit Department
to ensure the normal operation of reporting information and information security. The Risk
Management and Audit Department conducts a preliminary screening of the reported content. For
reports involving employees suspected of violating the Anker Integrity Management Regulations ,
the Risk Management and Audit Department is responsible for receiving them. Other types of
complaints or reports shall be forwarded by the Risk Management and Audit Department to the
responsible departments for handling, and the handling results shall be reported back to the Risk
Management and Audit Department. For reports involving employees suspected of violating the
Anker Integrity Management Regulations , after the Risk Management and Audit Department
receives them, the supervision personnel of the Risk Management and Audit Department shall, in
accordance with the requirements of the Anker Innovation Internal Supervision System , evaluate the
case, accept and file it, and complete subsequent investigation actions.
Supply Chain Management
We regard a sustainable supply chain as a key component of our core competitive advantage.
We established a comprehensive supplier sustainability assessment program to ensure our supply
chain adheres to the highest standards of ethical, environmental, and operational responsibility. This
program combines proactive monitoring, collaborative self-evaluation, and rigorous on-site
evaluations to identify risks, drive improvements, and foster accountability across our supplier
base. We investigate potential non-compliance or negative incidents through a diverse set of
sources, including civil society organizations, media reports, government websites, and specialized
compliance platforms or software. These channels enable us to detect emerging risks, such as labor
violations, environmental breaches, or unethical business practices, early and take preemptive
action. Simultaneously, we encourage suppliers to conduct self-assessments using our standardized
framework, promoting transparency and internal accountability. For high-risk or strategic suppliers,
we conduct on-site evaluations to verify compliance firsthand and assess operational practices in
detail. In our publicly released “Anker Innovations Supplier Code of Conduct”, we outline clear
requirements for environmental and resource protection for suppliers. Suppliers shall actively
conserve and protect natural resources, including energy, water, forests, soil, and various minerals,
through improved production, maintenance, and facility processes, the use of alternative materials,
reuse, conservation, recycling, and other methods. Suppliers shall also make every effort to ensure
that their business activities do not negatively impact natural resources and biodiversity.
BUSINESS
– 182 –


--- page 192 ---
Product Quality and Safety
We strictly comply with product quality laws and regulations in all jurisdictions where we
operate, as well as the ISO9001 quality management system requirements. We have established a
quality management center to oversee quality performance across product lines and management
system development. During the design phase, we ensure product safety and compliance through
multiple rounds of technical reviews. Upon completion of the design phase, a dedicated certification
department is responsible for verifying that our products meet all market entry requirements, such
as obtaining CCC (China Compulsory Certification) certifications. Once the products satisfy all
conditions for market launch, our sales and legal departments are responsible for ensuring ongoing
post-market compliance. Products that have not obtained the CCC certificate are not permitted to
be mass produced.
According to our PRC Legal Adviser, our operations in the PRC had been carried out in
compliance with the relevant PRC product quality laws and regulations in all material respects
during the Track Record Period and up to the Latest Practicable Date.
We recognize that the expertise and leadership of our quality personnel are critical to
maintaining exceptional product standards and operational excellence. To this end, we place
strategic emphasis on continuously upgrading the technical skills and management capabilities of
our quality teams. In 2024, we advanced our training framework by expanding and refining its
content to address emerging industry challenges and opportunities.
Our Directors confirm that to the best of their knowledge, during the Track Record Period and
up to the Latest Practicable Date, we were not involved in any incidents related to fraud, bribery
or other material misconduct committed by employees, distributors, suppliers and other third
parties.
PROPERTIES
We lease and own certain land parcels and buildings in the PRC for our business operations.
We also lease office buildings and warehouses for our overseas operations. As of December 31,
2025, we owned a total aggregate GFA of over 70,000.0 sq.m. of buildings in China which were
primarily used for R&D center and office purposes. As of December 31, 2025, we leased 23
properties across China, with an aggregate GFA of approximately 40,000.0 sq.m., which were
mainly for warehousing, R&D center and office purposes. Our leases generally have a term ranging
from 0.5 to 5 year(s).
Pursuant to the applicable PRC laws and regulations, property lease agreements shall be
registered with the relevant local branches of the PRC Ministry of Housing and Urban-Rural
Development. As of the Latest Practicable Date, we had not completed lease registration for all of
our leased properties.
Additionally, as of December 31, 2025, we had not received real estate ownership certificates
or proof of authorizations from the lessors or the property owners for 5 of our 23 leased properties
in China, with a GFA of approximately 1,950 sq.m.
As advised by our PRC Legal Adviser, if we and the lessors fail to handle filing for such lease
registration as required by the relevant competent authorities, we may be subject to a fine of
RMB1,000 to RMB10,000 for each of the unregistered lease agreements. We estimate that as of
December 31, 2025, based on the number of our leases that had not been registered as required by
PRC law, the potential monetary fines we may face for such failure to comply with lease registration
range between RMB23,000 to RMB 230,000. As of the Latest Practicable Date, we have not been
aware of any notice or allegation of penalty from PRC government authorities for our failure on the
registration of lease agreements. For further details, see “Risk Factors — Risks Related to Our
Business and Industry — Legal defects regarding some of our leased properties may affect our
interests in such properties.”
BUSINESS
– 183 –


--- page 193 ---
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 December 31, 2025, none of the properties
owned by us had a carrying amount of 15% or more of our consolidated total assets.
LICENSES, APPROV ALS AND PERMITS
During the Track Record Period and up to the Latest Practicable Date, we had obtained all
material licenses, permits, approvals and certificates necessary to conduct our actual business
operations from the relevant government authorities in the PRC, and such licenses, permits,
approvals and certificates remained in full effect.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we have been involved
in certain legal proceedings in the ordinary course of business; however, we do not believe such
legal proceedings would have a material adverse effect on our business, results of operations,
financial condition or reputation and compliance.
According to our PRC Legal Adviser, 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.
We, our Shareholders, affiliates, Directors, senior management and employees may be
involved from time to time in disputes with various parties, including but not limited to our
customers, suppliers, competitors or former employees. In light of our ongoing litigation matters,
the ending balance of provisions for outstanding litigation amounted to RMB198.5 million as of
December 31, 2025. Such provisions were recognized based on management’s assessment of the
likelihood of the litigation outcomes and its best estimates of the related obligations arising from
pending litigation, and were made in accordance with relevant account principles and requirements
relating to contingencies.
The following are summaries of our ongoing material litigations as of the Latest Practicable
Date.
Sloan Litigation
From December 2022 to April 2023, putative class actions were filed by Trevor Sloan and
eight other individuals against our subsidiaries in relation to alleged misstatements regarding the
security and privacy features of certain eufy camera products, seeking damages in excess of US$5.0
million plus statutory and other damages to be proven at trial. During this period, the court ordered
the consolidation of these cases to be heard in the U.S. District Court for the Northern District of
Illinois.
As of the Latest Practicable Date, one plaintiff withdrew their complaint after filing, and the
court dismissed two individuals’ requests to serve as named plaintiffs. The remaining six plaintiffs’
case remains at the discovery stage and has not been certified by the court as a class action. Any
potential damages, if awarded, will be subject to the final judgment. We have made proper provision
in accordance with applicable accounting principles.
Fundamental Patent Litigation
In March 2021, Fundamental Innovation Systems International LLC filed a patent
infringement action in the U.S. District Court for the District of Delaware against our subsidiaries
relating to certain charging products. In March 2025, a jury awarded damages of approximately
US$13.6 million. We have filed a motion for judgement as a matter of law and, as of the Latest
Practicable Date, we are waiting for the court’s decision. In parallel, we are in settlement
BUSINESS
– 184 –


--- page 194 ---
discussions and believe that the litigation will not have a material adverse impact on our business
operations, given that all asserted patents of Fundamental Innovation have expired and will not
materially affect product sales. We have made proper provision in accordance with applicable
accounting principles.
Powermat Patent Litigation
In 2023, Powermat Technologies, Ltd. filed patent infringement in the U.S. District Court for
the Eastern District of Texas, alleging that certain of our wireless charging products infringement.
In March 2025, Powermat Technologies, Ltd. filed patent infringement in the Unified Patent Court,
alleging that certain of our wireless charging products infringement. Powermat is a provider of
wireless charging technologies and a participant in the Qi standard. The complaint did not specify
the amount of damages sought. A trial was scheduled for February 2026. As of the Latest Practicable
Date, the litigation has been settled and dismissed, and the settlement amount does not have any
material adverse impact on our operations or financial performance.
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 aligned with the COSO (Committee of Sponsoring Organizations of the Treadway Commission)
risk management framework, ISO31000 risk management standards and industry best practices to
build a company-specific three-line defense risk management framework. This framework
encompasses the entire chain from internal control environmental construction to audit closed-loop
rectification, and establishes a comprehensive internal risk control system covering various
business departments, risk management departments, and the internal control audit department.
Financial Reporting Risk Management
We have in place a set of accounting policies in connection with our financial reporting risk
management, such as financial reporting management policies, budget management policies,
treasury management policies, financial statements preparation policies and finance department and
staff management policies. We have various procedures and IT systems in place to implement our
accounting policies, and our finance department reviews our management accounts based on such
procedures. We also provide regular training to our finance department employees to ensure that
they understand our financial management and accounting policies and implement them in our daily
operations.
Internal Control Risk Management
We have designed and adopted strict internal procedures to ensure the compliance of our
business operations with the relevant rules and regulations. Our internal control team works closely
with our business units to (i) perform risk assessments and give advice on risk management
strategies, (ii) improve business process efficiency and monitor internal control effectiveness, and
(iii) promote risk awareness throughout our Company. In accordance with our internal procedures,
our in-house legal department performs the basic function of reviewing and updating the form of
contracts we enter into with our consumers, merchants and relevant third-parties. Our legal
department examines the contract terms and reviews relevant documents for our business
operations, and the necessary underlying due diligence materials, before we enter into any contract
or business arrangements. Our in-house legal department reviews our services for regulatory
compliance before they are made available to the general public. Our in-house legal department and
administrative department are responsible for obtaining any requisite governmental pre-approvals
or consents, including preparing and submitting all necessary documents for filing with relevant
government authorities within the prescribed regulatory timelines. We also have certain compliance
teams for our internet finance business, which are responsible for the formulation and
implementation of internet finance-related policies and analysis of the regulatory environment with
respect to services we provide. We continually review the implementation of our risk management
policies and measures to ensure our policies and implementation are effective and sufficient.
BUSINESS
– 185 –


--- page 195 ---
Human Resources Risk Management
We provide regular and specialized training tailored to (i) the needs of our employees in
different departments, and (ii) our anti-bribery & corruption policy. We schedule regular online and
classroom trainings, review the content of the trainings, follow up with employees to evaluate the
impact of such training and rewards lecturers for positive feedback. Through these trainings, we
ensure that our staff’s skill sets and knowledge level of our anti-bribery & corruption policy remain
up-to-date, enabling them to better discover and meet consumers’ and merchants’ needs.
We have in place an employee handbook and a code of conduct approved by our management
and have distributed them to all our employees. The handbook contains internal rules and guidelines
regarding work ethics, fraud prevention mechanisms, negligence and corruption. We provide
employees with regular training, as well as resources to explain the guidelines contained in the
employee handbook.
We have in place an anti-bribery and corruption policy to safeguard against any corruption
within our Company. The policy explains potential bribery and corruption conduct and our
anti-bribery and corruption measures. We make our internal reporting channel open and available
for our staff to report any bribery and corruption acts, and our staff can also make anonymous
reports to our anti-fraud department. Our anti-fraud department is responsible for investigating the
reported incidents and taking appropriate measures.
Audit Committee
We have established an audit committee to monitor the implementation of our risk
management policies across our company on an ongoing basis to ensure that our internal control
system is effective in identifying, managing and mitigating risks involved in our business
operations. We also maintain an internal audit department which is responsible for reviewing the
effectiveness of internal controls and reporting to the audit committee and senior management on
any issues identified. Our internal audit department members hold regular meetings with
management to discuss any internal control issues we face and the corresponding measures to
implement toward resolving such issues. The internal audit department reports to the audit
committee to ensure that any major issues identified are channeled to the committee on a timely
basis. The audit committee then discusses the issues and reports to the board of directors, if
necessary.
A W ARDS AND RECOGNITIONS
Award/Recognition Award Authority Award Y ear
Kantar BrandZ Chinese Global
Brand Builders 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Kantar and Google 2025
2024 Top 500 Chinese New
Economy Companies /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
China Enterprise Evaluation
Association
2024
2025 Best Inventions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Time 2025
Redot Winner /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Design Zentrum Nordrhein
Westfalen
2024
IF Design Award /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100iF International Forum Design
GmbH
2024
Good Design Award /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Japan Institute of Design Promotion 2024
The 25th China Patent Award /H1100/H1100/H1100/H1100/H1100China National Intellectual Property
Administration and World
Intellectual Property Organization
2024
BUSINESS
– 186 –


--- page 196 ---
OUR CONTROLLING SHAREHOLDERS
Immediately prior to the Global Offering, our Company was held as to 43.39% by Mr. Y ang
and 3.64% by Ms. He. Mr. Y ang and Ms. He are parties acting in concert. Accordingly, Mr. Y ang
and Ms. He are our Controlling Shareholders before the Listing.
Immediately after the completion of the Global Offering (assuming the Over-allotment Option
and the Offer Size Adjustment Option are not exercised and no new Shares are issued under the
Restricted Share Incentive Plans, and excluding any A Shares issuable upon conversion of the
outstanding 2025 Convertible Bonds), Mr. Y ang and Ms. He will be entitled to control an aggregate
of approximately 43.27% of the voting rights in our Company and will remain as our Controlling
Shareholders upon Listing.
For details of the shareholding of our Company prior to and upon completion of the Global
Offering, see “History, Development and Corporate Structure” in this Prospectus.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently from our
Controlling Shareholders and their close associates after Listing, taking into consideration the
factors below.
Management Independence
We are able to carry on our business independently from our Controlling Shareholders from
a management perspective. Our Board consists of nine Directors, including four executive
Directors, two non-executive Directors and three independent non-executive Directors.
(a) each Director is aware of his or her fiduciary duties as a director which require, among
other things, that he or she acts for the benefit and in the interest of our Company and
does not allow any conflict between his or her duties as a Director and his or her personal
interests;
(b) our daily management and operations are carried out by a senior management team, all
of whom have substantial experience in the industry in which our Company is engaged,
and will therefore be able to make business decisions that are in the best interests of our
Group. For details of the industry experience of our senior management team, see
“Directors and Senior Management” in this Prospectus;
(c) we have three independent non-executive Directors and certain matters of our Company
must always be referred to the independent non-executive Directors for review. Our
independent non-executive Directors have extensive experience in different areas. We
believe that they will be able to exercise their independent judgment and will be able to
provide impartial opinions in the decision-making process of our Board to protect the
interests of our Shareholders;
(d) our Company is an A-share listed company and has established internal control
mechanisms to identify related party transactions and connected transactions to ensure
that our Shareholders or Directors with conflicting interests in a proposed transaction
will abstain from voting on the relevant resolutions. Where a Board meeting or
Shareholders’ meeting is held to consider a proposed transaction in which our Directors
or Controlling Shareholders or any of their respective close associates have a material
interest, the relevant Directors or our Controlling Shareholders and their close associates
shall abstain from voting on the relevant resolutions and shall not be counted towards
the quorum for the voting; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 187 –


--- page 197 ---
(e) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and the Controlling Shareholders which would
support our independent management. For details, see the paragraph headed
“— Corporate Governance” in this section.
Based on the above, our Directors believe that our Board as a whole and together with our
senior management are able to perform the managerial role in our Group independently from the
Controlling Shareholders and their close associates.
Operational Independence
We do not rely on the Controlling Shareholders and their close associates for our business
development, staffing, logistics, administration, finance, internal audit, information technology,
sales and marketing, or company secretarial functions. We have our own departments specializing
in these respective areas which have been in operation and are expected to continue to operate
separately and independently from the Controlling Shareholders and their close associates. In
addition, we have our own headcount of employees for our operations and management for human
resources.
We have independent access to suppliers and customers and an independent management team
to handle our day-to-day operations. We are also in possession of all relevant licenses, certificates,
facilities and intellectual property rights necessary to carry on and operate our principal businesses
and we have sufficient operational capacity in terms of capital and employees to operate
independently.
Based on the above, our Directors believe that we are able to operate independently of the
Controlling Shareholders and their close associates.
FINANCIAL INDEPENDENCE
Our Group has its own internal control, accounting, funding, reporting and financial
management systems as well as an accounting and finance department. Moreover, our Group opens
and manages bank accounts independently and has never shared any bank account with our
Controlling Shareholders. Our Group has independent taxation registration and makes tax payments
independently according to the applicable taxation laws and regulations. Our Group has never made
any tax payment jointly with the Controlling Shareholders or any other entities controlled by them.
As of the Latest Practicable Date, our Group does not rely on our Controlling Shareholders
and/or their close associates for any provision of financial assistance. Our Directors confirm that
as of the Latest Practicable Date, on one hand, none of the Controlling Shareholders or their close
associates had provided any loans, guarantees or pledges to our Group and, on the other hand, our
Group did not provide any loans, guarantees or pledges to our Controlling Shareholders.
With reference to the prevailing conversion price, as of the Latest Practicable Date, the
number of A Shares which may be issued to Mr. Y ang upon conversion of the outstanding 2025
Convertible Bonds represent approximately 0.00004% of the total number of Shares upon the
Listing (assuming that the Over-allotment Option and the Offer Size Adjustment Option are not
exercised and no new Shares are issued under the Restricted Share Incentive Plans). For further
details, see the paragraph headed “History, Development and Corporate Structure — Corporate
Development and Major Changes in Share Capital and Shareholdings — Issuance of 2025
Convertible Bonds” in this Prospectus. Mr. Y ang’s interests in the 2025 Convertible Bonds would
not affect the financial independence of our Group given (i) the percentage level of his interests
compared to the total number of Shares upon Listing is very low; (ii) the ability of our Group to
obtain independent financing on comparable terms (for example, see Notes 26 and 34(b) to the
Accountants’ Report in Appendix I to this Prospectus for information about our bank loans and
management of liquidity risk); and (iii) the sufficiency of our liquid assets available to meet our
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 188 –


--- page 198 ---
financial needs (see discussion on our current assets, including net current assets position, at
“Financial Information — Discussion of Certain Key Items from our Consolidated Statements of
Financial Position — Current Assets and Liabilities” in this Prospectus).
Based on the above, our Directors are of the view that we are able to maintain financial
independence from our Controlling Shareholders and their close associates.
RULE 8.10 OF THE LISTING RULES
As of the Latest Practicable Date, none of our Controlling Shareholders had any interest in any
business which competes or is likely to compete, either directly or indirectly, with our Company’s
business which would require disclosure under Rule 8.10 of the Listing Rules.
CORPORATE GOVERNANCE
Our Company will comply with the provisions of the Corporate Governance Code in Appendix
C1 to the Listing Rules (the “ Corporate Governance Code ”), which sets out principles of good
corporate governance.
Our Directors recognize the importance of good corporate governance in the protection of our
Shareholders’ interests. We will adopt the following measures to safeguard good corporate
governance standards and to avoid potential conflicts of interest between our Group and the
Controlling Shareholders:
(i) where a Shareholders’ meeting is to be held for considering proposed transactions in
which the Controlling Shareholders or any of their associates have a material interest,
the Controlling Shareholders will not vote on the resolutions and shall not be counted
in the quorum in the voting;
(ii) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Company enters into connected transactions with a
substantial shareholder or any of their associates, our Company will comply with the
applicable Listing Rules;
(iii) the independent non-executive Directors will review, on an annual basis, whether there
is any conflict of interests between the Group and the Controlling Shareholders (the
“Annual Review ”) and provide impartial and professional advice to protect the interests
of our minority Shareholders;
(iv) the Controlling Shareholders 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;
(v) our Company will disclose decisions (with basis) on matters reviewed by the
independent non-executive Directors either in its interim or annual reports or by way of
announcements;
(vi) where our Directors reasonably request the advice of independent professionals, such as
financial advisers, the appointment of such independent professionals will be made at
our Company’s expense; and
(vii) we have appointed Rainbow Capital (HK) 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, our Directors are satisfied that sufficient corporate governance measures
have been put in place to manage conflicts of interest that may arise between our Group and the
Controlling Shareholders, and to protect minority Shareholders’ interests after Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 189 –


--- page 199 ---
BOARD OF DIRECTORS
Our Board of Directors comprises nine Directors, including four executive Directors, two
non-executive Directors and three independent non-executive Directors. Our Directors serve a term
of three years and may be re-elected for successive reappointments. The independent non-executive
Directors shall not hold office for more than six consecutive years pursuant to relevant PRC laws
and regulations.
The following table sets out information in respect of the Directors.
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as a Director
Roles and
Responsibilities
Executive Directors
Mr. Y ang Meng
(ජ഼) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
44 Executive Director
and chairman of
the Board
December
2011
September 21,
2015
Managing the overall
strategic planning
and directing the
business development
of our Group
Mr. Zhao Dongping
(̻) /H1100/H1100/H1100/H1100/H1100/H1100
49 Executive Director
and president
January 2012 May 12, 2016 Managing the overall
operations of our
Group
Mr. Zhu Fanghao
(ख) /H1100/H1100/H1100/H1100/H1100/H1100
51 Executive Director November
2016
May 27, 2021 Managing the
operations of the
smart home business
Mr. Xiong Kang
(ဤੰ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
45 Executive Director June 2022 July 3, 2023 Managing the
operations of the
smart charging and
power storage
business
Non-executive Directors
Mr. Zhang
Shanfeng
(ࢤ)H1100/H1100/H1100/H1100/H1100/H1100
44 Non-executive
Director
August 2014 May 12, 2016 Overseeing our Group’s
management and
providing advice on
strategic development
Mr. Lian Meng
(ஹ഼) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
46 Non-executive
Director
April 2017 April 11,
2017
Overseeing our Group’s
management and
providing advice on
strategic development
Independent Non-executive Directors
Mr. Li Congliang
(ڥ)H1100/H1100/H1100/H1100/H1100
49 Independent non-
executive
Director
January 2024 January 25,
2024
Providing independent
opinion and judgment
to the Board
Ms. Yi Xuan
(͖) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
52 Independent non-
executive
Director
January 2024 January 25,
2024
Providing independent
opinion and judgment
to the Board
Mr. Han Xi
(ᒵᘙ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
49 Independent non-
executive
Director
May 2025 May 23, 2025 Providing independent
opinion and judgment
to the Board
DIRECTORS AND SENIOR MANAGEMENT
– 190 –


--- page 200 ---
Executive Directors
Mr. Y ang Meng ( ජ഼), aged 44, founded our Group in December 2011, serving as our chief
executive officer until our conversion into a joint stock limited liability company in May 2016. He
was appointed as a Director on September 21, 2015 and chairman of our Board on May 12, 2016,
and re-designated as an executive Director on November 10, 2025 with effect from the Listing Date.
Mr. Y ang is primarily responsible for managing the overall strategic planning and directing the
business development of our Group.
Prior to founding our Group, Mr. Y ang worked as a senior software engineer at Alphabet Inc.
(then known as Google Inc., a company listed on the Nasdaq Global Select Market (stock ticker:
GOOG) (“ Google ”)) from 2005 to 2011.
Mr. Y ang obtained his bachelor’s degree of science from Peking University ( ̏ԯɽኪ)i nt h e
PRC in July 2003 and his master’s degree in computer science from the University of Texas at
Austin in the United States.
Mr. Zhao Dongping (̻), aged 49, joined our Group in January 2012, serving as the
president of our Company until our conversion into a joint stock limited liability company in May
2016. He was appointed as a Director and the president of our Company on May 12, 2016, and
re-designated as an executive Director on November 10, 2025 with effect from the Listing Date. Mr.
Zhao is primarily responsible for managing the overall operations of our Group.
Prior to joining our Group, Mr. Zhao has worked as a sales director and senior sales manager
at Dell China Co., Ltd. ( Ꮦဧ(ʕ਷)ʮ̡)( “ Dell China ”), and as the head of online sales and
operations in Greater China at Google Information Technology (China) Co., Ltd. (Ҧஔ(ʕ
਷)ʮ̡)( “ Google China ”), a subsidiary of Google. He has served as an independent director
of Darry Ring Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange
(stock code: 301177), since January 2026.
Mr. Zhao obtained his bachelor’s degree with a major in systems engineering and a minor in
English from Tianjin University (ɽኪ) in the PRC in June 1999 and his master’s degree of
science in finance from the London Business School in the United Kingdom in September 2003.
Mr. Zhu Fanghao (ख), aged 51, joined our Group in November 2016 as the president
of Oceanwing Smart Innovation, our subsidiary. He was appointed as a Director on May 27, 2021,
and re-designated as an executive Director on November 10, 2025 with effect from the Listing Date.
Mr. Zhu is primarily responsible for managing the operations of the smart home business.
Prior to joining our Group, Mr. Zhu worked at Coolpad Group Limited (ʮ̡)
(then known as Y ulong Computer Telecommunication Scientific (Shenzhen) Co., Ltd. (ၑዚ
ʮ̡), a company listed on the Hong Kong Stock Exchange (stock code: 2369)),
from June 2000 to October 2016. There, he worked in various roles including as the president of
360 Mobile and the president of the Internet and e-commerce division of Coolpad.
Mr. Zhu obtained his bachelor’s and master’s degrees in engineering from the Lanzhou
University of Technology ( ᚆψଣʈɽኪ) in the PRC, in June 1997 and June 2000, respectively.
Mr. Xiong Kang ( ဤੰ), aged 45, joined our Group in June 2022 as the general manager of
the charging business unit of our Company. He was appointed as a Director on July 3, 2023, and
re-designated as an executive Director on November 10, 2025 with effect from the Listing Date. Mr.
Xiong is primarily responsible for managing the operations of the smart charging and power storage
business.
Prior to joining our Group, Mr. Xiong worked at Huawei Technologies Co., Ltd. (ҦஔϞ
ʮ̡) for many years and served in successive roles including vice president of the Western
Europe division, director of the transformation project office (܃and the head of the
corporate structure and process management department (೻၍ଣ௅).
DIRECTORS AND SENIOR MANAGEMENT
– 191 –


--- page 201 ---
Mr. Xiong obtained his bachelor’s degree of engineering from Shanghai Jiao Tong University
(ɪऎʹஷɽኪ) in the PRC in July 2001.
Non-executive Directors
Mr. Zhang Shanfeng (ࢤ)aged 44, joined our Group in August 2014, serving as the vice
general manager of our Company until July 2025. He was appointed as a Director on May 12, 2016,
elected as our employee representative Director on June 30, 2025 with effect from July 16, 2025,
and re-designated as a non-executive Director on November 10, 2025 with effect from the Listing
Date. Mr. Zhang is primarily responsible for overseeing our Group’s management and providing
advice on strategic development.
Prior to joining our Group, Mr. Zhang worked as a regional channel specialist at TCL
Computer Technology Co., Ltd. (TCLʮ̡) from July 2005 to March 2006, as a sales
supervisor at Dell China from April 2006 to January 2010, and consecutively as a sales manager,
head of the Greater China Region and head of the Greater China and South Korea Region at Google
China from January 2010 to August 2014.
Mr. Zhang obtained his bachelor’s degree in management from Northwest University ( Г̏ɽ
ኪ) in the PRC in July 2005, his master’s degree in business administration from Peking University
(̏ԯɽኪ) in the PRC in July 2014, his executive master’s degree in business administration from
Northwestern University in the United States and The Hong Kong University of Science and
Technology in December 2019.
Mr. Lian Meng ( ஹ഼), aged 46, was appointed as a Director on April 11, 2017, and
re-designated as a non-executive Director on November 10, 2025 with effect from the Listing Date.
Mr. Lian is primarily responsible for overseeing our Group’s management and providing advice on
strategic development.
Mr. Lian previously held various management positions at New Oriental Education &
Technology Group Inc. (Ҧ(ණྠ)ʮ̡), a company listed on the Hong Kong
Stock Exchange (stock code: 9901) and New Y ork Stock Exchange (stock ticker: EDU). He
consecutively served as an investment manager at Iqi Entrepreneurship Management Consulting
(Beijing) Co., Ltd. ( ฌփ௴ุҳ༟၍ଣ(̏ԯ)ʮ̡), an investment manager at IDG Capital
Investment Advisory (Beijing) Co., Ltd. (IDG ༟͉ҳ༟ᚥਪ(̏ԯ)ʮ̡), the managing director
at Iqi Entrepreneurship Management Consulting (Shenzhen) Co., Ltd. ( ฌփ௴ุҳ༟၍ଣ(ଉέ)Ϟ
ʮ̡), and a partner of Zhuhai Hexie Zhuorui Private Equity Fund Management Co., Ltd. ( मऎ
ʮ̡) from June 2008 to October 2020. He has served as the partner,
manager and executive director of Tianjin Chenhui Private Equity Fund Management Co., Ltd. ( ˂
ʮ̡) since November 2020.
Mr. Lian obtained his bachelor’s degree in law from Jinan University (ɽኪ) in the PRC
in June 2001 and his master’s degree in business administration from the Hong Kong University of
Science and Technology in November 2007.
Independent Non-executive Directors
Mr. Li Congliang (ڥ)aged 49, was appointed as an independent Director on January
25, 2024 and re-designated as an independent non-executive Director on November 10, 2025 with
effect from the Listing Date. Mr. Li is primarily responsible for providing his independent opinion
and judgment to the Board.
Mr. Li has served as a general manager of Beijing Nanshan Qianyi Investment Management
Co., Ltd. (ʮ̡) since October 2018. He previously worked as a
consultant at McKinsey & Company, as a director of General Atlantic, and as a managing director
at Hillhouse Capital.
DIRECTORS AND SENIOR MANAGEMENT
– 192 –


--- page 202 ---
Mr. Li obtained his bachelor’s degree of engineering and his master’s degree of engineering,
both from Shanghai Jiao Tong University ( ɪऎʹஷɽኪ) in the PRC, in June 2000 and March
2003, respectively, and his master’s degree of business administration from Wharton School at the
University of Pennsylvania in United States in August 2010.
Ms. Yi Xuan (͖), aged 52, was appointed as an independent Director on January 25, 2024
and re-designated as an independent non-executive Director on November 10, 2025 with effect from
the Listing Date. Ms. Yi is primarily responsible for providing her independent opinion and
judgment to the Board.
Ms. Yi has worked as the program director of the Master of Professional Accounting Program
at Central South University (ɽኪ), a position she continues to occupy as of today. She has
worked as an associate professor of accounting at the Business School of Central South University
(ɽኪ) since September 2012, and as a managing council member of the Hunan Risk
Management Research Association (Ӻึ) since December 2022. She has served
as an independent director and the chairperson of the audit committee of Bichamp Cutting
Technology (Hunan) Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 002843) since December 2023, and as an independent
director of Hunan Neptune Pump Co., Ltd. (ʮ̡) since May 2024.
Ms. Yi has accumulated extensive experience in accounting and financial management. In
particular, her experience as the chairperson of the audit committee of our Company and Bichamp
Cutting Technology (Hunan) Co., Ltd. has allowed her to be involved in and responsible for
overseeing internal controls and audit-related matters of listed companies. Additionally, Ms. Yi has
over a decade of experience in teaching accounting at the Business School of Central South
University in the PRC. Taking into account all of the above, our Company believes, and the Joint
Sponsors concur, that Ms. Yi has the appropriate accounting and related financial management
expertise under Rule 3.10(2) of the Listing Rules.
Ms. Yi obtained her bachelor’s degree of economics from Zhejiang Gongshang University ( ए
Ϫʈਠɽኪ) (formerly Hangzhou College of Commerce (ψਠኪ৫)) in the PRC in July 1996, and
her master’s degree and doctorate degree in management from Central South University (ɽኪ)
in the PRC in December 2003 and December 2010, respectively.
Mr. Han Xi ( ᒵᘙ), aged 49, was appointed as an independent Director on May 23, 2025, and
re-designated as an independent non-executive Director on November 10, 2025 with effect from the
Listing Date. Mr. Han is primarily responsible for providing his independent opinion and judgment
to the Board.
Mr. Han has worked at the MOFCOM until June 2016, and as the general manager of the
public affairs department at Zhejiang Cainiao Supply Chain Management Co., Ltd. ( एϪൄ௢ԶᏐ
ʮ̡) and the legal representative and manager of Cainiao Xiong’an Network
Technology Co., Ltd. (ʮ̡) from June 2016 to March 2025. He has served
as a senior director of the public affairs department at Alibaba (China) Co., Ltd. (Ԣˋˋ(ʕ਷)
ʮ̡) since April 2025.
Mr. Han obtained his bachelor’s degree of engineering from Tianjin University (ɽኪ)i n
the PRC in July 1999 and his master’s degree of economics from the Chinese Academy of Social
Sciences (ኪ৫) in the PRC in July 2002.
SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of our
Company.
DIRECTORS AND SENIOR MANAGEMENT
– 193 –


--- page 203 ---
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as Senior
Management
Roles and
Responsibilities
Mr. Zhao Dongping
(̻) /H1100/H1100/H1100/H1100/H1100/H1100
49 Executive Director
and president
January 2012 May 12, 2016 Managing the overall
operations of our
Group
Mr. Y ang Fan
(เω) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
39 Head of Finance December
2020
February 19,
2021
Overseeing the
financial management
of our Group
Ms. Peng Wenting
(ు˖ణ) /H1100/H1100/H1100/H1100/H1100
35 Board secretary August 2025 August 27,
2025
Overseeing information
disclosure, corporate
governance and
investor relations of
our Group
Mr. Zhao Dongping (̻), aged 49, is an executive Director and the president of the
Company. Please refer to “— Board of Directors — Executive Directors” in this section for his
biographical details.
Mr. Y ang Fan ( เω), aged 39, joined our Group in December 2020 and has served as our
Head of Finance since February 2021. Mr. Y ang is primarily responsible for overseeing the financial
management of our Group.
Prior to joining our Group, Mr. Y ang worked as a senior manager at Shenzhen Qianhai PwC
Business Advisory Services Limited (ʮ̡) from May 2015 to
November 2020.
Mr. Y ang obtained his bachelor’s degree in economics from Zhongnan University of
Economics and Law (ɽኪ) in the PRC in July 2010 and his master’s degree in
business administration from the Hong Kong University of Science and Technology in October
2023. He obtained his qualification as a Certified Public Accountant in September 2015.
Ms. Peng Wenting ( ు˖ణ), aged 35, joined our Group in August 2025 as our Board
secretary. Ms. Peng is primarily responsible for overseeing information disclosure, corporate
governance and investor relations of our Group.
Prior to joining our Group, Ms. Peng worked as an executive director of the investment
banking division at China International Capital Corporation Limited (ʮ̡),
a company listed on the Hong Kong Stock Exchange (stock code: 3908) and Shanghai Stock
Exchange (stock code: 601995), from July 2016 to August 2025.
Ms. Peng obtained her bachelor’s degree in public finance from the Renmin University of
China ( ʕ਷ɛ͏ɽኪ) in June 2013, and her master’s degree in finance from Peking University ( ̏
ԯɽኪ) in the PRC in July 2016.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she does not have
any interest in a business which competes or is likely to compete, either directly or indirectly, with
our Company’s business, which would require disclosure under Rule 8.10 of the Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT
– 194 –


--- page 204 ---
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules in November 2025, and (ii) understands his or her obligations as
a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has 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) he or she has
no past or present financial or other interest in the business of the Company or its subsidiaries 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 are no other factors that may affect his or her
independence at the time of his or her appointment.
GENERAL
None of our Directors or senior management are related to other Directors or senior
management of our Company.
Save as disclosed above, none of the Directors or members of senior management of our
Company has been a director of any public company the securities of which are listed on any
securities market in Hong Kong or overseas in the three years immediately preceding the date of
this Prospectus.
Save as disclosed herein, to the best knowledge, information and belief of our Directors
having made all reasonable inquiries, there is no other matter with respect to the appointment of our
Directors that needs to be brought to the attention of the Shareholders, and there is no information
relating to our Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the
Listing Rules as of the Latest Practicable Date.
JOINT COMPANY SECRETARIES
Ms. Peng Wenting ( ు˖ణ) was appointed as our joint company secretary in November 2025
with effect from the Listing Date. Please refer to “— Senior Management” in this section for her
biographical details.
Ms. Cheung Wing Sum ( ੵ጑ӎ) was appointed as our joint company secretary in June 2026
with effect from the Listing Date. Ms. Cheung brings over 4 years of expertise in company
secretarial services and corporate governance matters, including extensive involvement in
compliance, board and committee support, and a broad range of regulatory and governance matters
for listed companies in Hong Kong. She is currently part of Computershare Hong Kong Investor
Services Limited.
Ms. Cheung obtained her master’s degree in corporate governance and compliance from Hong
Kong Baptist University in July 2023. She is an associate member of both The Hong Kong
Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with the
relevant PRC laws and regulations and the Corporate Governance Code as set out in the Appendix
C1 to the Listing Rules, our Company has formed four Board committees, namely the Audit
Committee, the Remuneration and Appraisal Committee, the Nomination Committee, and the
Strategy Committee.
DIRECTORS AND SENIOR MANAGEMENT
– 195 –


--- page 205 ---
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 Part 2 of the Corporate Governance Code. The
Audit Committee consists of three Directors, namely Ms. Yi Xuan (͖), Mr. Li Congliang ( ҽᑋ
ڥand Mr. Han Xi ( ᒵᘙ). Ms. Yi Xuan (͖) has the accounting and related financial
management expertise as required under Rules 3.10(2) and 3.21 of the Listing Rules and serves as
the chairperson of the Audit Committee. The primary duties of the Audit Committee include, but are
not limited to, reviewing the Company’s financial information and its disclosure, and monitoring
and evaluating internal and external audit work and internal controls.
Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee with written terms of reference
in compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of Part 2 of the Corporate
Governance Code. The Remuneration and Appraisal Committee consists of three Directors, namely
Mr. Li Congliang (ڥMr. Zhang Shanfeng (ࢤand Ms. Yi Xuan (͖). Mr. Li
Congliang (ڥserves as the chairperson of the Remuneration and Appraisal Committee. The
primary duties of the Remuneration and Appraisal Committee include, but are not limited to,
formulating evaluation standards for our Directors and senior management of the Company,
implementation of measures in response to such evaluation, and formulating and reviewing the
remuneration policies and plans for Directors and senior management of the Company.
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 Part 2 of the Corporate Governance
Code. The Nomination Committee consists of three Directors, namely Mr. Han Xi ( ᒵᘙ), Mr. Y ang
Meng ( ජ഼) and Ms. Yi Xuan (͖). Mr. Han Xi ( ᒵᘙ) serves as the chairperson of the
Nomination Committee. The primary duties of the Nomination Committee include, but are not
limited to, developing standards and procedures for the election of our Directors and senior
management of the Company, and selecting and examining the qualifications of the candidates for
our Directors and senior management of the Company.
Strategy Committee
We have established a Strategy Committee with written terms of reference. The Strategy
Committee consists of three Directors, namely Mr. Y ang Meng ( ජ഼), Mr. Zhao Dongping (؇
̻) and Mr. Han Xi ( ᒵᘙ). Mr. Y ang Meng ( ජ഼) serves as the chairperson of the Strategy
Committee. The primary duties of the Strategy Committee include, but are not limited to,
conducting research and making recommendations on our Company’s long-term development plans,
business strategies and objectives, and major strategic investment and financing proposals.
REMUNERATION
Our Directors receive their remuneration in the form of fees, salaries, allowances,
discretionary bonuses, share-based compensation, retirement scheme contributions and other
benefits in kind.
For the years ended December 31, 2023, 2024 and 2025, the aggregate amount of
remuneration paid or payable to our Directors amounted to RMB19.6 million, RMB28.0 million and
RMB27.9 million, respectively.
Under the current compensation arrangement, we estimate the total compensation before
taxation to be accrued to our Directors for the year ending December 31, 2026 to be approximately
RMB22.0 million.
For the years ended December 31, 2023, 2024 and 2025, there were two, two and two
Directors among the five highest paid individuals, respectively. The total emolument for the
remaining individuals among the five highest paid individuals for the years ended December 31,
2023, 2024 and 2025 were RMB11.4 million, RMB13.0 million and RMB16.3 million, respectively.
DIRECTORS AND SENIOR MANAGEMENT
– 196 –


--- page 206 ---
During the Track Record Period, no remuneration was paid by our Company to, or receivable
by, our Directors or the five highest paid individuals as an inducement to join or upon joining our
Company or as compensation for loss of office in connection with the management positions of any
subsidiary of our Company.
During the Track Record Period, none of our Directors waived any remuneration. Save as
disclosed above, no other payments have been paid, or are payable, by our Company or any of our
subsidiaries to our Directors or the five highest paid individuals during the Track Record Period.
CORPORATE GOVERNANCE CODE
Our Company is committed to achieving high standards of corporate governance with a view
to safeguarding the interests of our Shareholders. To accomplish this, our Company expects to
comply with 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.
BOARD AND WORKPLACE DIVERSITY POLICY
We are committed to promoting a culture of diversity in the Company. In order to maintain
a robust corporate governance structure and to achieve sustainable and balanced corporate
development, we have adopted a board and workplace diversity policy (the “ Diversity Policy ”)
which sets out the objectives for and approaches to achieving and maintaining diversity at the
Company.
Pursuant to the Diversity Policy, we seek to achieve board diversity through the consideration
of a number of factors when selecting the candidates to our Board, including but not limited to
gender, age, cultural and educational background, and professional experience. The ultimate
decision of each appointment will be based on merit and the contribution which the selected
candidates are expected to bring to our Board.
Our Directors have a balanced mix of age range and gender, as well as knowledge and skills,
including but not limited to depth of experience in the areas of computer science, business
administration, financial investment, sales and operations, and accounting. We have three
independent non-executive Directors with different industry backgrounds, with solid professional
experiences in the fields of accounting and investment management, and representing one-third of
the members of our Board.
Our Company has evaluated the structure, size and composition of our Board, taking into
account the skills matrix of Board, and is of the opinion that the structure of our Board is
reasonable, and the experience and skills of the Directors will enable our Company to maintain a
high standard of operations. 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
Diversity Policy. Our Nomination Committee is responsible for ensuring the diversity of our Board,
and will continue to be responsible for the same after the Listing.
Apart from diversity within our Board, we recognize the importance of gender diversity,
which we have taken, and will continue to take, steps to promote at all levels of our Company,
including at the Board, senior management and workforce (excluding senior management) level. We
will encourage our incumbent Board members, in particular, members of our Nomination
Committee, to recommend female candidate Directors and take other actions to help foster board
diversity, for example inviting some of our outstanding female staff at mid to senior level to attend
and observe Board meetings. This will allow our Board to have a better understanding of potential
female candidates before they are nominated to our Board and provide opportunities for potential
female candidates to prepare themselves for director duties. Our Group will continue to emphasize
training of female talent and provide long-term development opportunities for our female staff,
including but not limited to involvement in our business operations, management, accounting and
finance, and legal and compliance functions.
DIRECTORS AND SENIOR MANAGEMENT
– 197 –


--- page 207 ---
We are dedicated to further promoting age diversity and nurturing young talents. Our
non-Director senior management members, being our Head of Finance and Board secretary, are
aged 38 and 35, respectively, and have been closely involved in the management of our Company,
performing leadership roles and providing adequate support to the Board. We are also committed
to various recruitment and training programs targeted at nurturing the next generation of talents,
with examples such as implementing an annual campus recruitment program for fresh graduates
from top universities to form a team of recent young hires to lead and drive an entire product
development project under supervision.
Going forward, in accordance with the Diversity Policy, we will not have any single gender
Board, we will ensure that a female Director serves on the Nomination Committee at all times, and
we will continue to work to enhance gender diversity when selecting and recommending suitable
candidates across the Board, senior management and workforce (excluding senior management)
levels. We will strive to enhance female representation within the Company and will maintain a
non-single gender Board at all times with reference to stakeholders’ expectations and international
standards and best practices. In particular, we aim to develop a pipeline of female employees from
the workforce to reach senior management level and become potential successors to the Board by
implementing comprehensive programs aimed at identifying and training our female employees
who display leadership and potential, and ensuring that our female management members have
equal opportunities to develop and perform so as to be equipped to step up as a member of our
Board.
After the Listing, our Nomination Committee will, among its other duties, review the
Diversity Policy and its implementation from time to time to ensure its continued effectiveness, and
we will disclose the Diversity Policy or a summary thereof in the corporate governance report of
the Company on an annual basis.
COMPLIANCE ADVISER
We have appointed Rainbow Capital (HK) Limited as our compliance adviser (the
“Compliance Adviser ”) pursuant to Rules 3A.19 and 3A.23 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 will advise our Company in certain circumstances including:
 before the publication of any regulatory announcement, circular or financial report;
 where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares and share
repurchases;
 where we propose to use the proceeds of the Global Offering in a manner different from
that detailed in this Prospectus or where our business activities, developments or results
deviate from any forecast, estimate or other information in this Prospectus; and
 where the Hong Kong Stock Exchange makes an inquiry to our Company regarding
unusual movements in the price or trading volume of its listed securities or any other
matters in accordance with Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Adviser will, on a timely basis,
inform our Company of any amendment or supplement to the Listing Rules that are announced by
the Hong Kong Stock Exchange. The Compliance Adviser will also inform our Company of any new
or amended law, regulation or code in Hong Kong applicable to us, and advise us on the continuing
requirements under the Listing Rules and applicable laws and regulations.
The term of the Compliance Adviser’s appointment will commence on the Listing Date and
is expected to end on the date on which our 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.
DIRECTORS AND SENIOR MANAGEMENT
– 198 –


--- page 208 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering and assuming the Over-allotment Option and the Offer Size Adjustment Option are not
exercised and no new Shares are issued under the Restricted Share Incentive Plans, and excluding
any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, and assuming
no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing Date, the following persons will have an interest and/or short
position in our Shares or underlying Shares which would fall to be disclosed to us and the Stock
Exchange under 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 our Company:
As of the
Latest Practicable Date
Immediately following the completion of
the Global Offering
Name of Shareholder
Nature of
interest
Description
of Shares
Number of
Shares (1)
Approximate
percentage of
shareholding
in our
Company (2)
Number of
Shares (1)
Approximate
percentage of
shareholding
in our
A Shares (3)
Approximate
percentage of
shareholding
in our
Company (3)
Mr. Y ang Meng (4) /H1100/H1100Beneficial owner A Shares 232,666,200 43.39% 232,666,200 43.39% 39.91%
Interest in
controlled
corporations
(5)
A Shares 766,908 0.14% 766,908 0.14% 0.13%
Mr. Zhao Dongping /H1100Beneficial owner A Shares 63,310,000 11.81% 63,310,000 11.81% 10.86%
Interest in
controlled
corporation
(6)
A Shares 2,033,245 0.38% 2,033,245 0.38% 0.35%
Notes:
(1) All interests stated are long positions in the Shares.
(2) The calculation is based on the total number of 536,276,362 A Shares in issue as of the Latest Practicable Date.
(3) The calculation is based on the total number of 536,276,362 A Shares and 46,632,800 H Shares in issue immediately
after completion of the Global Offering since 46,632,800 H Shares will be issued pursuant to the Global Offering,
assuming that the Over-allotment Option and the Offer Size Adjustment Option are not exercised and no new Shares
are issued under the Restricted Share Incentive Plans, and excluding any A Shares issuable upon conversion of the
outstanding 2025 Convertible Bonds.
(4) Mr. Y ang is acting in concert with Ms. He, who holds 19,535,100 A Shares representing approximately 3.64% of the
shareholding in our Company as of the Latest Practicable Date.
(5) Mr. Y ang is a limited partner of each of Changsha Y uanxiu Enterprise Management Consulting Partnership (L.P .) (ڗ
Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Yuanxiu Consulting ”) and Changsha Y uanqing Enterprise Management
Consulting Partnership (L.P .) (ӍჃ૶Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Yuanqing Consulting ”), holding
84.06% and 99.99% partnership interests therein respectively. As such, Mr. Y ang is deemed to be interested in the
649,896 and 117,012 Shares held by Y uanxiu Consulting and Y uanqing Consulting respectively by virtue of the SFO.
Nevertheless, the general partner of Y uanxiu Consulting and Y uanqing Consulting exercises sole discretion and
control over the voting rights in Y uanxiu Consulting and Y uanqing Consulting respectively, and Mr. Y ang as a limited
partner does not take part in the management or control of Y uanxiu Consulting and Y uanqing Consulting.
(6) Mr. Zhao is a limited partner of Tianjin Haiyi Y uanjian Management Consulting Partnership (L.P .) (̹ऎᑈჃԈ
၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Haiyi Yuanjian ”), holding 82.86% partnership interests therein. As such, Mr. Zhao
is deemed to be interested in the 2,033,245 Shares held by Haiyi Y uanjian by virtue of the SFO. Nevertheless, the
general partner of Haiyi Y uanjian exercises sole discretion and control over the voting rights in Haiyi Y uanjian, and
Mr. Zhao as a limited partner does not take part in the management or control of Haiyi Y uanjian.
For those who are directly and/or indirectly interested in 10% or more of the issued voting
shares of any other members of our Group, see “Statutory and General Information — Further
Information about our Directors and Substantial Shareholders — Interests of the substantial
shareholders in other members of our Group” in Appendix IV to this Prospectus.
SUBSTANTIAL SHAREHOLDERS
– 199 –


--- page 209 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor ” and collectively, the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their designated entities to subscribe, at the Offer Price for such
number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that may
be purchased for an aggregate amount of US$295 million (or approximately HK$2,311.4 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) (the
“Cornerstone Placing ”). The aggregate amount of the investment contributed by the Cornerstone
Investors does not include brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong
Stock Exchange trading fee which the Cornerstone Investors will pay in respect of the International
Offer Shares to be subscribed by them.
Based on an Offer Price of HK$99.32, being the maximum Offer Price, the total number of
Offer Shares to be subscribed by the Cornerstone Investors would be 23,271,700 Offer Shares. The
table below reflects the shareholding percentage immediately after the completion of the Global
Offering assuming there is no other change made to the issued share capital of our Company
between the Latest Practicable Date and the Listing Date (or the date of exercise of Over-allotment
Option (where applicable)).
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
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
% of the
Offer Shares
Approximate
% of the
total issued
share capital
49.90% /H1100/H1100/H11003.99% 43.39% 3.94% 43.39% 3.94% 37.73% 3.89%
We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence in our
Company and its business prospects, and that the Cornerstone Placing will help to raise the profile
of our Company. Our Company became acquainted with each of the Cornerstone Investors during
its ordinary course of operations, either through the Group’s business network or through
introduction by the Company’s business partners or the Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and save as otherwise
consented to by the Stock Exchange, the Cornerstone Investors and their respective close associates
will not subscribe for any Offer Shares under the Global Offering other than pursuant to the
Cornerstone Investment Agreements. The Offer Shares to be subscribed by the Cornerstone
Investors will rank pari passu in all respects with the fully paid Shares in issue and all the H Shares
to be subscribed by the Cornerstone Investors will be counted towards the public float for the
purpose of Rule 8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules.
Immediately following the completion of the Global Offering, the Cornerstone Investors will not
have any Board representation in our Company; and none of the Cornerstone Investors will become
a substantial shareholder of our Company. The Cornerstone Investors do not have any preferential
rights in the Cornerstone Investment Agreements compared with other public Shareholders, other
than a guaranteed allocation of the relevant Offer Shares at the Offer Price.
As confirmed by each of the Cornerstone Investors, there are no side arrangements or
agreements between our Company and the Cornerstone Investors or any benefit, direct or indirect,
conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other than a
guaranteed allocation of the relevant Offer Shares at the final Offer Price, following the principles
as set out in Chapter 4.15 of the Guide for New Listing Applicants.
CORNERSTONE INVESTORS
– 200 –


--- page 210 ---
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed for before dealings in the Company’s Shares commence on the Stock Exchange. There
will be no deferred settlement of the Offer Shares to be subscribed by the Cornerstone Investors.
Where delayed delivery takes place, each Cornerstone Investor that may be affected by such
delayed delivery arrangement has agreed that it shall nevertheless pay for the relevant Offer Shares
in full before the Listing.
Among the Cornerstone Investors, Schroders, GTINV , FT Sealand and Taikang Life (each of
which is defined in this section) are either existing minority Shareholders or their respective close
associates holding less than 5% of the Company’s voting rights. The Stock Exchange has granted
a waiver from strict compliance with the requirements under Rule 10.04 and consent under
Paragraph 1C of the Appendix F1 to the Listing Rules to permit H Shares in the International
Offering to be placed to certain existing minority Shareholders and/or their close associates. For
further details, see “Waivers and Exemption – Allocation of H Shares to Existing Minority
Shareholders and their Close Associates”. To the best of the knowledge, information and belief of
our Company, other than the Cornerstone Investors who are either existing minority Shareholders
or their respective close associates, (i) each of the Cornerstone Investors is an Independent Third
Party; (ii) none of the Cornerstone Investors is accustomed to take and has not taken instructions
from the Company, our Directors, chief executive, the Controlling Shareholders, substantial
shareholders, existing Shareholders or any of their subsidiaries or their respective close associates
in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; and (iii) none
of the subscription of the Offer Shares by the Cornerstone Investors is directly or indirectly
financed by the Company, our Directors, chief executive, the Controlling Shareholders, substantial
shareholders, existing Shareholders or any of their subsidiaries or their respective close associates.
To the best knowledge of the Company and the Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as of the
date of this Prospectus, certain Cornerstone Investors and/or their close associates may participate
in the International Offering as placees and subscribe for further Offer Shares in the Global
Offering. The Company will seek the Stock Exchange’s consent and/or waiver to allow the
Cornerstone Investors and/or their close associates to participate in the International Offering as
placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether such
Cornerstone Investors and/or their close associates will place orders in the International Offering
is uncertain and will be subject to the final investment decisions of such investors and the terms and
conditions of the Global Offering.
To the best knowledge of our Company, the Cornerstone Investors make independent
investment decisions, their subscription under the Cornerstone Investment Agreements would be
financed by their own internal resources or financial resources of their shareholders (or in the case
of Cornerstone Investors which are funds or investment managers, the assets managed for their
investors as the source of funding for the subscription of the Offer Shares), and they each have
sufficient funds to settle their respective investments under the Cornerstone Placing. Each of the
Cornerstone Investors has confirmed that all necessary approvals have been obtained with respect
to the Cornerstone Placing, and that no specific approval from any stock exchange (if relevant) or
its shareholders is required for their participation in the Cornerstone Placing.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will
be disclosed in the allotment results announcement of our Company to be published on or around
June 30, 2026.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by our
Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
– 201 –


--- page 211 ---
Schroders
Schroder Investment Management (Singapore) Ltd (“ SIMSL ”) and Schroder Investment
Management (Hong Kong) Limited (“ SIMHK ”, together with SIMSL, “ Schroders ”), each acting
as a discretionary investment manager for and on behalf of certain funds and/or segregated accounts
with a focus on Asian equities, have entered into a cornerstone investment agreement with the
Company. To the best of Schroders’ knowledge, no single ultimate beneficial owner holds 30% or
more interests in the participating accounts of such funds/accounts, and each of such fund/account
is an Independent Third Party.
SIMSL is a company incorporated in Singapore. SIMHK is a company incorporated in Hong
Kong. Each of SIMSL and SIMHK is ultimately wholly owned by Schroders plc, whose ordinary
shares are listed on the London Stock Exchange (LON: SDR). There is no individual person who
is the “ultimate controlling shareholder” of Schroders plc. The interests of some members of the
Schroder family are spread across a number of parties, who are collectively known as the Principal
Shareholder Group (PSG).
Aspex
Aspex Master Fund (“ Aspex ”) is a company incorporated and registered as a mutual fund in
the Cayman Islands. Aspex is managed by Aspex Management (HK) Limited (“ Aspex
Management ”), a company incorporated in Hong Kong and licensed by the Securities and Futures
Commission of Hong Kong to carry out type 9 (asset management) regulated activities in Hong
Kong. Mr. Li Ho Kei is the ultimate beneficial owner of Aspex Management and controls the voting
rights of Aspex, in each case through a holding entity. No other investor holds an ultimate beneficial
ownership of 30% or more in Aspex or Aspex Management.
PAMAL
Principal Asset Management Company (Asia) Limited (“ PAMAL”), a company incorporated
in Hong Kong, has entered into a cornerstone investment agreement with the Company and the Joint
Sponsors in its capacity as the investment advisor or investment manager on a discretionary basis
for and on behalf of the following fund(s): (i) Principal Life Style Fund - Principal Hong Kong
Equity; (ii) Principal Life Style Fund - Principal China Equity Fund, (iii) Principal Prosperity Series
- Principal Sustainable Asia Equity Income; and (vi) certain other pooled funds, segregated accounts
and mandates. To the best of PAMAL’s knowledge, no single ultimate beneficial owner holds 30%
or more interest in any of these funds, segregated accounts or mandates. PAMAL is ultimately
wholly owned by Principal Financial Group, a company incorporated in Delaware, United States
and the shares of which are listed on the NASDAQ (stock code: PFG). PAMAL is licensed by the
SFC in Hong Kong.
Greenwoods
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”) is a private fund
management company incorporated in Hong Kong with limited liability. Established in 2005, HK
Greenwoods is one of the largest and earliest China-focused asset managers mainly specializing in
investing into companies in the Greater China region. HK Greenwoods focuses on fundamental
research, value investments, and local due diligence. Investors of funds and accounts managed by
HK Greenwoods include institutional investors and high-net-worth individual professional
investors.
Mr. Jiang Jinzhi ( ᇸᎀқ) is the chairman and an ultimate beneficial owner of HK
Greenwoods. As confirmed by HK Greenwoods, the subscription of the Offer Shares as a
cornerstone investor will be made by HK Greenwoods in its capacity as the investment manager of
Golden China Master Fund and Greenwoods V alue Income Fund. No single ultimate beneficial
CORNERSTONE INVESTORS
– 202 –


--- page 212 ---
owner holds 30% or more interest in Golden China Master Fund, and no single ultimate beneficial
owner other than Mr. Y ang Xianxiang ( เତୂ), an Independent Third Party, holds 30% or more
interest in Greenwoods V alue Income Fund.
Guotai Junan Investments (Hong Kong) Limited (“ GTINV ”) and Guotai Haitong Securities
Co., Ltd. (“ GTHT ”) will enter into a series of cross border delta-one OTC swap transactions (the
“Greenwoods OTC Swaps ”) with each other, and with Shanghai Greenwoods Asset Management
Co., Ltd. (ʮ̡)( “ Shanghai Greenwoods ”) acting in its capacity as
investment manager for and on behalf of Greenwoods Harvest No.2 Fund (ᔮϗ2ږ,)
Greenwoods Harvest No.3 Private Securities Investment Fund (ᔮϗ3ږ,)
Greenwoods Harvest No.6 Private Securities Investment Fund (ᔮϗ6ږ,)
and Greenwoods Jingtai Harvest Private Securities Investment Fund (౻इᔮϗӷ෍ᗇՎҳ༟ਿ
ږthe “ Ultimate Clients (Greenwoods) ”), pursuant to which GTINV will hold the Offer Shares
on a non-discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks and
returns of the underlying Offer Shares are passed to the Ultimate Clients (Greenwoods), subject to
customary fees and commissions. The Greenwoods OTC Swaps will be fully funded by the Ultimate
Clients (Greenwoods).
During the terms of the Greenwoods OTC Swaps, all economic returns of the Offer Shares
subscribed by GTINV will be passed to the Ultimate Clients (Greenwoods) and all economic loss
shall be borne by the Ultimate Clients (Greenwoods) through the Greenwoods OTC Swaps, and
GTINV will not take part in any economic return or bear any economic loss in relation to the Offer
Shares. Despite holding the legal title of the Offer Shares by itself, GTINV will not exercise the
voting rights attaching to the relevant Offer Shares during the terms of the Greenwoods OTC Swaps
according to its internal policy. To the best of GTINV’s knowledge having made all reasonable
inquiries, each of the Ultimate Clients (Greenwoods) is an independent third party of GTINV ,
GTHT and the companies which are members of the same group of GTHT.
GTINV is a Hong Kong incorporated company. Its principal business activities are trading and
investments. It is indirectly wholly owned by Guotai Haitong Securities Co., Ltd., a leading
securities firm in China with its shares dually listed on the Shanghai Stock Exchange (stock code:
601211) and Hong Kong Stock Exchange (stock code: 2611).
The Ultimate Clients (Greenwoods) are certain domestic private funds (including four funds)
managed by Shanghai Greenwoods in its capacity as a fund manager. No single ultimate beneficial
owner holds 30% or more interests in the Ultimate Clients (Greenwoods). Shanghai Greenwoods,
which is a private fund management company registered with the Asset Management Association
of China (AMAC), was established in Shanghai. Shanghai Greenwoods is one of the largest and
earliest PRC domestic asset managers mainly specializing in investing into companies in the
Greater China region. Shanghai Greenwoods focuses on fundamental research, value investments,
and local due diligence. Investors of funds managed by Shanghai Greenwoods include institutional
investors and high-net-worth individual professional investors. Mr. Jiang Jinzhi ( ᇸᎀқ), an
Independent Third Party, is the chairman and an ultimate beneficial owner of Shanghai
Greenwoods. No other beneficial owners hold 30% or more interest in Shanghai Greenwoods.
HACF, L.P.
HACF, L.P . is a limited partnership formed under the laws of the Cayman Islands and is
managed by HHLR Advisors, Ltd. (“ HHLRA ”), which is part of the Hillhouse Group. There is no
individual limited partner investor who holds an economic interest of 30% or more in HACF, L.P .
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with
sustainable, forward-thinking companies across consumer, industrial, healthcare, and business
services sectors. HHLRA manages capital for global institutions, including non-profit foundations,
endowments, and pensions.
CORNERSTONE INVESTORS
– 203 –


--- page 213 ---
UBS AM Singapore
UBS Asset Management (Singapore) Ltd. (“ UBS AM Singapore ”), a company incorporated
in Singapore in December 1993, has entered into a cornerstone investment agreement with the
Company and the Joint Sponsors in its capacity as the investment manager for and on behalf of the
following funds: (i) UBS (Lux) Equity Fund - Greater China (USD); (ii) UBS (Lux) Equity Fund
- China Opportunity (USD); (iii) UBS (HK) Fund Series - China Opportunity Equity (USD); (iv)
UBS (Lux) Equity SICA V - All China (USD); (v) UBS (CAY) China A Opportunity; and (vi) certain
other segregated accounts and mandates. To the best of UBS AM Singapore’s knowledge, no single
ultimate beneficial owner holds 30% or more interest in any of these funds, segregated accounts or
mandates. UBS AM Singapore is a wholly owned subsidiary of UBS Asset Management AG, an
investment management company, which is wholly ultimately owned by UBS Group AG, which is
a company organized under Swiss law as a corporation that has issued shares of common stock to
investors. UBS Group AG’s shares are listed on the SIX Swiss Exchange (stock code: UBSG) and
the New Y ork Stock Exchange (stock code: UBS).
FT Sealand
Franklin Templeton Sealand Fund Management Co., Ltd. (ʮ̡)
(“FT Sealand ”) was established in November 2004 by Sealand Securities Co., Ltd. (΅
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 000750), and Templeton
International Inc., a wholly-owned subsidiary of Franklin Resources, Inc., which is a global
investment management organization listed on the New Y ork Stock Exchange (stock ticker: BEN)
and operating as Franklin Templeton Investments. FT Sealand mainly engages in the management
of mutual funds, separately managed accounts, and related advisory services. It is held as to 51%
and 49% by Sealand Securities Co., Ltd. and Templeton International Inc., respectively. FT Sealand
has entered into a cornerstone investment agreement with the Company in its capacity as an
investment manager on a discretionary basis for and on behalf of Franklin Sealand Global
Technology Interconnection Fund (QDII). No other investor holds an ultimate beneficial ownership
of 30% or more interests in such fund.
Jane Street
Jane Street Asia Trading Limited (“ Jane Street ”) is a private company limited by shares
formed in Hong Kong and engages in securities investment and trading activities. Its ultimate
controlling shareholder is Jane Street Group, LLC, which is a limited liability company
incorporated in Delaware holding 100% interests in Jane Street. There is no individual holding an
economic interest of 30% or more in Jane Street Group, LLC.
Taikang Life
Taikang Life Insurance Co., Ltd (ப΂ʮ̡)( “ Taikang Life ”), a company
incorporated in China, is a wholly owned subsidiary of Taikang Insurance Group Inc. There is no
shareholder holding 30% or more in Taikang Insurance Group Inc. Taikang Life provides a full
range of personal security and investment and wealth management products and services for
individuals and families. The products on offer correspond to the different requirements of
customers in terms of market segments such as children and teenagers, women and high-income
population groups. They also meet multidimensional demands regarding health care and accident
cover, pensions and wealth management, among others. Taikang Insurance Group Inc. is an
insurance and financial service conglomerate focused on insurance, asset management and health
and elderly care as main businesses. The Beijing-headquartered company consists of several
subsidiaries including Taikang Life, Taikang AMC, Taikang Pension, Taikang Healthcare, Taikang
Health, and TK.CN. Its product offering covers life insurance, internet-based financial insurance,
enterprise annuity, asset management, health and elderly care, health management and commercial
real estate, among others.
CORNERSTONE INVESTORS
– 204 –


--- page 214 ---
WT Asset Management
WT Asset Management Limited (“ WT Asset Management ”) is a company incorporated in
Hong Kong with limited liability and licensed by the SFC to carry on type 9 (asset management)
regulated activity. WT Asset Management is beneficially owned as to 100% by Mr. Tongshu Wang
(ࣣwho is an Independent Third Party. WT Asset Management has agreed to procure certain
investors, namely WT China Fund Limited, WT China Focus Fund, WT Growth Fund and/or a
segregated management account (investment portfolio professionally managed by WT Asset
Management (as investment manager) where the investor owns the underlying investments directly)
(collectively, the “ Funds ”), that WT Asset Management has discretionary investment management
power over, to subscribe for such number of the Investor Shares. The Funds are managed by WT
Asset Management as investment manager. The Funds pursue to achieve absolute return and
long-term capital appreciation by investing primarily in the listed securities of companies which
have great exposure or material impact in the PRC. Investors of the Funds include but are not
limited to pension funds, fund of funds, family offices and other sophisticated institutional
investors. Save for Mr. Tongshu Wang (ࣣwho holds over 30% interests in WT Growth Fund
and WT China Focus Fund, and the single ultimate beneficial owner of the segregated management
account which is a pension fund based in North America, no other single ultimate beneficial owner
holds 30% or more interests in the Funds. Each of the Funds is an Independent Third Party. As of
April 30, 2026, the total assets under management of the Funds is approximately US$9.96 billion.
Value Partners
Each of V alue Partners Hong Kong Limited (incorporated in Hong Kong in 1999) and V alue
Partners Limited (incorporated in the British Virgin Islands in 1991) has agreed to procure certain
investment funds that it has actual discretionary investment management power over, to subscribe
for relevant Shares. Each of V alue Partners Hong Kong Limited and V alue Partners Limited
(together with other subsidiaries under V alue Partners Group Limited (“ Value Partners ”)), acts as
investment manager or investment advisor to certain investment funds. The investment funds that
V alue Partners Limited intends to procure to subscribe for Shares include V alue Partners China
Greenchip Fund Limited, V alue Partners Intelligent Funds — JA-VP China New Century Fund,
V alue Partners Intelligent Funds — China Convergence Fund, V alue Partners Intelligent Funds —
Chinese Mainland Focus Fund, and V alue Partners Asia Fund, LLC, and the investment funds V alue
Partners Hong Kong Limited intends to procure to subscribe for Shares include V alue Partners
Classic Fund, V alue Partners High-Dividend Stocks Fund, V alue Partners Funds SPC — V alue
Partners China A-Share Innovation Fund SP , V alue Partners Fund Series — V alue Partners Asian
Income Fund, V alue Partners Fund Series — V alue Partners Asian Innovation Opportunities Fund,
V alue Partners Multi-Asset Fund and V alue Partners Ireland Fund ICA V — V alue Partners Asia
Ex-Japan Equity Fund.
Both V alue Partners Hong Kong Limited and V alue Partners Limited are wholly-owned
subsidiaries of V alue Partners Group Limited, a company listed on the Stock Exchange (stock code:
0806). V alue Partners is one of Asia’s largest independent asset management firms. It is
headquartered in Hong Kong and operates in Shanghai, Shenzhen and Singapore. V alue Partners’
investment strategies cover equities, fixed income, multi-asset, quantitative investment solutions
and alternatives for institutional and individual clients in the Asia Pacific and Europe. As of 31
December 2025, it had assets under management of approximately US$6.2 billion.
Set out below is the details of the Cornerstone Placing assuming there is no other change made
to the issued share capital of our Company between the Latest Practicable Date and the Listing Date
(or the date of exercise of Over-allotment Option (where applicable)):
CORNERSTONE INVESTORS
– 205 –


--- page 215 ---
Based on the Offer Price of HK$99.32 (being the maximum Offer Price)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is exercised in full
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is
exercised in full
Assuming the Over-
allotment Option is not
exercised
Assuming the Over-
allotment Option is
exercised in full
Cornerstone Investor
Investment
amount (1)
Number of
Offer
Shares (2)
Approximate
% of the
Offer
Shares
Approximate
% of our
total
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o fo u r
total
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o fo u r
total
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
% of our
total
issued
share
capital
(US$
million)
Schroders /H1100/H1100/H1100/H1100/H1100/H110070.00 5,522,200 11.84% 0.95% 10.30% 0.94% 10.30% 0.94% 8.95% 0.92%
Aspex /H1100/H1100/H1100/H1100/H1100/H1100/H110050.00 3,944,400 8.46% 0.68% 7.36% 0.67% 7.36% 0.67% 6.40% 0.66%
PAMAL /H1100/H1100/H1100/H1100/H1100/H110040.00 3,155,500 6.77% 0.54% 5.88% 0.53% 5.88% 0.53% 5.12% 0.53%
Greenwoods /H1100/H1100/H1100/H110025.00 1,972,200 4.23% 0.34% 3.68% 0.33% 3.68% 0.33% 3.20% 0.33%
HK Greenwoods /H1100 15.04 1,186,800 2.54% 0.20% 2.21% 0.20% 2.21% 0.20% 1.92% 0.20%
Shanghai
Greenwoods and
GTHT /H1100/H1100/H1100/H1100/H11009.96 785,400 1.68% 0.13% 1.46% 0.13% 1.46% 0.13% 1.27% 0.13%
HACF, L.P . /H1100/H1100/H1100/H1100/H110020.00 1,577,700 3.38% 0.27% 2.94% 0.27% 2.94% 0.27% 2.56% 0.26%
UBS AM Singapore 20.00 1,577,700 3.38% 0.27% 2.94% 0.27% 2.94% 0.27% 2.56% 0.26%
FT Sealand /H1100/H1100/H1100/H1100/H110015.00 1,183,300 2.54% 0.20% 2.21% 0.20% 2.21% 0.20% 1.92% 0.20%
Jane Street /H1100/H1100/H1100/H1100/H110015.00 1,183,300 2.54% 0.20% 2.21% 0.20% 2.21% 0.20% 1.92% 0.20%
Taikang Life /H1100/H1100/H1100/H110015.00 1,183,300 2.54% 0.20% 2.21% 0.20% 2.21% 0.20% 1.92% 0.20%
WT Asset
Management /H1100/H1100/H110015.00 1,183,300 2.54% 0.20% 2.21% 0.20% 2.21% 0.20% 1.92% 0.20%
V alue Partners /H1100/H1100/H110010.00 788,800 1.69% 0.14% 1.47% 0.13% 1.47% 0.13% 1.28% 0.13%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100295.00 23,271,700 49.90% 3.99% 43.39% 3.94% 43.39% 3.94% 37.73% 3.89%
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading
fee, and is calculated based on the exchange rate set out in the section headed “Information about this Prospectus and
the Global Offering – Exchange Rate Conversion” in this Prospectus.
(2) Rounded down to the nearest whole board lot of 100 H Shares, and is calculated based on the exchange rate set out
in the section headed “Information about this Prospectus and the Global Offering – Exchange Rate Conversion” in
this Prospectus.
CLOSING CONDITIONS
The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares under
their respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement
being entered into and having become effective and unconditional (in accordance with
their respective original terms or as subsequently waived or varied by agreement of the
parties thereto) by no later than the time and date as specified in the Hong Kong
Underwriting Agreement and the International Underwriting Agreement, and neither the
Hong Kong Underwriting Agreement nor the International Underwriting Agreement
having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global Offering);
CORNERSTONE INVESTORS
– 206 –


--- page 216 ---
(iii) the Listing Committee having granted the approval for the listing of, and permission to
deal in, the H Shares (including the Shares under the Cornerstone Placing) 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 Shares on the Stock
Exchange;
(iv) no laws having been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
each Cornerstone Investment Agreement, and there being no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation of
such transactions; and
(v) the respective representations, warranties, acknowledgements, undertakings, and
confirmations of the Cornerstone Investors under their respective Cornerstone
Investment Agreement are (as of the date of the respective Cornerstone Investment
Agreement) and will be (as of the Listing Date) accurate, true and complete in all
material respects and not misleading or deceptive and that there is no material breach of
the respective Cornerstone Investment Agreement on the part of the relevant
Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our Company,
the Joint Sponsors and the Overall Coordinators, it will not, whether directly or indirectly, at any
time during the period of six months after the Listing Date (the “ Lock-up Period ”), dispose of, in
any way, any of the Offer Shares it has purchased, pursuant to their respective Cornerstone
Investment Agreement, save for certain limited circumstances, such as transfers to any of its
wholly-owned subsidiaries who will be bound by the same obligations of the Cornerstone Investor,
including the Lock-up Period restriction.
CORNERSTONE INVESTORS
– 207 –


--- page 217 ---
This section presents certain information regarding our share capital before and upon
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of our Company was
RMB536,276,362, comprising 536,276,362 A Shares of nominal value RMB1.00 each, all of which
are listed on the ChiNext Market of the Shenzhen Stock Exchange.
UPON THE COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, assuming that the Over-
allotment Option and the Offer Size Adjustment Option are not exercised and no new Shares are
issued under the Restricted Share Incentive Plans, and excluding any A Shares issuable upon
conversion of the outstanding 2025 Convertible Bonds, the issued share capital of our Company will
be as follows:
Description of Shares Number of Shares
Approximate
Percentage of the
Total Share
Capital of our
Company
A Shares in issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100536,276,362 92.00%
H Shares to be issued under the Global Offering /H1100/H1100/H110046,632,800 8.00%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100582,909,162 100.00%
Immediately following completion of the Global Offering, assuming that the Over-allotment
Option and the Offer Size Adjustment Option are fully exercised and no new Shares are issued
under the Restricted Share Incentive Plans, and excluding any A Shares issuable upon conversion
of the outstanding 2025 Convertible Bonds, the issued share capital of our Company will be as
follows:
Description of Shares Number of Shares
Approximate
Percentage of the
Total Share
Capital of our
Company
A Shares in issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100536,276,362 89.69%
H Shares to be issued under the Global Offering /H1100/H1100/H110061,671,800 10.31%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100597,948,162 100.00%
OUR SHARES
Upon completion of the Global Offering, the Shares will consist of A Shares and H Shares.
A Shares and H Shares are all ordinary Shares in the share capital of our Company. However, apart
from certain qualified domestic institutional investors in the PRC, the qualified PRC investors
under the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect and
other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and regulations
or upon approvals of any competent authorities, H Shares generally cannot be subscribed for by or
traded between investors of the PRC.
The Shenzhen-Hong Kong Stock Connect has established a stock connect mechanism between
the PRC and Hong Kong. Our A Shares can be subscribed for and traded by investors in the PRC,
qualified foreign institutional investors or qualified foreign strategic investors and must be traded
in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link, they can
also be subscribed for and traded by Hong Kong and other overseas investors pursuant to the rules
and limits of the Shenzhen-Hong Kong Stock Connect. If our H Shares are eligible securities under
the Southbound Trading Link, they can also be subscribed for and traded by investors in the PRC
in accordance with the rules and limits of the Shanghai-Hong Kong Stock Connect or the
Shenzhen-Hong Kong Stock Connect.
SHARE CAPITAL
– 208 –


--- page 218 ---
RANKING
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all respects and, in particular, will rank
equally for all dividends or distributions declared, paid or made after the date of this Prospectus.
All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars whereas all
dividends in respect of our A Shares are to be paid by us in Renminbi. In addition to cash, dividends
may also be distributed in the form of Shares. Holders of our H Shares will receive share dividends
in the form of H Shares, and holders of our A Shares will receive share dividends in the form of
A Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND TRADING
ON THE HONG KONG STOCK EXCHANGE
A Shares and H Shares are generally neither interchangeable nor fungible, and the market
prices of our A Shares and H Shares may be different after the Global Offering. The Guidelines on
Application for “Full Circulation” of Domestic Unlisted Shares of H-share Companies ( Hʮ̡
΅͡ሗ“ஷ”ˏ) announced by the CSRC are not applicable to companies
dual-listed in the PRC and on the Hong Kong Stock Exchange. As of the Latest Practicable Date,
there were no relevant rules or guidelines from the CSRC providing that A Shareholders may
convert A Shares held by them into H Shares for listing and trading on the Hong Kong Stock
Exchange.
APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL OFFERING
We have obtained approval from our A Shareholders to issue H Shares and seek the listing of
the H Shares on the Hong Kong Stock Exchange. Such approval was obtained at the Shareholders’
meeting of our Company held on November 27, 2025 and is subject to the following conditions:
(i) Size of the Offer : the proposed number of H Shares to be offered initially shall not exceed
10% of the total issued share capital as enlarged by the H Shares to be issued pursuant to the Global
Offering (before the exercise of the Over-allotment Option and the Offer Size Adjustment Option).
The number of H Shares to be issued pursuant to the full exercise of the Over-allotment Option and
the Offer Size Adjustment Option shall not exceed 15% of the total number of H Shares to be
offered initially under the Global Offering.
(ii) Method of Offering : the method of offering shall be by way of a public offer for
subscription in Hong Kong and an international offering to institutional and professional investors.
(iii) Target Investors : the H Shares shall be issued to Hong Kong public investors, other
overseas investors who meet the relevant requirements, qualified domestic investors eligible to
invest in overseas securities according to the laws and regulations of the PRC and other investors
who comply with the relevant regulatory requirements.
(iv) Price Determination Basis : the issue price of the H Shares will be determined after due
consideration of the interests of existing Shareholders, the acceptance of investors and issuance
risks and in accordance with international practices through the demands for orders and book
building process, subject to the domestic and overseas capital market conditions and by reference
to the valuation level of comparable companies in domestic and overseas markets.
(v) Validity Period : the issue and listing of H Shares on the Hong Kong Stock Exchange shall
be completed within 24 months from the date when the Shareholders’ meeting was held on
November 27, 2025.
There is no other approved offering plan for any other Shares except for the Global Offering.
SHAREHOLDERS’ GENERAL MEETING
See “Appendix III — Summary of the Articles of Association” for details of circumstances
under which our general Shareholders’ meetings are required.
SHARE CAPITAL
– 209 –


--- page 219 ---
You should read the following discussion and analysis in conjunction with our
consolidated financial statements and the accompanying notes included in the Accountants’
Report set forth in Appendix I to this Prospectus. Our consolidated financial statements have
been prepared in accordance with IFRS Accounting Standards, which may differ in material
aspects from generally accepted accounting principles in other jurisdictions. You should read
the entire Accountants’ Report and not merely rely on the information contained in this
section. These statements are based on assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions and expected future
developments, as well as other factors that we believe are appropriate under the
circumstances. However , whether the actual outcome and developments will meet our
expectations and predictions depends on a number of risks and uncertainties, over which we
do not have control. In evaluating our business, you should carefully consider all of the
information, including, but not limited to, that set forth under “Risk Factors,” “Forward-
Looking Statements” and provided elsewhere in this Prospectus. For the purpose of this
section, unless the context otherwise requires, references to 2023, 2024, 2025 refer to our
financial year ended December 31 of such year . Unless the context otherwise requires,
financial information described in this section is described on a consolidated basis.
OVERVIEW
We are primarily engaged in the design and development of consumer electronics in the global
smart devices industry, delivering reliable products and user-centric experiences to consumers
worldwide. Since our founding in 2011, we have grown from the Anker brand and steadily expanded
our product portfolio across smart charging and power storage, smart home, and smart audio and
video. We hold solid global market shares in several key segments, including mobile charging,
power storage, smart home security and wireless headphones. Specifically, according to Frost &
Sullivan, globally by revenue from 2020 to 2024, we ranked second in the mobile charging products
sector, and have been the largest independent mobile charging brand. In 2025, we ranked first
globally in the mobile charging products sector by revenue. Driven by our globalization strategy,
we continue to expand our business footprint, with our products sold in more than 180 countries and
regions worldwide. As of December 31, 2025, we had served over 200 million users globally.
Our strong operational execution has underpinned our strong financial results. During the
Track Record Period, both revenue and profitability delivered strong growth. Total revenue
increased from RMB17.5 billion in 2023 to RMB30.5 billion in 2025, representing a CAGR of
32.0%. Our gross profit grew from RMB7.5 billion in 2023 to RMB13.4 billion in 2025, with a
CAGR of 33.7%. In addition to scaling rapidly, we continued to enhance profitability, with overall
gross profit margin rising from 42.7% in 2023 to 43.9% in 2025.
BASIS OF PREPARATION
The historical financial information has been prepared in accordance with all applicable IFRS
Accounting Standards, which comprise all standards and interpretations approved by International
Accounting Standards Board (“ IASB ”). For the purpose of preparing this historical financial
information, we have adopted all applicable new and revised IFRS Accounting Standards to the
Track Record Period, except for any new standards or interpretations that are not yet effective for
the accounting period beginning January 1, 2025. The measurement basis used in the preparation
of the financial statements is the historical cost basis except that the following assets and liabilities
are stated at their fair value: other financial assets, derivative financial instruments and other
financial liabilities. Further details of the material accounting policy information adopted are set out
in Note 2 of the Accountants’ Report included in Appendix I to this Prospectus.
FINANCIAL INFORMATION
– 210 –


--- page 220 ---
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations and financial condition are subject to general factors
affecting the smart devices industry in the jurisdictions in which we operate, including
macroeconomic developments; evolving consumption patterns and habits in the PRC and globally;
the continued growth and changing competitive landscape of the smart devices industry;
international trade policies, geopolitics and trade protection measures, export controls and
economic or trade sanctions; as well as force majeure events, public health outbreaks, acts of war,
social or economic instability and natural disasters. In addition to these general factors listed above,
the following specific factors have a more direct impact on our business, results of operations, and
financial conditions.
Our Ability in Product Development in Terms of Technology Innovation and Capturing Users’
Needs
Our capacity to effectively navigate the evolving dynamics of the smart devices and respond
to intensifying market competition is fundamentally critical to our sustained operational
performance and competitive positioning. We closely monitor global trends in smart devices
technologies. Leveraging our experienced, international, and highly skilled R&D team, we are
building on our existing product technologies to drive continuous innovation. We systematically
analyze user feedback by utilizing various data-analytics tools to accurately capture users’ needs,
which helps improve features of existing products and identify new product opportunities to address
unmet user demands.
In 2023, 2024 and 2025, our research and development expenses amounted to RMB1,413.9
million, RMB2,108.4 million, and RMB2,892.8 million, respectively. By concentrating on building
our own brand, maintaining and expanding market share, and consistently providing differentiated
user experiences, we aim to effectively address the challenges posed by changes in the smart
devices industry and intensified market competition.
Our Ability to Leverage the Omni-channel Strategy to Market Our Diversified Product
Categories
We have established an omni-channel system to deliver our products to customers worldwide,
including a broad network of third-party e-commerce platforms, our official websites, third-party
retailers and distributor partnerships and self-owned offline retail stores. To strengthen our direct
engagement with global customers, we continue to invest in our official websites and self-owned
offline retail stores, enhancing our autonomy in brand management and user engagement. In 2023,
2024 and 2025, our selling and distribution expenses amounted to RMB3,886.6 million,
RMB5,569.8 million, and RMB6,826.8 million, respectively.
Our Ability to Further Penetrate in PRC and Overseas Market
Global expansion has been, and is expected to remain, a key driver of our revenue growth. We
plan to sustain and expand our market share by implementing targeted marketing initiatives,
broadening our sales and distribution channels, and maintaining an efficient supply chain. As of
December 31, 2025, our products have reached across more than 180 countries and regions. We
have also generated significant revenue from overseas markets (i.e. markets outside of Chinese
mainland), which amounted to RMB16,869.2 million, RMB23,825.1 million, and RMB29,482.8
million in 2023, 2024, and 2025, respectively. Building on this proven success, we intend to further
deepen our presence in both PRC and overseas markets to capture significant growth opportunities.
FINANCIAL INFORMATION
–2 1 1–


--- page 221 ---
Our Ability to Control Costs and Improve Operational Efficiency
Our abilities to manage costs and operating expenses have a profound impact on our results
of operations. Our cost of sales amounted to RMB10,026.8 million, RMB14,065.3 million, and
RMB17,128.0 million in 2023, 2024 and 2025, respectively, accounting for 57.3%, 56.9%, and
56.1% of our total revenue in the respective years. This cost structure reflects our ongoing efforts
to optimize procurement, streamline logistics operations, and enhance supply chain efficiency
across different sales channels. The improving cost-to-revenue ratio demonstrates our ability to
maintain competitive pricing while controlling direct product costs, a critical factor in sustaining
profitability in the smart devices industry. We remain committed to further improving operational
efficiency through technology-driven process enhancements and strategic supply chain management
to support long-term margin expansion.
Our Ability to Manage Risks of Foreign Exchange Rate Fluctuations
Due to the global presence of our business, our results of operations are affected by foreign
exchange rate movements, both on a translational and transactional basis. Our overseas sales
primarily settle transactions in U.S. dollars, British pounds, Euros, and Japanese yen, while finished
product procurement utilizes both U.S. dollar and Renminbi settlement modes. The Company’s
overseas operations are measured in currencies other than Renminbi and are then translated into
Renminbi for presentation of its financial results in the consolidated financial statements.
Consequently, significant and frequent fluctuations in foreign exchange rates may adversely affect
our financial performance, primarily by influencing the price competitiveness of exported products
and the cost of product procurement.
To mitigate the effects of currency volatility, we will continuously enhance analysis and
research on exchange rate movements, proactively manage foreign exchange risks, and select
appropriate currencies for pricing, balancing foreign currency receipts and payments, and
employing comprehensive measures such as foreign exchange hedging to reduce the uncertainty of
exchange rate fluctuations on business performance. We will also actively expand our overseas
market presence through localized operations while maintaining domestic market penetration,
aiming to reduce reliance on cross-border settlements. This dual approach will mitigate foreign
exchange rate volatility risks and enhance financial resilience.
MATERIAL ACCOUNTING POLICY INFORMATION AND ESTIMATES
Some of our accounting policies require us to apply estimates, assumptions, and complex
judgments related to accounting items. These estimates, assumptions, and judgments have a
significant impact on our financial position and results of operations. Our management continuously
evaluates such estimates, assumptions, and judgments based on past experience, industry practices,
and expectations of future events that are deemed reasonable under the circumstances. During the
Track Record Period, there had not been any material deviation from our management’s estimates
or assumptions and actual results, and we had not made any material changes to these estimates or
assumptions. We do not expect any material changes to these estimates and assumptions in the
foreseeable future.
Our material accounting policy information, estimates and judgments, which are important for
understanding our financial condition and results of operations, are set forth in further detail in Note
2 and Note 3 to the Accountants’ Report included in Appendix I to this Prospectus.
FINANCIAL INFORMATION
– 212 –


--- page 222 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
The following table sets forth key items of our consolidated statements of profit or loss and
other comprehensive income, in absolute amounts, for the years indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages )
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,026,828) (57.3) (14,065,293) (56.9) (17,127,972) (56.1)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 42.7 10,644,787 43.1 13,386,431 43.9
Other income and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100319,219 1.8 365,063 1.5 575,314 1.9
Research and development expenses /H1100/H1100(1,413,867) (8.1) (2,108,445) (8.5) (2,892,785) (9.5)
Selling and distribution expenses /H1100/H1100/H1100/H1100(3,886,613) (22.2) (5,569,791) (22.5) (6,826,803) (22.4)
General and administrative expenses /H1100/H1100(658,897) (3.8) (984,217) (4.0) (1,246,690) (4.1)
Impairment loss on trade and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(32,853) (0.2) (6,909) (0.0) (46,017) (0.2)
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,807,364 10.3 2,340,488 9.5 2,949,450 9.7
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(26,687) (0.2) (27,760) (0.1) (52,051) (0.2)
Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H110031,835 0.2 35,621 0.1 25,075 0.1
Profits before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,812,512 10.4 2,348,349 9.5 2,922,474 9.6
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(118,573) (0.7) (137,225) (0.6) (305,280) (1.0)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,693,939 9.7 2,211,124 8.9 2,617,194 8.6
Equity shareholders of the
Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 9.2 2,114,430 8.6 2,545,132 8.3
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,067 0.5 96,694 0.4 72,062 0.2
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
By Types of Products and Services
During the Track Record Period, we generated revenue mainly from sales of smart devices.
The following table sets forth the breakdown of our revenue in absolute amounts and as a
percentage of our total revenue, for the years indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Smart charging and power storage /H1100/H1100/H1100/H1100/H1100/H11008,603,582 49.1 12,667,007 51.3 15,401,753 50.5
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,541,291 25.9 6,336,477 25.6 8,271,292 27.1
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,285,272 24.5 5,692,427 23.0 6,833,491 22.4
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,147 0.4 14,169 0.1 7,867 0.0
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,506,292 100.0 24,710,080 100.0 30,514,403 100.0
Gross rentals from investment property /H1100/H1100911 0.0 – – – –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Note:
* In 2023, others primarily include agency services, which included managing online store operations for third-parties,
and the subsidiary responsible for providing agency services was divested in 2023. Since 2024, others primarily
include revenue generated from certain accessories that were previously not categorized into our major product lines.
FINANCIAL INFORMATION
– 213 –


--- page 223 ---
By Geographical Market
The following table sets forth a breakdown of our total revenue by geographical market in
absolute amounts and as a percentage of total revenue for the years indicated:
For the year ended 31 December
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
North America (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,370,483 47.8 11,881,100 48.1 14,132,565 46.3
United States /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,755,713 44.3 10,958,796 44.3 13,061,310 42.8
Europe (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,679,519 21.0 5,680,850 23.0 8,151,055 26.7
PRC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100637,954 3.6 884,935 3.6 1,031,569 3.4
Rest of the world /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,819,247 27.5 6,263,195 25.3 7,199,214 23.6
Japan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,486,766 14.2 3,440,320 13.9 3,969,686 13.0
Middle East (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907,792 5.2 1,115,580 4.5 1,179,834 3.9
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,507,203 100.0 24,710,080 100.0 30,514,403 100.0
Notes:
(1) Primarily includes the markets in the U.S., Canada and Mexico.
(2) Primarily includes the markets in Germany, the United Kingdom and the Netherlands.
(3) Primarily includes the markets in the UAE, Saudi Arabia and Egypt.
Sales Volume and Average Selling Price by Product Category
The following table sets forth a breakdown of the sales volume and average selling price by
product category for the years indicated:
Y ear ended December 31,
2023 2024 2025
Volume
Average
selling
price Volume
Average
selling
price Volume
Average
selling
price
thousands RMB thousands RMB thousands RMB
Smart charging and power storage /H1100/H1100/H110062,226 138.3 83,152 152.3 93,521 164.7
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,917 656.5 9,639 657.4 10,778 767.5
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,179 302.2 23,258 244.7 27,588 247.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,322 209.2 116,049 212.8 131,887 231.3
Cost of Sales
The following table sets out a breakdown of our cost of sales by nature, in absolute amounts
and as a percentage of our total cost of sales, for the years indicated. During the Track Record
Period, the sustained increase in cost of sales was primarily driven by higher sales volume.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Cost of purchased goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,902,590 78.8 10,909,514 77.6 13,178,969 76.9
Transportation cost and others (1) /H1100/H1100/H1100/H11001,982,669 19.8 3,008,890 21.4 3,584,006 20.9
Write-down of inventories and return
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,569 1.4 146,889 1.0 364,997 2.1
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,026,828 100.0 14,065,293 100.0 17,127,972 100.0
Note:
(1) Others primarily include corresponding tariffs, order fulfillment and operational handling costs as well as inventory
write-offs arising from obsolescence or damages.
FINANCIAL INFORMATION
– 214 –


--- page 224 ---
Gross Profit and Gross Profit Margin
Gross profit is calculated as total revenue minus cost of sales. The ratio of gross profit to total
revenue is referred to as the gross profit margin, representing our gross profit as a percentage of our
revenue. The following table sets forth a breakdown of our gross profit and gross profit margin for
the years indicated.
For the year ended December 31,
2023 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
%% %
(RMB in thousands, except for percentages)
Smart charging and power storage /H1100/H1100/H1100/H1100/H11003,557,514 41.3 5,179,550 40.9 6,134,123 39.8
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,064,236 45.5 2,903,391 45.8 3,941,304 47.7
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,849,450 43.2 2,551,537 44.8 3,304,427 48.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,161 12.0 10,309 72.8 6,577 83.6
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,361 42.7 10,644,787 43.1 13,386,431 43.9
Gross rentals from investment property /H1100/H110014 1.5 – – – –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 42.7 10,644,787 43.1 13,386,431 43.9
The increase in our gross profit margin during the Track Record Period was primarily driven
by the continuous launch of new products as well as product iterations with higher gross profit
margins, and enhanced cost control measures that resulted in margin improvement. For instance, the
gross profit margin of smart home products and smart audio and video products are improving
during the Track Record Period. Specifically, the increase in the gross profit margin of our smart
home products from 45.8% in 2024 to 47.7% in 2025 was primarily driven by the stronger sales
contribution from certain higher-margin products, for instance our eufy Robot V acuum Omni C20,
and SoloCam S340 in the home security category, each of which recorded gross profit margins of
over 50% in 2025. In addition, the gross profit margin of our smart audio and video products
increased from 44.8% in 2024 to 48.4% in 2025, mainly attributable to the increased revenue
contribution from higher-margin products, including Soundcore P30i, Space One, and Liberty series
headphones, each of which recorded gross profit margins of over 50% in 2025.
Other Income and Losses, Net
The following table sets forth the breakdown of our other income and losses, net for the years
indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Dividend income from equity
investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,782 1.2 7,403 2.0 3,843 0.7
Fair value change of other financial
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100220,431 69.1 237,299 65.0 386,396 67.2
(Losses)/gains on disposal of a
subsidiary and interests in
associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,051) (0.3) 3,055 0.8 – –
Impairment loss of interests in
associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (1,524) (0.4) – –
Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,743 10.9 44,818 12.3 41,627 7.2
Net exchange (losses)/ gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100(32,626) (10.2) 53,477 14.6 88,815 15.4
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,940 29.4 20,535 5.6 54,633 9.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100319,219 100.0 365,063 100.0 575,314 100.0
FINANCIAL INFORMATION
– 215 –


--- page 225 ---
Research and Development Expenses
The following table sets forth the breakdown of our research and development expenses, in
absolute amounts and as a percentage of our total research and development expenses, for the years
indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Employee benefit expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100969,641 68.6 1,428,638 67.8 1,882,658 65.1
R&D material and sample expenses /H1100/H1100158,076 11.2 210,809 10.0 259,461 9.0
Network and system usage fees /H1100/H1100/H1100/H1100/H110062,031 4.4 94,091 4.5 149,542 5.2
Design, development and testing
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,274 4.7 92,227 4.4 136,353 4.7
Transportation and travel expenses /H1100/H110028,563 2.0 42,829 2.0 65,254 2.3
Professional service fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,796 1.0 40,049 1.9 101,186 3.5
Depreciation and amortization
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,090 2.1 42,276 2.0 68,871 2.4
Share-based payment expenses /H1100/H1100/H1100/H1100/H110028,764 2.0 47,007 2.2 42,517 1.5
Outsourced service expenses /H1100/H1100/H1100/H1100/H1100/H1100/H110017,559 1.2 45,265 2.1 123,139 4.3
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,073 2.8 65,254 3.1 63,804 2.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,413,867 100.0 2,108,445 100.0 2,892,785 100.0
Selling and Distribution Expenses
The following table sets forth a breakdown of our selling and distribution expenses, in
absolute amounts and as a percentage of our total selling and distribution expenses, for the years
indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Platform service fees and commission
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,371,469 35.3 1,954,995 35.1 2,477,482 36.3
Advertising, marketing and promotion
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,543,944 39.7 2,273,804 40.8 2,488,702 36.5
Employee benefit expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100708,676 18.2 950,635 17.1 1,139,946 16.7
Depreciation and amortization
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,528 0.9 30,357 0.5 52,570 0.8
Warehousing and rental expenses /H1100/H1100/H110087,036 2.2 129,401 2.3 215,922 3.2
Office and travel expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,933 1.1 64,039 1.1 96,499 1.4
Outsourced service expenses /H1100/H1100/H1100/H1100/H1100/H110019,558 0.5 44,359 0.8 157,421 2.3
Professional service fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,676 0.3 9,857 0.2 13,166 0.2
Share-based payment expenses /H1100/H1100/H1100/H1100/H110010,066 0.3 9,805 0.2 17,264 0.3
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,727 1.6 102,539 1.8 167,831 2.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,886,613 100.0 5,569,791 100.0 6,826,803 100.0
FINANCIAL INFORMATION
– 216 –


--- page 226 ---
General and Administrative Expenses
The following table sets forth a breakdown of our general and administrative expenses, in
absolute amounts and as a percentage of our total general and administrative expenses, for the years
indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Employee benefit expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100352,828 53.5 523,116 53.2 600,717 48.2
Professional service fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,727 12.6 128,181 13.0 196,989 15.8
Depreciation and amortization
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,576 8.7 56,267 5.7 63,450 5.1
Office utilities, property management
and rental fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,789 2.1 22,854 2.3 39,716 3.2
Outsourced service expenses /H1100/H1100/H1100/H1100/H1100/H1100/H11005,927 0.9 31,703 3.2 27,838 2.2
Office supplies and travel expenses /H1100/H110016,209 2.5 29,049 3.0 56,907 4.6
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H110023,408 3.6 38,103 3.9 35,170 2.8
Bank charges and payment processing
fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,995 10.0 97,447 9.9 133,290 10.7
Taxes and surcharges /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,721 1.5 18,038 1.8 20,342 1.6
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,717 4.7 39,459 4.0 72,271 5.8
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100658,897 100.0 984,217 100.0 1,246,690 100.0
Impairment Loss on Trade and Other Receivables
Impairment loss on trade and other receivables represents the impairment losses recognized
on our trade receivables and other receivables. Our impairment loss on trade and other receivables
was RMB32.9 million, RMB6.9 million, and RMB46.0 million in 2023, 2024, and 2025,
respectively.
Finance Costs
The following table sets forth the breakdown of our finance costs, in absolute amounts and as
a percentage of our total finance costs, for the years indicated.
For the year ended December 31,
2023 2024 2025
%%%
(RMB in thousands, except for percentages)
Interest on bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,319 91.1 24,866 89.6 31,119 59.8
Interest on bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 13,762 26.4
Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,368 8.9 2,894 10.4 7,170 13.8
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,687 100.0 27,760 100.0 52,051 100.0
Share of Profits of Associates
We recorded share of profits of associates of RMB31.8 million, RMB35.6 million, and
RMB25.1 million in 2023, 2024, and 2025, respectively.
FINANCIAL INFORMATION
– 217 –


--- page 227 ---
Income Tax
We are subject to income tax on an entity basis on profits arising in, or derived from, tax
jurisdictions in which members of our Group are domiciled and operate. See Note 7 to the
Accountants’ Report in Appendix I to this prospectus for detailed discussion on income tax in major
jurisdictions.
The following table sets forth a breakdown of our income tax expenses for the years indicated:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100183,023 327,319 351,278
Under/(over)-provision in respect of prior
years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,719 (40,667) 6,237
207,742 286,652 357,515
Deferred tax
Origination and reversal of temporary
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(89,169) (149,427) (52,235)
118,573 137,225 305,280
Profit for the Y ear
As a result of the foregoing, we recorded profit for the year of RMB1,693.9 million,
RMB2,211.1 million, RMB2,617.2 million in 2023, 2024 and 2025, respectively.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2025 Compared with Y ear Ended December 31, 2024
Revenue
Our total revenue increased by 23.5% from RMB24,710.1 million in 2024 to RMB30,514.4
million in 2025, primarily due to an increase in the revenue generated from smart charging and
power storage, and to a lesser extent to an increase in the revenue generated from smart home and
smart audio and video. Total sales volume of our three major product categories increased from
116.0 million units to 131.9 million units, while the average selling price rose from RMB212.8 per
unit to RMB231.3 per unit over the same periods. The overall growth was supported by stronger
demand for smart charging and power storage products in North America and Europe, particularly
balcony photovoltaic energy storage solutions. Ongoing optimization of our product matrix,
including the launch and functional upgrades of new smart home products further contributed to
revenue growth. In addition, revenue growth was further driven by enhanced brand recognition and
continued expansion across both online and offline channels, including sustained growth of our
self-operated official websites.
Smart charging and power storage. Revenue from smart charging and power storage products
increased by 21.6% from RMB12,667.0 million in 2024 to RMB15,401.8 million in 2025, primarily
attributable to higher sales volume of consumer power storage products with advanced technology,
as well as the revenue growth from charging products. Sales volume of smart charging and power
storage products increased from 83.2 million units in 2024 to 93.5 million units in 2025, while the
average selling price rose from RMB152.3 per unit to RMB164.7 per unit over the same periods.
FINANCIAL INFORMATION
– 218 –


--- page 228 ---
Smart home. Revenue from smart home products increased by 30.5% from RMB6,336.5
million in 2024 to RMB8,271.3 million in 2025. Sales volume of smart home products increased
from 9.6 million units in 2024 to 10.8 million units in 2025, while the average selling price rose
from RMB657.4 per unit to RMB767.5 per unit over the same periods. This growth was primarily
driven by the growing demands for our home cleaning and home security solutions.
Smart audio and video. Revenue from smart audio and video products increased by 20.0%
from RMB5,692.4 million in 2024 to RMB6,833.5 million in 2025, primarily driven by revenue
growth from headphone products with enhanced features, particularly the wireless headphones,
supported by our strategic expansion into new markets. Sales volume increased from 23.3 million
units to 27.6 million units over the same periods. The average selling price remained relatively
stable at RMB244.7 per unit and RMB247.7 per unit in 2024 and 2025, respectively.
Others. Revenue from others decreased by 44.5% from RMB14.2 million in 2024 to RMB7.9
million in 2025, primarily attributable to the fluctuations of our miscellaneous services.
Cost of Sales
Our cost of sales increased by 21.8% from RMB14,065.3 million in 2024 to RMB17,128.0
million in 2025, generally in line with our revenue growth in the same year.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 25.8% from RMB10,644.8 million
in 2024 to RMB13,386.4 million in 2025. Our gross profit margin increased from 43.1% in 2024
to 43.9% in 2025.
Other Income and Losses, Net
Our other income and losses, net increased by 57.6% from RMB365.1 million in 2024 to
RMB575.3 million in 2025, primarily attributable to an increase in fair value change of other
financial assets from RMB237.3 million to RMB386.4 million due to the increase in the fair value
of our equity investment.
Research and Development Expenses
Our research and development expenses increased by 37.2% from RMB2,108.4 million in
2024 to RMB2,892.8 million in 2025, primarily attributable to the expansion of R&D activities and
the corresponding increase in the number of R&D personnel and their compensation.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 22.6% from RMB5,569.8 million in 2024
to RMB6,826.8 million in 2025, primarily attributable to the higher advertising, marketing and
promotion expenses, increased platform service fees and commission expenses, and increased
compensation for selling and marketing personnel, driven by the expansion of our marketing and
branding activities in line with our business growth.
General and Administrative Expenses
Our general and administrative expenses increased by 26.7% from RMB984.2 million in 2024
to RMB1,246.7 million in 2025, primarily attributable to the increased administrative personnel
compensation, professional service fees, and bank charges and payment processing fees driven by
our business expansion.
FINANCIAL INFORMATION
– 219 –


--- page 229 ---
Impairment Loss on Trade and Other Receivables
Our impairment loss on trade and other receivables increased from RMB6.9 million in 2024
to RMB46.0 million in 2025, primarily attributable to the increases in provision made for
receivables, as a result of a particular bad debt provision and business expansion.
Finance Costs
Our finance costs significantly increased by 87.5% from RMB27.8 million in 2024 to
RMB52.1 million in 2025, primarily due to (i) the occurrence of interest on bonds payable of
RMB13.8 million in 2025, and (ii) an increase in interest on bank loans from RMB24.9 million in
2024 to RMB31.1 million in 2025, driven by an increase in bank loan drawdown for purchase of
office building at the end of 2024.
Share of Profits of Associates
Our share of profits of associates decreased by 29.6% from RMB35.6 million in 2024 to
RMB25.1 million in 2025, primarily due to fluctuations of the financial performance of our
associates.
Income Tax
We recorded income tax of RMB137.2 million in 2024 and RMB305.3 million in 2025.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 18.4% from RMB2,211.1
million in 2024 to RMB2,617.2 million in 2025.
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our revenue increased by 41.1% from RMB17,507.2 million in 2023 to RMB24,710.1 million
in 2024, primarily due to an increase in revenue generated from smart charging and power storage
products, and to a lesser extent to an increase in revenue generated from smart home products and
smart audio and video products. Total sales volume of our three major product categories increased
from 83.3 million units in 2023 to 116.0 million units in 2024, while the average selling price rose
from RMB209.2 per unit to RMB212.8 per unit over the same periods. Smart charging and power
storage remained the principal growth driver of revenue in 2024. The launch and functional
upgrades of new smart home products also contributed to revenue growth. Revenue growth was
further driven by enhanced brand recognition and continued expansion across both online and
offline channels, including sustained growth of our self-operated official websites.
Smart charging and power storage. Revenue from smart charging and power storage products
increased by 47.2% from RMB8,603.6 million in 2023 to RMB12,667.0 million in 2024, primarily
attributable to the growth of charging products and consumer power storage products driven by the
rising demand for reliable and flexible charging and power storage solutions, particularly in Europe
and North America. Sales volume increased from 62.2 million units in 2023 to 83.2 million units
in 2024, while the average selling price rose from RMB138.3 per unit to RMB152.3 per unit over
the same period.
Smart home . Revenue from smart home products increased by 39.5% from RMB4,541.3
million in 2023 to RMB6,336.5 million in 2024, attributable to the expansion of our home cleaning
solutions, mainly due to the new product launch, and home security products, mainly due to the
launch of new models and increased sales volume in our existing products. Sales volume increased
from 6.9 million units in 2023 to 9.6 million units in 2024, while the average selling price remained
stable at RMB656.5 per unit in 2023 and RMB657.4 per unit in 2024.
FINANCIAL INFORMATION
– 220 –


--- page 230 ---
Smart audio and video. Revenue from smart audio and video products increased by 32.8%
from RMB4,285.3 million in 2023 to RMB5,692.4 million in 2024, primarily attributable to the
rapid sales volume growth of headphones products. Sales volume increased significantly from 14.2
million units in 2023 to 23.3 million units in 2024. The growth was supported by expansion into
new sub-categories, such as sleep earbuds.
Others. Revenue from others decreased by 81.4% from RMB76.1 million in 2023 to RMB14.2
million in 2024. This decline was primarily due to the divestiture of our agency operation services
business in 2023, which constituted the majority of this revenue segment.
Cost of Sales
Our cost of sales increased by 40.3% from RMB10,026.8 million in 2023 to RMB14,065.3
million in 2024, generally in line with our revenue growth in the same period.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our total gross profit increased by 42.3% from RMB7,480.4
million in 2023 to RMB10,644.8 million in 2024. Our total gross profit margin slightly improved
from 42.7% in 2023 to 43.1% in 2024 primarily due to margin improvement in smart audio and
video and smart home products.
Other Income and Losses, Net
Our other income and losses, net increased by 14.4% from RMB319.2 million in 2023 to
RMB365.1 million in 2024, primarily attributable to (i) we recorded net exchange gains of
RMB53.5 million for the year ended December 31, 2024 compared with the net exchange losses of
RMB32.6 million for the year ended December 31, 2023, primarily attributable to the appreciation
of the U.S. dollar against Renminbi in 2024, (ii) an increase in fair value change of other financial
assets from RMB220.4 million in 2023 to RMB237.3 million in 2024, partially offset by a decrease
in others from RMB93.9 million for the year ended December 31, 2023 to RMB20.5 million for the
year ended December 31, 2024.
Research and Development Expenses
Our research and development expenses increased by 49.1% from RMB1,413.9 million in
2023 to RMB2,108.4 million in 2024, primarily due to higher investment in R&D activities,
increased remuneration for R&D personnel, and rising R&D material costs.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 43.3% from RMB3,886.6 million in 2023
to RMB5,569.8 million in 2024, primarily due to increased advertising, marketing and promotion
expenses, higher platform service fees and commission expenses, and increased remuneration for
marketing personnel, reflecting the expansion of our marketing and branding activities consistent
with our business growth.
General and Administrative Expenses
Our general and administrative expenses increased by 49.4% from RMB658.9 million in 2023
to RMB984.2 million in 2024, primarily attributable to higher employee compensations, coupled
with increased professional service fees, and bank charges and payment processing fees, driven by
our business expansion.
Impairment Loss on Trade and Other Receivables
Our impairment loss on trade and other receivables decreased from RMB32.9 million in 2023
to RMB6.9 million in 2024, primarily attributable to the improved credit management.
FINANCIAL INFORMATION
– 221 –


--- page 231 ---
Finance Costs
Our finance costs remained relatively stable at RMB26.7 million in 2023 and RMB27.8
million in 2024.
Share of Profits of Associates
Our share of profits of associates increased by 11.9% from RMB31.8 million in 2023 to
RMB35.6 million in 2024, primarily due to fluctuations of the financial performance of our
associates.
Income Tax
We recorded income tax of RMB118.6 million in 2023 and RMB137.2 million in 2024.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 30.5% from RMB1,693.9
million in 2023 to RMB2,211.1 million in 2024.
DISCUSSION OF CERTAIN KEY ITEMS FROM OUR CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
The table below sets forth selected information from our consolidated statements of financial
position as of the dates indicated, which has been extracted from our consolidated financial
statements included in Appendix I to this Prospectus.
As of December 31,
2023 2024 2025
(RMB in thousands)
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,601,746 4,236,158 3,980,366
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,174,957 12,367,550 16,086,527
Total assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,776,703 16,603,708 20,066,893---------- ---------- ----------
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,194,235 1,557,676 2,586,711
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,421,169 5,901,512 6,768,512
Total liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,615,404 7,459,188 9,355,223---------- ---------- ----------
Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,161,299 9,144,520 10,711,670
FINANCIAL INFORMATION
– 222 –


--- page 232 ---
Current Assets and 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
Derivative financial instruments /H1100/H1100/H1100/H1100– – 131,686 166,992
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,411,311 3,233,554 4,997,119 6,083,653
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,527,818 1,654,200 1,872,624 1,982,311
Prepayments and other receivables /H1100/H1100498,055 898,809 1,297,638 1,445,111
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,672,487 4,047,403 4,130,951 3,415,657
Term deposits and restricted cash /H1100/H1100/H1100276,185 204,880 588,767 931,373
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,789,101 2,328,704 3,067,742 2,573,140
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,174,957 12,367,550 16,086,527 16,598,237-------- -------- --------- ---------
Current liabilities
Trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,552,902 2,245,901 2,313,362 2,975,744
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,178,213 2,543,530 2,771,627 1,841,716
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100137,415 154,664 552,496 299,349
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100270,345 595,818 710,638 880,566
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,202 1,930
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,574 54,164 81,922 88,986
Income tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100167,783 254,471 275,892 320,661
Derivative financial instruments /H1100/H1100/H1100/H110040,635 11,060 42,414 13,165
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,302 41,904 18,959 –
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,421,169 5,901,512 6,768,512 6,422,117-------- -------- -------- --------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,753,788 6,466,038 9,318,015 10,176,120
We have net current assets position as of December 31, 2023, 2024, and 2025 and April 30,
2026.
Our net current assets increased from RMB9,318.0 million as of December 31, 2025 to
RMB10,176.1 million as of April 30, 2026, primarily due to the increase in current assets and the
decrease in current liabilities. Our current assets increased primarily attributable to an increase in
inventories from RMB4,997.1 million as of December 31, 2025 to RMB6,083.7 million as of April
30, 2026. Our current liabilities decreased primarily attributable to a decrease in other payables
from RMB2,771.6 million as of December 31, 2025 to RMB1,841.7 million as of April 30, 2026.
Our net current assets increased from RMB6,466.0 million as of December 31, 2024 to
RMB9,318.0 million as of December 31, 2025, primarily because the increase in current assets
outweighed the increase in current liabilities. Our current assets increased primarily attributable to
an increase in inventories from RMB3,233.6 million as of December 31, 2024 to RMB4,997.1
million as of December 31, 2025, mainly due to our proactive inventory stocking, resulting from
our business growth and in anticipation of future sales demand. Our current liabilities increased
primarily attributable to an increase in contract liabilities and other payables. Contract liabilities
increased from RMB154.7 million as of December 31, 2024 to RMB552.5 million as of December
31, 2025, mainly due to increased advances received from customers because of business
expansion; Other payables increased from RMB2,543.5 million as of December 31, 2024 to
RMB2,771.6 million as of December 31, 2025, mainly due to increased operating expenses payables
and tax payables.
FINANCIAL INFORMATION
– 223 –


--- page 233 ---
Our net current assets increased from RMB5,753.8 million as of December 31, 2023 to
RMB6,466.0 million as of December 31, 2024, primarily because the increase in current assets
outweighed the increase in current liabilities. Our current assets increased primarily attributable to
(i) an increase in other financial assets from RMB2,672.5 million as of December 31, 2023 to
RMB4,047.4 million as of December 31, 2024, mainly due to the increased balance of financial
products, (ii) an increase in inventories from RMB2,411.3 million as of December 31, 2023 to
RMB3,233.6 million as of December 31, 2024, mainly due to inventory growth aligned with
increasing business volume, and (iii) an increase in cash and cash equivalents from RMB1,789.1
million as of December 31, 2023 to RMB2,328.7 million as of December 31, 2024, mainly due to
our increased profits and improved working capital turnover efficiency. Our current liabilities
increased primarily attributable to an increase in other payables from RMB1,178.2 million as of
December 31, 2023 to RMB2,543.5 million as of December 31, 2024, mainly due to the increased
accrued bonuses.
Assets
Property, Plant and Equipment
The following table sets forth the breakdown of our property, plant and equipment as of the
dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Building /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,737 22,863 1,592,627
V ehicle /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100544 296 399
Electronic equipment and other /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,516 104,155 191,052
Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,492,762 5,303
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,528 26,922 68,988
Investment property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,484 11,587 10,690
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100149,809 1,658,585 1,869,059
The amount of our property, plant and equipment increased from RMB149.8 million as of
December 31, 2023 to RMB1,658.6 million as of December 31, 2024, primarily attributable to an
increase in construction in progress from nil as of December 31, 2023 to RMB1,492.8 million as
of December 31, 2024, due to the renovation of our new office building in the PRC. The amount
of our property, plant and equipment increased from RMB1,658.6 million as of December 31, 2024
to RMB1,869.1 million as of December 31, 2025, primarily due to the increase in renovation
projects in 2025.
Right-of-use Assets
Our right-of-use assets consist primarily of warehouses and offices through tenancy
agreements. As of December 31, 2023, 2024 and 2025, our right-of-use assets were RMB133.1
million, RMB116.3 million, and RMB320.3 million, respectively. In 2023, the increase in
right-of-use assets was driven by the expansion of our business scale and workforce, which led to
increased leasing of office spaces and warehouses. In 2024, the decrease in these assets was
primarily due to the expiration and non-renewal of certain lease agreements. Our right-of-use assets
further increased to RMB320.3 million as of December 31, 2025 from RMB116.3 million as of
December 31, 2024, primarily driven by additional leasing of office buildings, warehouses, and
R&D centers.
Interests in Associates
Our interests in associates consist primarily of our interests in a number of individually
immaterial associates that are measured using the equity method.
As of December 31, 2023, 2024 and 2025, our interests in associates were RMB517.1 million,
RMB525.4 million, and RMB582.0 million, respectively. During the Track Record Period, the
change of interests in associates was attributable to the aggregate carrying amount of individually
immaterial associates and additional investment.
FINANCIAL INFORMATION
– 224 –


--- page 234 ---
Other Financial Assets
The following table sets forth a breakdown of our other financial assets as of the dates
indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,125,257 1,285,073 1,218,970
Financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,699,659 4,032,657 3,508,786
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,824,916 5,317,730 4,727,756
Other financial assets increased from RMB3,824.9 million as of December 31, 2023 to
RMB5,317.7 million as of December 31, 2024, primarily attributable to the increase in the balance
of financial products from RMB2,699.7 million as of December 31, 2023 to RMB4,032.7 million
as of December 31, 2024. Other financial assets decreased from RMB5,317.7 million as of
December 31, 2024 to RMB4,727.8 million as of December 31, 2025, primarily attributable to the
decrease in the balance of financial products from RMB4,032.7 million as of December 31, 2024
to RMB3,508.8 million as of December 31, 2025.
Our financial asset investments consist primarily of financial product investments with banks
and other financial institutions. For investments with financial institutions, our primary objective
is capital preservation. We prioritize low-risk, highly liquid financial products offered by reputable
banks and other financial institutions, such as principal-guaranteed wealth management products,
structured deposits, and certificates of deposit. We seek optimal returns through refined
management and price comparisons across multiple institutions, while strictly controlling foreign
exchange and liquidity risks and conducting strategic monitoring of risk management on an ongoing
basis.
In addition, we also hold equity investments in non-financial institutions. For equity
investments in non-financial institutions, we give priority to upstream and downstream enterprises
within the industrial chain that offer operational or technological synergies with our business,
adopting a prudent investment approach. Such equity investments are principally strategic in nature.
We have robust internal monitoring mechanisms and processes. The shareholders’ meeting and
the board of directors serve as the decision-making bodies for outbound investments, each making
decisions within their respective authority limits. The Strategy Committee of the Board acts as the
steering body for outbound investments, overseeing the coordination of analysis and research,
reviewing feasibility study reports, and making decisions based on comprehensive technical,
economic, and financial analyses. We have established internal controls including an investment
approval process, implementing hierarchical approval management based on investment type and
amount, and exercising full-process oversight and risk monitoring from annual planning to monthly
execution. In determining financial asset-related investment decisions, we evaluate each case on its
merits against factors including, but not limited to, the macroeconomic environment, overall market
conditions, risk controls, the creditworthiness of investees, our own working capital status, and
expected returns or potential losses. To limit exposure, we have sought, and may continue to seek,
additional low-risk financial assets in the future. We will continue to consider investing in financial
assets when surplus cash is available beyond short-term working capital needs, taking into account
the aforementioned factors in our best interests.
Following the completion of the Global Offering, our financial asset investments will be
subject to compliance with Chapter 14 of the Listing Rules.
FINANCIAL INFORMATION
– 225 –


--- page 235 ---
Other Non-current Assets
Our other non-current assets consist of (i) prepayments for non-current assets, (ii) V A T
recoverable, and (iii) others. As of December 31, 2023, 2024 and 2025, our other non-current assets
were RMB1,259.1 million, RMB84.5 million, and RMB119.5 million, respectively. Our other
non-current assets decreased from RMB1,259.1 million as of December 31, 2023 to RMB84.5
million as of December 31, 2024, primarily attributable to a decrease in prepayments for
construction of non-current assets from RMB1,247.5 million as of December 31, 2023 to RMB14.7
million as of December 31, 2024, mainly due to the transfer of prepayments for construction of
non-current assets to construction in progress. Our other non-current assets subsequently increased
to RMB119.5 million as of December 31, 2025, primarily attributable to the increase in
prepayments for construction of non-current assets from RMB14.7 million as of December 31, 2024
to RMB30.5 million as of December 31, 2025.
Derivative Financial Instruments
The following table sets forth a breakdown of our derivative financial instruments as of the
dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Derivative financial assets
Derivatives held for hedging purpose /H1100/H1100 – – 131,686
Derivative financial liabilities
Derivatives held for hedging purpose /H1100/H110040,635 11,060 42,414
As of December 31, 2023, 2024 and 2025, our derivative financial assets held for hedging
purpose were nil, nil, and RMB131.7 million, respectively, and our derivative financial liabilities
held for hedging purpose were RMB40.6 million, RMB11.1 million, and RMB42.4 million,
respectively. During the Track Record Period, the change of derivative financial instrument was
driven by the exchange rate fluctuations and our strategic hedging activities.
Inventories
The following table sets forth a breakdown of our inventories as of the dates indicated:
As of December 31,
2023 2024 2025
(RMB in thousands)
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,529,489 3,321,288 5,306,292
Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,391 36,366 55,824
Less: write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100(141,569) (124,100) (364,997)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,411,311 3,233,554 4,997,119
Our inventories increased from RMB2,411.3 million as of December 31, 2023 to RMB3,233.6
million as of December 31, 2024, and subsequently increased to RMB4,997.1 million as of
December 31, 2025, primarily ascribed to an increase of finished goods from RMB2,529.5 million
as of December 31, 2023 to RMB3,321.3 million as of December 31, 2024, and further increased
to RMB5,306.3 million as of December 31, 2025, mainly due to our strategic stocking of finished
goods in response to the business growth and in anticipation of future sales demand.
FINANCIAL INFORMATION
– 226 –


--- page 236 ---
We assess impairment to inventories from time to time during the Track Record Period and
may make provision to write down our inventories to their net realizable value if they become
expired or damaged, or their prices go down, and their net realizable value substantially decreases.
We believe we have made sufficient inventory provision during the Track Record Period, given that
our inventory impairment policy remained consistent throughout the period. In addition, there were
no significant market fluctuations and product pricing remained relatively stable during the Track
Record Period, which supports the adequacy of our inventory provisions. We recorded write-down
of inventories of RMB141.6 million, RMB124.1 million, and RMB365.0 million as of December
31, 2023, 2024 and 2025.
The following table provides an aging analysis of our inventories*, as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
0-180 days /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,457,636 3,273,621 5,048,559
181-360 days /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110077,817 59,831 274,979
Over 360 days /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,427 24,202 38,578
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,552,880 3,357,654 5,362,116
* Before write-down of inventories
The following table sets forth our inventory turnover days during the years indicated.
As of December 31,
2023 2024 2025
(days)
Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070.8 73.2 87.7
Note:
(1) Calculated as the average of the beginning and ending balances of net value of inventory for the year divided
by cost of sales for that year and multiplied by the number of days in that year (i.e. 365 days for a calendar
year).
Our inventory turnover days remained relatively stable at 70.8 days in 2023, and 73.2 days in
2024. Our inventory turnover days increased to 87.7 days in 2025, primarily due to our strategic
inventory buildup in support of business growth and supply chain planning. During 2025, in
response to evolving international trade and logistics conditions, we increased inventory purchases
and maintained higher inventory levels to reduce the impact to our business, potential uncertainties
in procurement, transportation and product availability. Maintaining additional inventory provided
greater flexibility in managing replenishment lead times, fulfilling customer demand and
controlling supply chain costs. As a result, our average inventory balance increased, leading to
higher inventory turnover days in 2025.
As of April 30, 2026, RMB4,184.5 million, or 78.0% of inventories outstanding as of
December 31, 2025, had been subsequently sold or utilized.
FINANCIAL INFORMATION
– 227 –


--- page 237 ---
Trade Receivables
The following table sets forth a breakdown of our trade receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade receivables
Amounts due from third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,608,955 1,743,652 1,972,163
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(81,137) (89,452) (99,539)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,527,818 1,654,200 1,872,624
Our trade receivables increased from RMB1,527.8 million as of December 31, 2023 to
RMB1,654.2 million as of December 31, 2024, and subsequently increased to RMB1,872.6 million
as of December 31, 2025, primarily attributable to an increase in amounts due from third parties
from RMB1,609.0 million as of December 31, 2023 to RMB1,743.7 million as of December 31,
2024, and further increased to RMB1,972.2 million as of December 31, 2025 mainly due to the
increased trade receivables from our various sales channels resulting from our increased sales
volume.
As of December 31, 2023, 2024 and 2025, we recorded loss allowances for trade receivables
of RMB81.1 million, RMB89.5 million and RMB99.5 million, respectively. For further details on
loss allowance for trade receivables, see Note 34(a) of the Accountants’ Report in Appendix I to this
Prospectus.
The following table sets forth an aging analysis of our gross trade receivables, net of
allowance for credit losses, based on the invoice date, as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,520,619 1,651,182 1,869,422
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,082 3,018 2,985
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 217
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 1 7––
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,527,818 1,654,200 1,872,624
The following table sets forth our trade receivables turnover days for the years indicated.
For the year ended December 31,
2023 2024 2025
(days)
Trade receivables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H110028.7 23.5 21.1
Note:
(1) Trade receivables turnover days for a period are calculated as the average of the opening and ending balances
of net value of trade receivables divided by revenue for the relevant period, and then multiplied by the number
of days in that period (i.e. 365 days for a calendar year).
FINANCIAL INFORMATION
– 228 –


--- page 238 ---
Our trade receivables turnover days were 28.7 days in 2023. Our trade receivables turnover
days decreased to 23.5 days in 2024 and further to 21.1 days in 2025, primarily due to our continued
enhancement of customer credit profile management.
As of April 30, 2026, RMB1,963.8 million, or 99.6% of our trade receivables outstanding as
of December 31, 2025, had been subsequently settled.
Prepayments and Other Receivables
The following table sets forth the details of our prepayments and other receivables as of the
dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,675 16,955 70,350
V A T recoverable/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100348,467 678,914 999,495
Return assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,984 68,349 64,533
Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100112,640 150,347 197,533
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,711) (15,756) (34,273)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100498,055 898,809 1,297,638
Our prepayments and other receivables increased from RMB498.1 million as of December 31,
2023 to RMB898.8 million as of December 31, 2024, primarily attributable to an increase in V A T
recoverable from RMB348.5 million as of December 31, 2023 to RMB678.9 million as of December
31, 2024. Our prepayments and other receivables further increased from RMB898.8 million as of
December 31, 2024 to RMB1,297.6 million as of December 31, 2025, primarily attributable to (i)
an increase in V A T recoverable from RMB678.9 million as of December 31, 2024 to RMB999.5
million as of December 31, 2025, and (ii) increased prepayments mainly for inventory from
RMB17.0 million as of December 31, 2024 to RMB70.4 million as of December 31, 2025.
As of April 30, 2026, RMB812.0 million, or 61.0% of our prepayments and other receivables
outstanding as of December 31, 2025, had been subsequently settled.
Term Deposits and Restricted Cash
Our term deposits and restricted cash consist primarily of (i) restricted cash, which was held
at bank as security deposits mainly for letter of credit, issuance of letter of guarantee or bills
payable, and (ii) term deposits. As of December 31, 2023, 2024 and 2025, our term deposits and
restricted cash were RMB276.2 million, RMB204.9 million, and RMB588.8 million, respectively.
Cash and Cash Equivalents
The following table sets forth the details of our cash and cash equivalents.
As of December 31,
2023 2024 2025
(RMB in thousands)
Cash at bank /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,646,193 2,222,702 2,887,197
Other monetary funds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100142,908 106,002 180,545
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,789,101 2,328,704 3,067,742
FINANCIAL INFORMATION
– 229 –


--- page 239 ---
Our cash and cash equivalents increased from RMB1,789.1 million as of December 31, 2023
to RMB2,328.7 million as of December 31, 2024, primarily attributable to an increase in cash at
bank from RMB1,646.2 million as of December 31, 2023 to RMB2,222.7 million as of December
31, 2024, mainly due to the increased profit and improved working capital turnover efficiency. The
cash and cash equivalents increased from RMB2,328.7 million as of December 31, 2024 to
RMB3,067.7 million as of December 31, 2025, respectively. See “— Liquidity and Capital
Resources — Cash Flow.”
Liabilities
Trade and Bills Payables
The following table sets forth a breakdown of our trade and bill payables as of the dates
indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,159,272 1,778,359 1,870,507
Bills payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100393,630 467,542 442,855
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,552,902 2,245,901 2,313,362
Our trade and bill payables increased from RMB1,552.9 million as of December 31, 2023 to
RMB2,245.9 million as of December 31, 2024, and subsequently increased to RMB2,313.4 million
as of December 31, 2025, primarily attributable to the increase in trade payables from RMB1,159.3
million as of December 31, 2023 to RMB1,778.4 million as of December 31, 2024, and
subsequently increased to RMB1,870.5 million as of December 31, 2025, mainly due to our higher
proactive inventory stocking, which led to a rise in unsettled payables.
We are generally granted a credit period ranging from 30 to 90 days by our suppliers on
purchases of goods. The following table sets forth the aging analysis of our trade payables based
on the invoice date as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,154,596 1,770,731 1,868,399
After 1 year but within
2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,494 6,303 1,634
After 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100182 1,325 474
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,159,272 1,778,359 1,870,507
The following table sets forth our trade payables turnover days for the years indicated.
As of December 31,
2023 2024 2025
(days)
Trade payables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034.4 38.1 38.9
Note:
(1) Trade payables turnover days for a period are calculated as the average of the opening and closing trade
payables balances divided by the cost of sales for the relevant period, and then multiplied by the number of
days in that period (i.e. 365 days for a calendar year).
FINANCIAL INFORMATION
– 230 –


--- page 240 ---
Our trade payables turnover days increased from 34.4 days in 2023, further increased to 38.1
days in 2024, primarily due to the more favorable payment terms we negotiated with our suppliers.
Our trade payables turnover days remained relatively stable at 38.1 days and 38.9 days in 2024 and
2025, respectively.
As of April 30, 2026, RMB1,809.1 million, or 96.7% of our trade payables outstanding as of
December 31, 2025, had been subsequently settled.
Other Payables
The following table sets forth the details of our other payables as of the dates indicated.
As of December 31,
2023 2024 2025
(RMB in thousands)
Payroll and welfare payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100606,648 1,376,657 1,250,861
Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,324 146,568 256,585
Refund liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,974 291,745 347,087
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100377,267 728,560 917,094
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,178,213 2,543,530 2,771,627
Our other payables increased from RMB1,178.2 million as of December 31, 2023 to
RMB2,543.5 million as of December 31, 2024, primarily attributable to an increase in payroll and
welfare payables from RMB606.6 million as of December 31, 2023, to RMB1,376.7 million as of
December 31, 2024, mainly driven by the increased staff compensation due to team expansion. Our
other payables subsequently increased to RMB2,771.6 million as of December 31, 2025, primarily
attributable to an increase in other payables from RMB728.6 million as of December 31, 2024 to
RMB917.1 million as of December 31, 2025, primarily attributable to the increase in operating fees
payables and other tax payables.
As of April 30, 2026, RMB880.9 million, or 31.8% of other payables outstanding as of
December 31, 2025, had been subsequently settled.
Contract Liabilities
Our contract liabilities primarily represent advance payments from customers upon which the
performance obligations have been established while the underlying services are yet to be provided.
Our contract liabilities increased from RMB137.4 million as of December 31, 2023,
RMB154.7 million as of December 31, 2024, and further to RMB552.5 million as of December 31,
2025, primarily attributable to increase in advanced payments from customers.
As of April 30, 2026, RMB417.6 million, or 75.6% of contract liabilities outstanding as of
December 31, 2025, had been subsequently settled.
Income Tax Payable
Our income tax payable was RMB167.8 million, RMB254.5 million and RMB275.9 million
in 2023, 2024 and 2025, respectively.
FINANCIAL INFORMATION
– 231 –


--- page 241 ---
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period and up to the Latest Practicable Date, we relied on cash and
cash equivalents and cash generated from business operations as the major sources of liquidity. We
intend to finance our future capital requirements in the same manner after the Global Offering. We
do not anticipate any material changes to the availability of financing to fund our operation in the
future.
Cash Flow
The following table sets forth our cash flows for the years indicated.
For the year ended December 31,
2023 2024 2025
(RMB in thousands)
Net cash generated from operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,429,913 2,745,459 480,807
Net cash (used in)/generated from
investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,453) (1,503,479) 306,007
Net cash used in financing activities /H1100/H1100/H1100/H1100(613,180) (809,833) (129,476)
Net increase in cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100812,280 432,147 657,338
Cash and cash equivalents at the
beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100928,610 1,789,101 2,328,704
Effect of foreign exchange rate changes /H1100 48,211 107,456 81,700
Cash and cash equivalents at the end of
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,789,101 2,328,704 3,067,742
Net Cash Generated from Operating Activities
Net cash generated from operating activities in 2025 was RMB480.8 million, which primarily
consists of profit before taxation of RMB2,922.5 million, partially offset by tax paid of RMB336.1
million, adjusted for certain non-cash and non-operating items. Adjustments primarily include
changes in working capital, mainly attributable to (i) an increase in inventories of RMB2,004.5
million, (ii) an increase in prepayments and other receivables of RMB432.1 million, and (iii) an
increase in trade receivables of RMB228.5 million, partially offset by an increase in contract
liabilities of RMB397.8 million.
Net cash generated from operating activities in 2024 was RMB2,745.5 million, which
primarily consists of profit before taxation of RMB2,348.3 million, partially offset by tax paid of
RMB200.0 million, adjusted for certain non-cash and non-operating items. Adjustments primarily
include changes in working capital, mainly attributable to (i) an increase in other payables of
RMB1,117.4 million, (ii) an increase in inventories of RMB804.8 million, (iii) an increase in trade
and bills payables of RMB693.0 million, (iv) an increase in prepayments and other receivables of
RMB398.8 million, and (v) an increase in trade receivables of RMB134.7 million. The amount was
further adjusted by other non-cash and non-operating items primarily including write-down of
inventories of RMB124.1 million partially offset by fair value change of other financial assets of
RMB237.3 million.
FINANCIAL INFORMATION
– 232 –


--- page 242 ---
Net cash generated from operating activities in 2023 was RMB1,429.9 million, which
primarily consists of profit before taxation of RMB1,812.5 million, partially offset by tax paid of
RMB87.2 million, adjusted for certain non-cash and non-operating items. Adjustments primarily
include changes in working capital, mainly attributable to (i) an increase in trade and bills payables
of RMB767.4 million, (ii) an increase in inventories of RMB956.6 million, (iii) an increase in trade
receivables of RMB322.2 million, and (iv) an increase in restricted cash of RMB114.7 million. The
amount was further adjusted by other non-cash and non-operating items primarily including
write-down of inventories of RMB141.6 million, partially offset by fair value changes of other
financial assets of RMB220.4 million.
Net Cash (Used in)/Generated from Investing Activities
Net cash generated from investing activities in 2025 was RMB306.0 million, which primarily
consists of proceeds from financial products of RMB4,725.7 million, partially offset by payments
for purchase of financial products of RMB4,272.7 million.
Net cash used in investing activities in 2024 was RMB1,503.5 million, which primarily
consists of (i) payments for purchase of financial products of RMB4,755.5 million, and
(ii) payments for purchase of property, plant and equipment, intangible assets and other non-current
assets of RMB428.9 million, partially offset by proceeds from financial products of RMB3,675.6
million.
Net cash used in investing activities in 2023 was RMB4.5 million, which primarily consists
of (i) payments for purchase of financial products of RMB3,086.4 million, (ii) payments for
purchase of property, plant and equipment, intangible assets and other non-current assets of
RMB70.3 million, and (iii) payments for interests in associates of RMB70.0 million, partially offset
by proceeds from financial products of RMB3,260.8 million.
Net Cash Used in Financing Activities
Net cash used in financing activities in 2025 was RMB129.5 million, which primarily consists
of (i) dividends paid to equity shareholders of the Company of RMB1,172.6 million, (ii) proceeds
from issuance of convertible bonds of RMB1,096.9 million, (iii) payments for acquisition of
non-controlling interests of RMB112.0 million, and (iv) repayment of bank loans of RMB1,051.3
million, partially offset by proceeds from bank loans of RMB1,076.2 million.
Net cash used in financing activities in 2024 was RMB809.8 million, which consists of (i)
dividends paid to equity shareholders of the Company of RMB1,131.9 million, and (ii) repayment
of bank loans of RMB710.5 million, partially offset by proceeds from bank loans of RMB1,372.4
million.
Net cash used in financing activities in 2023 was RMB613.2 million, which consists of (i)
dividends paid to equity shareholders of the Company of RMB487.7 million, and (ii) repayment of
bank loans of RMB433.0 million, partially offset by proceeds from bank loans of RMB444.9
million.
INDEBTEDNESS
As of April 30, 2026, being the Indebtedness Date for the purpose of the indebtedness
statement, we had total indebtedness of RMB3,108.2 million, including (i) bank loans, (ii) lease
liabilities, and (iii) bonds payable.
FINANCIAL INFORMATION
– 233 –


--- page 243 ---
The following table sets forth our indebtedness as of the dates indicated.
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(unaudited)
Current
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100270,345 595,818 710,638 880,566
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,574 54,164 81,922 88,986
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,202 1,930
Non-current
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100610,700 924,915 781,332 747,747
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,249 62,898 246,331 283,902
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,097,400 1,105,100
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,016,868 1,637,795 2,918,825 3,108,231
Bank Loans
Our bank loans are RMB881.0 million, RMB1,520.7 million, and RMB1,492.0 million as of
December 31, 2023, 2024 and 2025, respectively. The interest rates of our bank loans range from
0.665% to 4.260% during the Track Record Period. As of April 30, 2026, our unutilized banking
facilities were RMB3,441.4 million.
As of December 31,
As of
April 30,
2023 2024 2025 2026
(RMB in thousands)
(unaudited)
Unsecured and unguaranteed /H1100/H1100169,778 399,531 567,318 737,505
Guaranteed but not secured /H1100/H1100/H1100611,267 453,514 394,768 380,864
Secured but not guaranteed /H1100/H1100/H1100100,000 53,843 – –
Secured and guaranteed /H1100/H1100/H1100/H1100/H1100– 613,845 529,884 509,944
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100881,045 1,520,733 1,491,970 1,628,313
As at December 31, 2023, 2024 and 2025, bank loans obtained by us through pledge of
deposits and properties amounted to RMB100.0 million, RMB667.7 million, and RMB529.9
million, respectively. During the Track Record Period, the bank loans guaranteed but not secured
were to our subsidiaries and guaranteed by the Company, the bank loans secured but not guaranteed
were secured by cash, and the bank loans secured and guaranteed were to a subsidiary secured by
properties held by the Group and guaranteed by the Company.
During the Track Record Period and up to the Latest Practicable Date, we did not violate any
material covenant in our bank loans or experience any default in payment of our bank loans, nor
did we experience any difficulty in obtaining bank or other borrowings.
Lease Liabilities
Our lease liabilities including current and non-current portions, primarily relate to the
properties we leased as our offices. Our lease liabilities decreased from RMB135.8 million as of
December 31, 2023 to RMB117.1 million as of December 31, 2024, primarily due to the expiration
of certain leases. Our lease liabilities subsequently increased to RMB328.3 million as of December
31, 2025 and further to RMB372.9 million as of April 30, 2026, primarily driven by additional
leasing of office buildings and warehouses resulting from our business growth.
FINANCIAL INFORMATION
– 234 –


--- page 244 ---
Bonds Payable
Our bonds payable amounted to nil, nil and RMB1,098.6 million as of December 31, 2023,
2024 and 2025. As of April 30, 2026, our bonds payable amounted to RMB1,107.0 million. The
fluctuations in the amount were primarily attributable to the public issuance of convertible bonds
in June 2025.
Specifically, on June 16, 2025, we conducted a public issuance of convertible bonds with a
total value of RMB1,104.8 million at par value of RMB100 each with a maturity period of six years.
Fund raised amounted to RMB1,092.5 million after deduction of issuance cost of RMB12.4 million.
The initial conversion price of the convertible bonds is RMB111.94 per share. The coupon rate
of the convertible bonds is 0.20% for the first year, 0.40% for the second year, 0.60% for the third
year, 1.50% for the fourth year, 1.80% for the fifth year and 2.00% for the sixth year.
Except as otherwise disclosed under the sections titled “— Indebtedness,” as of April 30,
2026, we did not have any material bank overdrafts, loans, or other similar indebtedness, liabilities
under acceptances or acceptance credits, debentures, mortgages, charges, other recognized lease
liabilities, guarantees, or other material contingent liabilities. Our Directors confirm that there have
been no material changes in our indebtedness since April 30, 2026 and up to the date of this
Prospectus.
CAPITAL EXPENDITURES
Our historical capital expenditures principally comprise expenditure for purchase of property,
plant and equipment, intangible assets and other non-current assets. The following table sets forth
our capital expenditures for the years indicated. We have funded our capital expenditures during the
Track Record Period mainly from cash generated from operating activities and debt financings. We
may adjust our capital expenditures for any given period according to our development plans or in
light of market conditions and other factors we believe to be appropriate.
Payments for property, plant and equipment, intangible assets and other non-current assets
amounted to RMB70.3 million and RMB428.9 million for the years ended December 31, 2023 and
2024, respectively, and RMB365.1 million for the year ended December 31, 2025.
We will continue to make capital expenditures to support the expected growth of our business
and our expansion plans. For details, see “Future Plans and Use of Proceeds — Use of Proceeds.”
We intend to fund these future capital expenditures with financial resources available to us,
including our existing cash and bank balances, cash flows generated from our operating activities
and net proceeds from the Global Offering.
CAPITAL COMMITMENTS
As of December 31, 2023 and 2024, we had capital commitments related to the acquisition of
property, plant and equipment and intangible assets in an aggregate amount of RMB308.4 million
and RMB116.1 million, respectively. As of December 31, 2025, we did not have any material capital
commitments.
FINANCIAL INFORMATION
– 235 –


--- page 245 ---
KEY FINANCIAL RATIOS
The following table sets forth our selected key financial ratios as of the dates/for the years
indicated:
As of/For the year ended December 31,
2023 2024 2025
Current ratio (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.7 2.1 2.4
Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.0 1.5 1.6
Net gearing ratio (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A N/A
Revenue growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022.9% 41.1% 23.5%
Gross profit margin (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042.7% 43.1% 43.9%
Net profit margin (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009.7% 8.9% 8.6%
Return on equity (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022.4% 25.6% 26.4%
Return on assets (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014.8% 15.1% 14.3%
Notes:
(1) Current ratio is calculated as total current assets divided by total current liabilities, as of December 31, 2023,
2024, and 2025.
(2) Quick ratio is calculated as total current assets less inventories divided by total current liabilities, as of
December 31, 2023, 2024, and 2025.
(3) Net gearing ratio is calculated as net debt divided by total equity. Net debt is calculated as the sum of bank
loans, bonds payable, lease liabilities, less cash and cash equivalents, as of December 31, 2023, 2024, and
2025. The Company is in net cash position as of December 31, 2023, 2024 and 2025 and therefore, the net
gearing ratio for 2023, 2024 and 2025 is marked as N/A.
(4) Gross profit margin represents gross profit in the year as a percentage of total revenue in 2023, 2024, and 2025.
(5) Net profit margin represents profit for the year as a percentage of total revenue in 2023, 2024, and 2025.
(6) Return on equity is calculated as profit for the year divided by the average of the opening and closing balances
of total equity in 2023, 2024, and 2025 and multiplied by 100%.
(7) Return on assets is calculated as profit for the year divided by the average of the opening and closing balances
of total assets in 2023, 2024, and 2025 and multiplied by 100%.
See “— Major Factors Affecting Our Results of Operations” for a discussion of the factors
affecting our gross profit margin and net profit margin during the relevant periods.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. During the Track Record
Period, we rendered loans to related parties and the loans were interest bearing and in compliance
with the relevant laws and regulations. For details of our related party transactions, see Note 36 to
the Accountants’ Report included in Appendix I to this Prospectus.
Our Directors are of the view that each of the related party transactions set out in Note 36 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 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.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we did not have any material off-balance sheet arrangement.
FINANCIAL INFORMATION
– 236 –


--- page 246 ---
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT FINANCIAL RISK
We are exposed to a variety of market and other financial risks, including foreign currency
risk, credit risk, liquidity risk and capital management risk. We manage and monitor these exposures
to ensure appropriate measures are implemented in a timely and effective manner.
Credit Risk: Our credit risk primarily arises from trade and other receivables, while exposure
from cash and cash equivalents is limited as they are placed with reputable banks and financial
institutions. We maintain a credit policy and monitor credit risk on an ongoing basis. During the
Track Record Period. We measures loss allowances for trade receivables at an amount equal to
lifetime ECLs, which is calculated using a provision matrix. We measure loss allowances for other
receivables at an amount equal to 12-month ECLs unless there has been a significant increase in
credit risk.
Liquidity Risk: We regularly monitor liquidity requirements to ensure sufficient reserves of
cash and readily realizable marketable securities and adequate committed lines of funding from
major financial institutions to meet short- and long-term obligations. Financial liabilities are based
on contractual undiscounted cash flows and earliest payment dates.
Currency Risk: We are exposed to currency risk primarily through sales and purchases which
give rise to receivables, payables and cash balances that are denominated in a foreign currency. The
currencies giving rise to this risk are primarily USD, Euro (“EUR”), GBP , RMB and JPY . We
regularly monitor our net exposure to ensure that it is kept to an acceptable level by buying or
selling foreign currencies at spot rates when necessary to address short-term imbalances.
DIVIDENDS
We have adopted both Articles of Association and a separate dividend guideline governing the
principles and considerations applicable to dividend distributions. Pursuant to our dividend
guideline, dividend distributions are determined with a view to balancing shareholder returns and
the Company’s long-term development needs. Our Board considers a range of factors, including the
Company’s financial performance, cash flow, capital requirements, development stage, investment
plans, debt repayment capability and other relevant circumstances, and seeks to maintain a stable
and sustainable dividend policy while preserving sufficient resources to support the Company’s
future growth. In addition, our dividend guideline provides that we shall distribute no less than 10%
of our distributable profits realized in the current year as cash dividends annually.
However, we do not have a formal dividend policy on a pre-determined fixed dividend payout
ratio. During the Track Record Period, we have paid dividend of RMB487.7 million, RMB1,131.9
million and RMB1,172.6 million for the year ended December 31, 2023 and 2024 and 2025,
respectively. According to applicable laws in the PRC and our Articles of Association, we will, in
principle, declare cash dividend distribution annually after the conclusion of our annual general
meeting of shareholders, and may also distribute interim cash dividends based on our profitability
and capital requirements, provided that it meets the conditions for cash dividends while ensuring
our normal operations and long-term development. In conjunction with the aforementioned cash
dividend distributions, we may also distribute stock dividend.
WORKING CAPITAL SUFFICIENCY
Our Directors are of the opinion, and the Joint Sponsors concur, that, taking into account the
financial resources available to our Group, including the estimated net proceeds from the Global
Offering and the expected cash flows generated from operating activities, we have sufficient
working capital for our present requirements and for the next 12 months from the date of this
Prospectus.
DISTRIBUTABLE RESERVES
As of December 31, 2025, our retained earnings was RMB3,720.6 million, which represents
our distributable reserves.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as underwriting
fees and commissions, and (ii) non-underwriting-related expenses, comprising professional fees
paid to our legal advisers and reporting accountants for their services rendered in relation to the
FINANCIAL INFORMATION
– 237 –


--- page 247 ---
Listing and the Global Offering, and other fees and expenses. Assuming full payment of the
discretionary incentive fee, the estimated total listing expenses (based on the Offer Price of
HK$99.32 and assuming that the Offer Size Adjustment Option and the Over-allotment Option are
not exercised) for the Global Offering are approximately RMB94.7 million, accounting for
approximately 2.4% of our gross proceeds. Among such estimated total listing expenses, we expect
to pay underwriting-related expenses of RMB44.2 million, professional fees for our legal advisers
and reporting accountants of RMB30.4 million and other fees and expenses of RMB20.0 million.
An estimated amount of RMB10.0 million for our listing expenses was and is expected to be
expensed through the consolidated statements of profit or loss and other comprehensive income and
an estimated amount of RMB84.6 million is expected to be recognized directly as a deduction from
equity upon the Listing. We did not recognize any listing expenses in 2023 and 2024. We recognized
listing expenses of RMB0.6 million through profit and loss in 2025.
Recent Developments
Unaudited Financial Information for the Three Months Ended March 31, 2026
Our revenue increased by RMB1,614.3 million, or 26.9%, from RMB5,993.4 million for the
three months ended March 31, 2025 to RMB7,607.6 million for the three months ended March 31,
2026, primarily due to an increase in the revenue generated from smart charging and power storage,
and to a lesser extent to an increase in the revenue generated from smart home and smart audio and
video. Total sales volume of our three major product categories increased from 28.1 million units
to 31.7 million units, while the average selling price rose from RMB213.1 per unit to RMB240.1
per unit over the same periods.
Our cost of sales increased by RMB912.7 million, or 26.5%, from RMB3,441.8 million for the
three months ended March 31, 2025 to RMB4,354.4 million for the three months ended March 31,
2026, generally in line with our revenue growth in the same period.
Our gross profit increased by RMB701.6 million, or 27.5%, from RMB2,551.6 million for the
three months ended March 31, 2025 to RMB3,253.2 million for the three months ended March 31,
2026. Our gross profit margin remained stable, increasing slightly from 42.6% for the three months
ended March 31, 2025 to 42.8% for the three months ended March 31, 2026.
Our research and development expenses increased by RMB251.2 million, or 45.3%, from
RMB554.1 million for the three months ended March 31, 2025 to RMB805.3 million for the three
months ended March 31, 2026, primarily attributable to the expansion of R&D activities, increase
in the compensation of R&D personnel and corresponding outsourced service expenses, as well as
increase in depreciation and amortization expenses.
Our selling and distribution expenses increased by RMB177.0 million, or 13.8%, from
RMB1,279.9 million for the three months ended March 31, 2025 to RMB1,456.8 million for the
three months ended March 31, 2026, primarily attributable to the increased platform service fees
and commission expenses, as well as warehousing and rental expenses and outsourced service
expenses driven by our business expansion.
Our general and administrative expenses increased by RMB39.2 million, or 15.6%, from
RMB251.4 million for the three months ended March 31, 2025 to RMB290.7 million for the three
months ended March 31, 2026, primarily attributable to the increased professional service fees,
depreciation and amortization expenses, and bank charges and payment processing fees driven by
our business expansion.
Our other income and losses, net decreased from a gain of RMB122.6 million for the three
months ended March 31, 2025 to a loss of RMB118.1 million for the three months ended March 31,
2026, primarily attributable to the decrease in the fair value of our other financial assets and
increase in foreign exchange losses.
FINANCIAL INFORMATION
– 238 –


--- page 248 ---
As a result of the foregoing, our profit for the period decreased by 10.2% from RMB524.3
million for the three months ended March 31, 2025 to RMB470.9 million for the same period of
2026.
Our total assets increased from RMB20,066.9 million as of December 31, 2025 to
RMB20,228.4 million as of March 31, 2026, primarily reflecting our business growth. Our total
liabilities decreased from RMB9,355.2 million as of December 31, 2025 to RMB8,884.2 million as
of March 31, 2026. Our net assets increased from RMB10,711.7 million as of December 31, 2025
to RMB11,344.2 million as of March 31, 2026, primarily attributable to the profit of RMB470.9
million recorded for the three months ended March 31, 2026.
For the three months ended March 31, 2026, our net cash used in operating activities was
RMB450.6 million, which was primarily attributable to profit before taxation of RMB558.7 million,
partially offset by tax paid of RMB141.2 million, adjusted for certain non-cash and non-operating
items, including (i) increase in inventories from RMB4,997.1 million as of December 31, 2025 to
RMB5,568.9 million as of March 31, 2026 and (ii) a decrease in contract liabilities from RMB552.5
million as of December 31, 2025 to RMB335.4 million as of March 31, 2026.
Our unaudited condensed consolidated interim financial information for the three months
ended March 31, 2026 has been reviewed by our Reporting Accountants in accordance with Hong
Kong Standard on Review Engagements 2410, Review of Interim Financial Information Performed
by the Independent Auditor of the Entity, as issued by the Hong Kong Institute of Certified Public
Accountants. For details, see Appendix IA to this Prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of the Prospectus, there had been no material
adverse change in our financial, operational or trading position, indebtedness, contingent liabilities
or prospects since December 31, 2025, being the end date of the periods reported on in the
Accountants’ Report set out in Appendix I to this Prospectus, and there had been no event since
December 31, 2025, that would materially affect the information shown in the Accountants’ Report
set out in Appendix I to this Prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, except for the amounts due from related parties as disclosed in this
section, as of the Latest Practicable Date, there were no circumstances that would give rise to a
disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
Please refer to “Appendix II – Unaudited Pro Forma Financial Information” for further details.
FINANCIAL INFORMATION
– 239 –


--- page 249 ---
FUTURE PLANS
See “Business — Our Growth Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$4,522.7 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, assuming the Offer Size Adjustment Option
and the Over-allotment Option are not exercised and an Offer Price of HK$99.32 per Offer Share.
In line with our strategies, we intend to use the net proceeds for the following purposes,
subject to changes with respect to our evolving business needs and changing market conditions:
 Approximately 20.0% or HK$904.5 million will be allocated to drive product iteration
and innovation as well as to expand product categories. We remain committed to a
user-centric approach, continuously advancing and innovating our existing product lines
while focusing on shallow-sea markets. By leveraging real world usage scenarios, we
aim to create differentiated products and expand our product portfolio. In particular:
(i) Approximately 14.0% or HK$633.2 million of the net proceeds will be allocated
to advance our current product categories, including smart charging and power
storage, smart home, and smart audio and video by integrating technological
breakthroughs and user feedback. This includes enhancing energy efficiency,
portability, and safety for smart charging and power storage products; improving
connectivity for smart home products; increasing cleaning performance for smart
cleaning products; and elevating sound and picture quality for smart audio and
video products.
Under smart charging and power storage segment, we plan to launch the following
three new sub-category products: (i) charging products equipped with core
technologies in power semiconductors, module packaging, and conversion
topology in 2027; (ii) advanced backup power storage products in 2027; and (iii)
intelligent residential energy storage products in 2028. Under smart home products
segment, we plan to launch the following two new sub-category products: (i)
security products equipped with advanced imaging and connectivity technologies,
supporting edge-side deployment in 2026; (ii) cleaning robots equipped with
advanced cleaning technologies and edge-side deployment in 2027; and (iii)
maternal and infant smart home products. Under smart audio and video products,
we plan to launch the following two new sub-category products: (i) development
of key component and new material technologies for headphones in 2027; and (ii)
development of optical engine technologies for projectors targeting new
application scenarios in 2027. We will also continuously develop second- and
third-generation of the above products over the next three to five years.
(ii) Approximately 6.0% or HK$271.4 million of the net proceeds will be allocated to
the development of new product categories, with a focus on emerging fields, such
as intelligent interactive agent, over the next five years. By exploring diverse
application scenarios, we aim to introduce a broader range of intelligent products
that meet evolving consumer needs.
FUTURE PLANS AND USE OF PROCEEDS
– 240 –


--- page 250 ---
 Approximately 20.0% or HK$904.5 million will be allocated to R&D and talent
acquisition focusing on development of underlying platforms and capabilities,
strengthening our technological foundation to support ongoing innovation and global
expansion. In particular:
(i) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to the construction and upgrading of R&D centers and specialized laboratories,
which will serve as the hubs for our technology innovation. Our R&D centers are
primarily used for the research and development of new products and product
upgrades, while our specialized laboratories are mainly dedicated to specific
technology-focused functions, such as advanced battery packaging, charging heat
dissipation and speaker acoustics. The R&D centers and specialized laboratories
will be equipped to rapidly respond to market demands, facilitate flexible
prototyping, product design, testing, and technical iteration. For R&D center, we
plan to establish an R&D center in Shenzhen, PRC, by 2030. For specialized
laboratories, we plan to establish specialized laboratories for different product
categories, enabling the application of frontier technologies across various smart
devices. For charging and power storage products, we plan to establish an
advanced power packaging verification and testing laboratory in Shenzhen,
primarily responsible for packaging verification and testing of power module
products. Construction is scheduled to complete by 2030. We also plan to establish
a charging products thermal design laboratory in Shenzhen, mainly tasked with
integrated design, testing, and verification of power thermal solutions.
Construction is expected to start in 2026 and be completed in 2028. The new
specialized laboratories for charging and power storage products will offer
dedicated experimental facilities for future technologies — particularly advanced
packaging and high-efficiency thermal management. For smart audio and video
products, we plan to establish an NPI (New Product Introduction) laboratory in
Shenzhen by 2027, with primary beneficiary categories including earphones and
speakers. We also plan to establish a speaker acoustics and spatial audio laboratory
in Shenzhen by 2028, featuring an anechoic chamber for loudspeaker development.
(ii) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to recruit talents with strong research backgrounds in fields such as advanced
charging technologies, intelligent power management, intelligent acoustic
algorithms, and intelligent interactive agent. We seek to utilize these technological
innovations to ensure support for our product development and innovation.
Over the next five years, we plan to expand our research and development team
across several key technology areas. For advanced charging technologies and
intelligent power management, we expect to recruit approximately 30–35
additional engineers, comprising a mix of hardware, software, testing and project
management personnel. For intelligent acoustic algorithms, we plan to recruit
approximately 30 professionals across hardware, algorithm development, and
simulation and testing functions. For intelligent interactive agent development, we
expect to recruit approximately 70–80 professionals across hardware engineering,
algorithm development, and simulation and testing.
 Approximately 15.0% or HK$678.4 million will be allocated to enhance our brand’s
appeal and deepen consumer loyalty. In particular:
(i) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to strengthen our differentiated channel strategy, establishing touchpoints across
social media, e-commerce platforms, and offline retail to achieve broad and
meaningful brand presence. We plan to conduct joint marketing with well-known
and top-tier brands. We also plan to sponsor major global events and collaborate
with leading entertainment and cultural brands, including popular video games,
FUTURE PLANS AND USE OF PROCEEDS
– 241 –


--- page 251 ---
sports events, music festivals, art exhibitions and film festivals. Through multi-
channel marketing campaigns, we aim to create content that is immersive and
emotionally engaging. In addition, we will upgrade our digital marketing network
to increase the reach and engagement of customized content.
(ii) Approximately 5.0% or HK$226.1 million of the net proceeds will be allocated to
strengthen membership programs, offering exclusive benefits such as exclusive
gifts, after-sales support, and other benefits to promote member engagement.
Over the next five years, we plan to enhance our membership program by offering
additional benefits, such as improved delivery and logistics services and other
value-added perks, including electronic vouchers. We also intend to upgrade our
membership management and data systems to better understand customer behavior
and improve member engagement, including tools for customer communications,
loyalty points and direct-store operations.
 Approximately 20.0% or HK$904.5 million will be allocated to strengthen our
direct-to-consumer global market strategy. In particular:
(i) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to open self-owned offline retail stores and experience centers in major cities
globally, reinforcing our brand image and fostering closer customer engagement.
Building on the successful operation of our self-owned offline retail stores in
Japan, which have strengthened customer engagement, enhanced brand visibility
and improved the overall user experience, we plan to gradually replicate and
expand this retail model in other markets. As part of this strategy to strengthen our
offline presence and deepen customer interaction, over the next five years, we plan
to expand our physical presence by opening self-owned offline retail stores and
experience centers across North America (e.g., the U.S., Canada), Europe (e.g.,
UK, Germany) and Chinese mainland. We expect to open a total of approximately
100 self-owned offline retail stores and experience centers during this period, with
a phased rollout to support market development and brand engagement.
Meanwhile, we will increase investment in our official websites, optimizing the
user interface and shopping experience to boost online conversion, thereby
building an integrated global direct sales network that connects both online and
offline channels.
(ii) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to expand our local operations and sales teams, establish after-sales service
centers, and appoint regional managers to deepen market penetration and drive
growth across our full range of product categories.
Over the next five years, we plan to expand our operations and sales teams by
approximately 200 to 300 personnel. In parallel, to strengthen our after-sales
service capabilities, we expect to establish around 15 third-party service centers
through partnerships with service providers, as well as approximately five
self-operated after-sales service centers across North America (e.g., Canada),
Europe (e.g., Germany) and Chinese mainland.
 Approximately 20.0% or HK$904.5 million will be allocated to upgrade supply chain
management to support ongoing global expansion efforts. In particular:
(i) Approximately 10.0% or HK$452.3 million of the net proceeds will be allocated
to building a global logistics infrastructure to enhance the global reach of our
supply chain. We plan to primarily lease the warehouse, and the proceeds will be
used to fund the related rental expenses and renovation costs. By investing in
self-operated warehouses in key regions, we aim to increase logistics
responsiveness and improve inventory turnover efficiency. Over the next five
years, we plan to further enhance the automation level and operational efficiency
of our existing self-operated warehouses in established markets, including North
FUTURE PLANS AND USE OF PROCEEDS
– 242 –


--- page 252 ---
America (e.g., the U.S., Canada), Europe (e.g., UK, Germany) and Chinese
mainland, through the deployment of advanced warehousing technologies and
automation systems. Separately, in emerging markets, including the Middle East
(e.g., Saudi Arabia and the UAE), Latin America (e.g., Mexico and Brazil) and
Australia, we intend to increase investment across the broader logistics and
distribution network, including warehousing, transportation, fulfillment and last-
mile delivery capabilities, to establish and strengthen local infrastructure that
supports our long-term growth and customer service objectives. This expanded
global logistics layout will strengthen our order fulfillment capabilities during
peak seasons and promotional periods, reduce cross-border logistics costs, and
enhance the overall customer experience, while boosting the stability and
flexibility of our supply chain.
(ii) Approximately 5.0% or HK$226.1 million of the net proceeds will be allocated to
the development of digitalized systems for supply chain management, covering
modules such as procurement management, inventory control, order fulfillment,
and logistics tracking. These initiatives will enable end-to-end digitalization and
intelligent management of the supply chain.
(iii) Approximately 5.0% or HK$226.1 million of the net proceeds will be allocated to
expand our overseas procurement teams and establish local procurement
operations globally. This may include staff training and optimization of production
capabilities together with our manufacturing partners, allowing us to better control
raw material costs, improve supply chain flexibility, and strengthen our command
over the global supply network.
 Approximately 5.0% or HK$226.1 million will be allocated for working capital and
general corporate purposes.
The additional net proceeds that we would receive if the Offer Size Adjustment and the
Over-allotment Option were exercised in full would be HK$1,475.6 million (assuming an Offer
Price of HK$99.32 per H Share. We intend to apply the additional net proceeds to the above uses
on a pro rata basis.
To the extent that the net proceeds of the Global Offering are not immediately used for the
above purposes, we will only hold such funds in 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). In such event, we will
comply with the appropriate disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
– 243 –


--- page 253 ---
HONG KONG UNDERWRITERS
(in alphabetical order)
China International Capital Corporation Hong Kong Securities Limited
Goldman Sachs (Asia) L.L.C.
J.P . Morgan Securities (Asia Pacific) Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 4,663,300 Hong
Kong Offer Shares and the International Offering of initially 41,969,500 International Offer Shares,
subject to, in each case, reallocation on the basis as described in the section headed “Structure of
the Global Offering” as well as the Offer Size Adjustment Option and the Over-allotment Option
(applicable only to the International Offering).
UNDERWRITING ARRANGEMENTS
Hong Kong Public Offering
Hong Kong Underwriting Agreement
We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong
Kong Underwriters on June 22, 2026. Pursuant to the Hong Kong Underwriting Agreement, we are
offering 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 set out in this prospectus, the Hong Kong Underwriting
Agreement and on the designated website at www.eipo.com.hk .
Subject to (a) the Listing Committee granting listing of, and permission to deal in, our H
Shares in issue and to be issued pursuant to the Global Offering (including additional H Shares
which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the
Over-allotment Option) and the listing and permission not having been revoked; and (b) certain
other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
have agreed severally (but not jointly) to subscribe for, or procure subscribers for, their respective
applicable proportions of the Hong Kong Offer Shares being offered but which are not taken up
under the Hong Kong Public Offering, on the terms and conditions set out in this prospectus, the
Hong Kong Underwriting Agreement and on the designated website at www.eipo.com.hk .
If, for any reason, the Offer Price is not agreed between us and the Overall Coordinators (on
behalf of the Underwriters) by 12:00 noon on Monday, June 29, 2026, the Global Offering will not
proceed.
The Hong Kong Underwriting Agreement is conditional upon and subject to, among other
things, the International Underwriting Agreement having been entered into, becoming unconditional
and not having been terminated.
UNDERWRITING
– 244 –


--- page 254 ---
Grounds for Termination
The Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters), can, in its sole and absolute discretion, by a notice in writing to us, terminate the
Hong Kong Underwriting Agreement with immediate effect if, at any time at or prior to 8:00 a.m.
on the Listing Date:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
or a development involving a prospective change in existing laws or regulations,
or the interpretation or application thereof by any court or any competent Authority
in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the
European Union (or any member thereof), Japan, Singapore, or other jurisdictions
relevant to the Group or the Global Offering (each a “ Relevant Jurisdiction ” and
collectively, the “ Relevant Jurisdictions ”); 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, Taxation, equity securities or currency exchange rate or controls or any
monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong dollar, United
States dollar or Renminbi against any foreign currencies, a change in the system
under which the value of the Hong Kong dollar is linked to that of the United States
dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions 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 Y ork Stock Exchange, the NASDAQ Global Market or
the London Stock Exchange; or (ii) the trading in any securities of our 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) the issue or requirement to issue by our Company of a supplement or amendment
to this prospectus or the Offering Documents (as defined below) 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
UNDERWRITING
– 245 –


--- page 255 ---
(vii) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a member of our Group
or a director or a senior management member of any member of our Group 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 member of our Group 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 the 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 our Group or in respect of which any member of our Group is liable
prior to its stated maturity; or
(x) any non-compliance of this prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC filings or any aspect of the Global Offering with the
Listing Rules or any other applicable laws; or
(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 of the Controlling Shareholders or any Director or
senior management members as named in this prospectus; or
(xii) any contravention by member of our Group or any Director of the Listing Rules or
applicable laws; or
(xiii) any event, act or omission which gives rise or is likely to give rise to any liability
of the Indemnifying Party pursuant to the indemnities in this Agreement; or
(xiv) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in this prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters): (A) has or will or may have a material adverse effect, whether directly
or indirectly, on the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or condition,
financial or otherwise, or performance of our Company or the Group as a whole; (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; (C) or 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
Hong Kong Public Offering Documents, the Disclosure Package, the Preliminary
Offering Circular, the Offering Circular and any other announcement, document,
materials, communications or information made, issued, given, released, arising out of
or used in connection with or in relation to the contemplated offering and sale of the
Offer Shares or otherwise in connection with the Global Offering, including (the
“Offering Documents ”); 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
UNDERWRITING
– 246 –


--- page 256 ---
(b) there comes to the notice of any of the Joint Sponsors and the Sponsor-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 or other
documents issued or used 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, or has become untrue,
incorrect, inaccurate in any material respect or misleading; or that any estimate,
forecast, expression of opinion, intention or expectation contained in any such
documents, was, when it was issued, or has become unfair or misleading in any
respect or based on untrue, dishonest or unreasonable assumptions or given in bad
faith; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission form or material 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 in the Hong Kong Underwriting Agreement or the
International Underwriting Agreement; or
(iv) any breach of any of the obligations or undertakings imposed upon our Company
to the Hong Kong Underwriting Agreement, the International Underwriting
Agreement or the cornerstone investment agreements, or any material breach of
any of the obligations or undertakings imposed upon any cornerstone investor to
the cornerstone investment agreements; or
(v) there is any change or development involving a prospective change, constituting or
having a material adverse effect; or
(vi) that the Chairman of the Board, any Director or any member of senior management
of our Company named in this prospectus seeks to retire, or is removed from office
or vacating his/her office; or
(vii) any Director or any member of senior management of our Company named in this
prospectus is being charged with an indictable offence or prohibited by operation
of law or otherwise disqualified from taking part in the management or taking
directorship of a company;
(viii) our Company withdraws this prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(ix) 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 Offer Size Adjustment Option and 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
(x) any person has withdrawn its consent to the issue of this prospectus with the
inclusion of its reports, letters and/or legal opinions (as the case may be) and
references to its name included in the form and context in which it respectively
appears; or
(xi) 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
(xii) any person has withdrawn or sought to withdraw its consent to being named in any
of the Offering Documents or to the issue of any of the Offering Documents; 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
UNDERWRITING
– 247 –


--- page 257 ---
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 Sponsor-OCs, the issue or requirement to issue by our Company of a
supplement or amendment to the CSRC filings pursuant to the CSRC Rules or upon
any requirement or request of the CSRC; or (C) any non-compliance of the CSRC
filings with the CSRC Rules or any other applicable laws; or
(xv) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the cornerstone investment agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled, 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.
Indemnity
We have agreed to indemnify the Hong Kong Underwriters for certain losses which they may
suffer or incur, including losses arising from their performance of their obligations under the Hong
Kong Underwriting Agreement and any breach by our Company of the Hong Kong Underwriting
Agreement.
The Hong Kong Underwriters’ Interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the
Latest Practicable Date, none of the Hong Kong Underwriters was interested directly or indirectly
in any Shares or any securities of any member of our Group or had any right or option (whether
legally enforceable or not) to subscribe for or purchase, or to nominate persons to subscribe for or
purchase, any Shares or any securities of any member of our Group.
The Hong Kong Underwriters and their affiliates may, subject to applicable laws and
regulations and in their ordinary and usual course of business, (i) provide financing in connection
with the subscription for, or purchase of, our securities with security interests over all or part of
such securities subscribed or purchased, and/or (ii) participate in or facilitate the subscription for,
or purchase of, our securities.
Lock Up Arrangement
Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules
(A) Undertaking by our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Hong Kong Stock
Exchange that we will not exercise our power to issue further Shares, or securities convertible into
Shares (whether or not of a class already listed), or form the subject of any agreement to such an
issue within six months from the Listing Date (whether or not such issue of Shares or securities will
be completed within six months from the Listing Date) except the Offer Shares to be issued pursuant
to the Global Offering (including any additional Shares which may be issued pursuant to the
exercise of the Offer Size Adjustment Option and/or the Over-allotment Option), or under any of
the circumstances provided under Rule 10.08 of the Listing Rules.
(B) Undertakings by each of our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has
undertaken to the Hong Kong Stock Exchange and us that, except pursuant to the Global Offering,
the shareholder will not and will procure that the relevant registered holder(s) will not (without the
prior written consent of the Hong Kong Stock Exchange or unless otherwise in compliance with the
applicable requirements of the Listing Rules):
(i) in the period commencing on the date by reference to which disclosure of the
shareholder’s holding of Shares is made in this prospectus and ending on the date which
is six months from the Listing Date (the “ First Six-month Period ”), directly or
UNDERWRITING
– 248 –


--- page 258 ---
indirectly dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances in respect of, any of our Shares (or our other
securities) in respect of which the shareholder is shown in this prospectus to be the
beneficial owner; or
(ii) in the period of six months from the expiry of the First Six-month Period (the “ Second
Six-month Period ”), directly or indirectly, dispose of, nor enter into any agreement to
dispose of or otherwise create any options, rights, interests or encumbrances in respect
of, any of the Shares or securities referred to in (i) above if, immediately following the
disposal or upon the exercise or enforcement of the options, rights, interests or
encumbrances, the shareholder would cease to be our controlling shareholder.
In addition, pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling
Shareholders has undertaken to the Hong Kong Stock Exchange and us that, within the period
commencing on the date by reference to which disclosure of the shareholder holding of our Shares
is made in this prospectus and ending on the date which is 12 months from the Listing Date, the
shareholder will and will procure that the relevant registered holder(s) will:
(i) when the shareholder pledges or charges any Shares (or our other securities) beneficially
owned by the shareholder 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,
immediately inform us of such pledge or charge together with the number of Shares (or
our other securities) so pledged or charged; and
(ii) when the shareholder receives indications, either verbal or written, from the pledgee or
chargee of Shares (or our other securities) that those pledged or charged Shares (or our
other securities) will be disposed of, immediately inform us of the indications.
We will inform the Hong Kong Stock Exchange as soon as we have been informed of the
above matters by any of the Controlling Shareholders and disclose those matters by way of an
announcement as required under the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement — Undertaking by our
Company
Pursuant to the Hong Kong Underwriting Agreement, we have undertaken to each of the Joint
Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries
and the Hong Kong Underwriters not to (except for the offer, allotment and issue of the Offer Shares
pursuant to the Global Offering, including pursuant to any exercise of the Over-allotment Option
and the Offer Size Adjustment Option, the 2025 Convertible Bonds, and any employee incentive
plans of our Company adopted or which may be adopted from time to time (including but not
limited to the Restricted Share Incentive Plans as disclosed in this prospectus) in accordance with
the Listing Rules, during the period commencing on the date of the Hong Kong Underwriting
Agreement and ending on, and including, the date falling upon the expiry of the First Six-month
Period, without the prior written consent of the Sponsor-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 over, or agree to transfer or dispose of or create an
encumbrance over, either directly or indirectly, conditionally or unconditionally, any
legal or beneficial interest in any H 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 H Shares or other securities of our
Company, or any interest in any of the foregoing, as applicable), or deposit any H Shares
or other securities of our Company, as applicable, with a depositary in connection with
the issue of depositary receipts; or
UNDERWRITING
– 249 –


--- page 259 ---
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of subscription or ownership (legal or beneficial) of
any H Shares or any other securities of our Company, or any interest in any of the
foregoing (including, without limitation, any securities which are convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants or
other rights to purchase, any H Shares or other securities of our Company, or any interest
in any of the foregoing); or
(c) enter into any transaction with the same economic effect as any transaction described in
paragraph (a) or (b) above; or
(d) offer to contract to or agree to or announce, or publicly disclose that our Company will
or may enter into any transaction specified in paragraph (a), (b) or (c) above,
in each case, whether the transaction is to be settled by delivery of any H Shares or other
securities of our Company, in cash or otherwise (whether or not the issue of such H Shares
or other securities will be completed within the First Six-month Period).
If, at any time during the Second Six-Month Period, we enter into any of the transactions
specified in paragraph (a), (b) or (c) above or offers to or agrees to or announces any intention to
effect any such transaction, we 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 H Shares
or any other securities of our Company.
We have undertaken to each of the Joint Sponsors, the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that we will comply
with the minimum public float requirements specified in the Listing Rules or in any waiver granted
to us and not revoked by the Hong Kong Stock Exchange (the “ Minimum Public Float
Requirement ”) and the minimum free float requirements specified in the Listing Rules (the
“Minimum Free Float Requirement ”). In addition, we have undertaken to each of the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that we will
not effect any purchase of the H Shares, or agree to do so, which may reduce the holdings of the
H Shares held by the public (as defined in Rule 8.24 of the Listing Rules) below the Minimum
Public Float Requirement or any waiver granted and not revoked by the Stock Exchange prior to
the expiration of the First Six-month Period without first having obtained the prior written consent
of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters); or (b) enter into any agreement, arrangement or transaction which shall
cause or have the effect of causing the portion of H Shares that are held by the public and that are
available for trading and not subject to any disposal restrictions (whether under contract, the Listing
Rules, applicable laws or otherwise) on the Listing Date to fall below the Minimum Free Float
Requirement under Rule 8.08A of the Listing Rules (as amended and replaced by Rule 19A.13C of
the Listing Rules).
International Offering
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International
Underwriting Agreement with, among others, the International Underwriters on the Price
Determination Date. Under the International Underwriting Agreement, the International
Underwriters would, subject to certain conditions, severally (but not jointly) agree to purchase or
procure purchasers for the International Offer Shares initially offered pursuant to the International
Offering. It is expected that the International Underwriting Agreement may be terminated on
grounds similar to those contained in the Hong Kong Underwriting Agreement. See the subsection
headed “Structure of the Global Offering — The International Offering” for further details.
UNDERWRITING
– 250 –


--- page 260 ---
Offer Size Adjustment Option
Our Company has an Offer Size Adjustment Option which will allow the Company to, upon
signing of the International Underwriting Agreement, issue up to an aggregate of 6,994,900
additional Offer Shares, representing approximately 15.0% of the Offer Shares initially offered
under the Global Offering at the Offer Price to cover additional market demand in the International
Offering.
Over-allotment Option
We intend to grant to the International Underwriters the Over-allotment Option, exercisable
in whole or in part, at the sole and absolute discretion of the Overall Coordinators on behalf of the
International Underwriters from the Listing Date until 30 days from the last day permitted for the
making of applications under the Hong Kong Public Offering, pursuant to which we may be
required to allot and issue up to an aggregate of 6,994,900 additional H Shares at the Offer Price,
representing approximately 15.0% of the Offer Shares initially available under the Global Offering
assuming the Offer Size Adjustment Option is not exercised at all, or up to 8,044,100 additional
Shares, representing in aggregate approximately 15.0% of the Offer Shares initially available under
the Global Offering, assuming the Offer Size Adjustment Option is exercised in full, if any. See the
subsection headed “Structure of the Global Offering — Over-allotment Option” for details.
COMMISSION AND EXPENSES
The Underwriters will receive an underwriting commission (the “ Fixed Fee ”) of 0.7% of the
aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to
the exercise of the Offer Size Adjustment Option and the Over-allotment Option). For unsubscribed
Hong Kong Offer Shares reallocated to the International Offering, the underwriting commission
will not be paid to the Hong Kong Underwriters but will instead be paid to the International
Underwriters. In addition, the Underwriters may receive a discretionary incentive fee (the
“Discretionary Fee ”) of up to 0.5% of the aggregate Offer Price of all the Offer Shares (including
any Offer Shares to be issued pursuant to the exercise of the Offer Size Adjustment Option and the
Over-allotment Option). The ratio of Fixed Fees and Discretionary Fees (if fully paid) is therefore
58%:42%.
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised
at all, and based on the Maximum Offer Price of HK$99.32 per H Share, the aggregate commissions
and fees (assuming the full payment of the discretionary incentive fee), together with the Stock
Exchange listing fees, the SFC transaction levy, the AFRC transaction levy, the Hong Kong Stock
Exchange trading fee, legal and other professional fees and printing and other expenses relating to
the Global Offering to be borne by the Company are estimated to amount to approximately
RMB94.7 million in aggregate.
JOINT SPONSORS’ FEE
A fee of USD200,000 is payable by the Company as sponsor fees to each Joint Sponsor.
JOINT SPONSORS’ INDEPENDENCE
Each Joint Sponsor satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
ACTIVITIES BY UNDERWRITERS
Each of the Underwriters and their respective affiliates may individually undertake a variety
of activities which do not form part of the underwriting or stabilizing process.
The Underwriters and their respective 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
business activities, the Underwriters and their respective affiliates may purchase, sell or hold a
UNDERWRITING
– 251 –


--- page 261 ---
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. These investment and trading activities may involve or relate to our
assets, securities and/or instruments and/or persons and entities with relationships with us and may
also include swaps and other financial instruments entered into for hedging purposes in connection
with our loans and other debt.
In relation to our Shares, the activities of the Underwriters and their respective affiliates may
include acting as agent for buyers and sellers of our Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of our Shares
(whose financing may be secured by our Shares) in the Global Offering, proprietary trading in our
Shares, and entering into over the counter or listed derivative transactions or listed or unlisted
securities transactions (including issuing securities such as derivative warrants listed on a stock
exchange) which have as their underlying assets, assets including our Shares. Such transactions may
be carried out as bilateral agreements or trades with selected counterparties. Those activities may
require hedging activity by those entities involving, directly or indirectly, the buying and selling of
our Shares, which may have a negative impact on the trading price of our Shares. All such activities
may take place in Hong Kong and elsewhere in the world and may result in the Underwriters and
their respective affiliates holding long and/or short positions in our Shares, in baskets of securities
or indices including our Shares, in units of funds that may purchase our Shares, or in derivatives
related to any of the foregoing.
In relation to issues by the Underwriters or their respective affiliates of any listed securities
having our Shares as their underlying securities, whether on the Hong Kong Stock Exchange or on
any other stock exchange, the rules of the stock 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 our Shares in most cases.
All these activities may occur both during and after the end of the stabilizing period described
in the section headed “Structure of the Global Offering”. Such activities may affect the market price
or value of our Shares, the liquidity or trading volume in our Shares and the volatility of the price
of our Shares, 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 Underwriters and their
respective affiliates will be subject to certain restrictions, including the following:
(a) the Underwriters and their respective affiliates (other than the Stabilizing Manager 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) the Underwriters and their respective affiliates must comply with all applicable laws and
regulations, including the market misconduct provisions of the SFO, including the
provisions prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Some of the Underwriters or their respective affiliates have provided from time to time and
are expected to provide to our Group investment banking and other services in the future for which
the Underwriters or their respective affiliates have received or will receive customary fees and
commissions.
In addition, the Underwriters or their respective affiliates may provide financing to investors
to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
– 252 –


--- page 262 ---
THE GLOBAL OFFERING
The Global Offering consists of (subject to reallocation, the Offer Size Adjustment Option and
the Over-allotment Option as described below):
(a) the Hong Kong Public Offering of initially 4,663,300 H Shares (subject to reallocation)
as described below under “— The Hong Kong Public Offering”; and
(b) the International Offering of initially 41,969,500 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 in Hong Kong) in offshore
transactions in reliance on Regulation S and (b) in the United States solely to QIBs in
reliance on Rule 144A or another exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act, as described below under the
subsection headed “— The International Offering”.
Investors may either apply for our H Shares under the Hong Kong Public Offering; or apply
for or indicate an interest, if qualified to do so, for our H Shares under the International Offering,
but may not do both.
The Offer Shares will represent approximately 8.0% of the total Shares in issue immediately
following the completion of the Global Offering (assuming that the Offer Size Adjustment and the
Over-allotment Option are not exercised). If the Offer Size Adjustment and the Over-allotment
Option are exercised in full, the Offer Shares will represent approximately 10.3% of the total Shares
in issue immediately following the completion of the Global Offering.
UNDERWRITING ARRANGEMENTS
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement, subject to agreement on the Offer Price
between us and the Overall Coordinators (on behalf of the Underwriters) on or around the Price
Determination Date and subject to the other conditions set out in the subsection headed “—
Conditions of the Global Offering”.
We expect to enter into the International Underwriting Agreement relating to the International
Offering on or about the Price Determination Date.
The underwriting arrangements, the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting”.
THE HONG KONG PUBLIC OFFERING
Number of H Shares Initially Offered
We are initially offering 4,663,300 H Shares at the Offer Price for subscription by the public
in Hong Kong, representing approximately (i) 10.0% of the 46,632,800 H Shares initially made
available under the Global Offering and (ii) 0.8% of the total Shares in issue immediately following
the completion of the Global Offering (subject to the reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering and assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised).
Allocation
Allocation of H 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. The allocation of Hong Kong Offer Shares could, where appropriate, consist of
balloting, which would mean that some applicants may receive a higher allocation than others who
have applied for the same number of Hong Kong Offer Shares, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
– 253 –


--- page 263 ---
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).
 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 a total price of HK$5
million or less (excluding the brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Hong Kong Stock Exchange trading fee).
 Pool B : 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 a total price of more
than HK$5 million and up to the total value of Pool B (excluding the brokerage fee, the
SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock Exchange
trading fee).
For the purpose of the immediately preceding paragraph only, the “price” for the Hong Kong
Offer Shares means the price payable on application. See the subsection headed “— Pricing and
Allocation”.
Applicants should be aware that applications in Pool A and Pool B are likely to receive
different allocation ratios. If Hong Kong Offer Shares in one pool (but not both pools) are
undersubscribed, the unsubscribed Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or
Pool B but not from both pools. Multiple or suspected multiple applications and any application for
more than 2,331,600 Hong Kong Offer Shares (being 50% of the H Shares initially made available
under the Hong Kong Public Offering (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised)) will be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion
of the Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the
Overall Coordinators may in their discretion reallocate Offer Shares from the International Offering
to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public
Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall
Coordinators will have the discretion (but shall not be under any obligation) to reallocate to the
International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts as they
deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will
be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall Coordinators
deem appropriate. In the event of reallocation of Offer Shares between the International Offering
and the Hong Kong Public Offering in the circumstances where (a) the International Offer Shares
are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of times, or (b) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 2,331,600 Offer Shares may be reallocated from the
International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares
available for subscription under the Hong Kong Public Offering may accordingly increase up to
6,994,900 Offer Shares, representing approximately 15% of the 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 accordance with Chapter 4.14 of the Guide for New Listing
Applicants.
STRUCTURE OF THE GLOBAL OFFERING
– 254 –


--- page 264 ---
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide
for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing
Rules, no mandatory clawback or reallocation mechanism is required to increase the number of
Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of
Offer Shares offered under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering, which
is expected to be published on Thursday, July 2, 2026.
Where the International Offer Shares are undersubscribed and 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 must give an undertaking and
confirmation in the application submitted by that applicant that he/she/it and any person(s) for
whose benefit the applicant is making the application have not applied for or taken up, or indicated
an interest for, and will not apply for or take up, or indicate an interest for, any International Offer
Shares under the International Offering, and that applicant’s application under the International
Offering is liable to be rejected if either or both of the undertaking and confirmation are breached
or untrue (as the case may be).
THE INTERNATIONAL OFFERING
Number of H Shares Initially Offered
We are initially offering 41,969,500 H Shares at the Offer Price for subscription or sale under
the International Offering (subject to reallocation, the Offer Size Adjustment Option and the
Over-allotment Option), representing approximately 90.0% of the 46,632,800 H Shares initially
made available under the Global Offering. Subject to the reallocation of the Offer Shares between
the International Offering and the Hong Kong Public Offering, the number of H Shares initially
offered under the International Offering will represent approximately 7.2% of the total Shares in
issue 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 QIBs in the
United States in accordance with Rule 144A as well as institutional and professional investors and
other investors anticipated to have a sizeable demand for the Offer Shares in Hong Kong and other
jurisdictions outside the United States in reliance on Regulation S. Professional investors generally
include brokers, dealers, companies (including fund managers) whose ordinary business involves
dealing in shares and other securities and corporate entities that regularly invest in shares and other
securities.
Allocation of Offer Shares under the International Offering will be effected in accordance with
the “book-building” process described in the subsection headed “— Pricing and Allocation” and
based on a number of factors, including the level and timing of demand, total size of the relevant
investor’s invested assets or equity assets in the relevant sector and whether or not it is expected
that that investor is likely to buy further H Shares, and/or hold or sell its H Shares, after the Listing.
This basis of allocation is intended to result in a distribution of the Offer Shares which is likely to
lead to the establishment of a solid and stable professional and institutional shareholder base to the
benefit of our Group and our Shareholders as a whole.
STRUCTURE OF THE GLOBAL OFFERING
– 255 –


--- page 265 ---
The Overall Coordinators (on behalf of the Underwriters) may require an investor who has
been offered (or has indicated an interest for) 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 it to identify the relevant applications under the
International 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 or sold pursuant to the International Offering
may change as a result of any reallocation of Offer Shares between the Hong Kong Public Offering
and the International Offering as described in the subsection headed “— The Hong Kong Public
Offering — Reallocation”, and the exercise of the Offer Size Adjustment Option and the
Over-allotment Option in whole or in part as described in the subsections headed “— Offer Size
Adjustment Option” and “— Over-allotment Option”.
PRICING AND ALLOCATION
Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering
will be fixed on the Price Determination Date, which is expected to be on or about Monday, June
29, 2026 (Hong Kong), by agreement between the Overall Coordinators (for themselves and on
behalf of the Underwriters) and our Company, and the number of Offer Shares to be allocated under
the various offerings will be determined shortly thereafter.
We will determine the Offer Price by reference to, among other factors, the closing price of
the A Shares on the ChiNext Market of the Shenzhen Stock Exchange on the last trading day on or
before the Price Determination Date (which is accessible to the Shareholders and potential investors
at http://www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=300866 ),
and the Offer Price will not be more than HK$99.32. The historical prices of our A Shares and
trading volume on the ChiNext Market of the Shenzhen Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) (A Shares)
Y ear ended December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069.39 41.85 3,535,599
Y ear ended December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095.59 48.01 3,942,864
Y ear ended December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145.41 71.92 4,836,362
Y ear of 2026 (up to the Latest Practicable
Date) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100134.54 91.66 5,712,139
Note:
(1) Average daily trading volume (“ADTV”) represents daily average number of the A Shares of the Company
traded over the relevant period.
The final Offer Price, 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 — Publication of Results.”
The Offer Price will not be more than HK$99.32 per H 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 maximum Offer Price of HK$99.32 per H Share
plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and
Hong Kong Stock Exchange trading fee of 0.00565%, amounting to a total of HK$10,032.16 for one
board lot of 100 H Shares.
STRUCTURE OF THE GLOBAL OFFERING
– 256 –


--- page 266 ---
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 (on behalf of the Underwriters) may, where they deem 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 and/or the Offer Price 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, our Company will,
as soon as practicable following the decision to make such reduction, and in any event not later than
the morning of the last day for lodging applications under the Hong Kong Public Offering, cause
to be published on the websites of our Company and the Hong Kong Stock Exchange at
www.anker.com and www.hkexnews.hk , respectively, notices of the reduction. Upon the issue of
such a notice, 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. Our Company will also, as soon as practicable
following the decision to make such change, issue a supplemental prospectus updating investors of
the change in the number of Offer Shares being offered under the Global Offering and/or the Offer
Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to
the supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard
to the possibility that any announcement of a reduction in the number of Offer Shares and/or the
Offer Price may not be made until the last day for lodging applications under the Hong Kong Public
Offering. 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 not be reduced.
Announcement of the Offer Price and Basis of Allocations
The Offer Price, level of applications in the Hong Kong Public Offering, level of indications
of interest in the International Offering, and basis of allocations of the Hong Kong Offer Shares are
expected to be made available through a variety of channels in the manner described in the
subsection headed “How to Apply for the Hong Kong Offer Shares — Publication of Results”.
OFFER SIZE ADJUSTMENT OPTION
In order to provide flexibility for the Company to increase the number of Offer Shares
available for purchase under the International Offering to cover additional market demand, the
Company has an Offer Size Adjustment Option which will allow the Company to, upon signing of
the International Underwriting Agreement, issue up to an aggregate of 6,994,900 additional Offer
Shares (representing approximately 15.0% of the Offer Shares initially offered under the Global
Offering) at the Offer Price to cover excess demand in the International Offering.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 1.2% of our issued share capital immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not
exercised).
STRUCTURE OF THE GLOBAL OFFERING
– 257 –


--- page 267 ---
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:
(i) 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;
(a) 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
(b) the corresponding number of Shares under the Over-allotment Option;
(ii) 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;
(iii) 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;
and
(iv) general market conditions.
The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment Option
is not exercised) is set out below:
Number of Shares
issued under the Global
Offering before the
exercise of the Offer
Size Adjustment Option
Approximate percentage
of total issued share
capital of the Offer
Shares initially offered
before the exercise of
the Offer Size
Adjustment Option
Number of Shares
issued under the Global
Offering after the full
exercise of the Offer
Size Adjustment Option
Approximate percentage
of total issued share
capital of the Offer
Shares initially offered
after the full exercise of
the Offer Size
Adjustment Option
46,632,800 8.0% 53,627,700 9.1%
The Offer Size Adjustment Option will not be used for price stabilisation purposes and will
not be subject to the provisions of the Securities and Futures (Price Stabilisation) 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, or confirm that if the Offer Size Adjustment
Option has not been exercised by then, it will lapse and cannot be exercised at any future date.
OVER-ALLOCATION
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover the over-allocation by exercising the
Over-allotment Option in full or in part, or by using 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.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we may grant the Over-allotment Option to the
International Underwriters, exercisable by the Overall Coordinators in their sole and absolute
discretion on behalf of the International Underwriters.
STRUCTURE OF THE GLOBAL OFFERING
– 258 –


--- page 268 ---
Pursuant to the Over-allotment Option (if granted), the International Underwriters have the
right, exercisable by the Overall Coordinators (in their sole and absolute discretion on behalf of the
International Underwriters) at any time from the Listing Date until 30 days from the last day for the
making of applications under the Hong Kong Public Offering (being the last day for the exercise
of the Over-allotment Option, which is Sunday, July 26, 2026), to require us to allot and issue up
to an aggregate of 6,994,900 additional H Shares at the Offer Price, representing approximately
15.0% of the Offer Shares initially available under the Global Offering assuming the Offer Size
Adjustment Option is not exercised at all, or up to 8,044,100 additional Shares, representing in
aggregate approximately 15.0% of the Offer Shares initially 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 the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional Offer Shares will represent approximately 1.2% of the enlarged
issued share capital of our Company immediately following completion of the Global Offering and
the exercise of the Over-allotment Option. We will make an announcement if the Over-allotment
Option is exercised.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market, during a specified period of time, to retard, and if possible, prevent a decline in the market
price of the securities below the Offering Price. These transactions may be effected in jurisdictions
where it is permitted to do so, in each case in compliance with all applicable laws and regulatory
requirements, including those in Hong Kong. In Hong Kong, the price at which stabilization is
effected cannot exceed the offer price of shares.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for it),
on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing
transactions with a view to stabilizing or maintaining the market price of our H Shares at a level
higher than that which might otherwise prevail in the open market. However, there is no obligation
on the Stabilizing Manager to conduct any stabilizing activity. Stabilizing actions, if taken, (a) will
be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and
in what the Stabilizing Manager reasonably regards as being in our best interest, (b) may be
discontinued at any time and (c) is required to end within 30 days of the last day for making
applications under the Hong Kong Public Offering.
Stabilizing activities permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) include (a) over-allocation for the
purpose of preventing or minimising any reduction in the market price of our H Shares, (b) selling
or agreeing to sell our H Shares so as to establish a short position in them for the purpose of
preventing or minimising any reduction in the market price of our H Shares, (c) subscribing, or
agreeing to subscribe, for our H Shares pursuant to the Offer Size Adjustment Option and the
Over-allotment Option in order to close out any position established under (a) or (b), (d) purchasing,
or agreeing to purchase, our H Shares for the sole purpose of preventing or minimising any
reduction in the market price of our H Shares, (e) selling or agreeing to sell our H Shares to
liquidate a long position held as a result of those purchases and (f) offering or attempting to do
anything described in (b), (c), (d) or (e).
Specifically, applicants for and investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of our H
Shares, the Stabilizing Manager (or any person acting for it) may maintain a long
position in our H Shares;
STRUCTURE OF THE GLOBAL OFFERING
– 259 –


--- page 269 ---
(b) the size of the long position, and the period for which the Stabilizing Manager (or any
person acting for it) will maintain the long position is at the discretion of the Stabilizing
Manager and is uncertain;
(c) liquidation of any 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 our
H Shares;
(d) stabilizing action by the Stabilizing Manager (or any person acting for it) is not
permitted to support the price of our H Shares for longer than the stabilizing period,
which begins on the Listing Day and ends on Sunday, July 26, 2026 (being the 30th day
after the last day for making applications under the Hong Kong Public Offering). As a
result, demand for our H Shares, and their market price, may fall after the end of the
stabilizing period;
(e) stabilizing activities by the Stabilizing Manager (or any person acting for it) may
stabilize, maintain or otherwise affect the market price of our H Shares. This means the
price of our H Shares may be higher than the price that otherwise might exist in the open
market;
(f) there is no assurance that the price of our H Shares can stay at or above the Offer Price
by the taking of any stabilizing action either during or after the stabilizing period; and
(g) bids for or market purchases of our H Shares by the Stabilizing Manager (or any person
acting for it) may be made at a price at or below the Offer Price and therefore at or below
the price paid for our H Shares by purchasers.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 6,994,900 H Shares, representing up to 15.0% of the initial Offer Shares, assuming the
Offer Size Adjustment Option is not exercised at all, or 8,044,100 Shares, representing in aggregate
approximately 15% of the Offer Shares initially available under the Global Offering assuming the
Offer Size Adjustment Option is exercised in full, through delayed delivery arrangements with
investors who have been allocated Offer Shares in the International Offering. The delayed delivery
arrangements (if specifically agreed by an investor) relate only to the delay in the delivery of the
Offer Shares to such investor and the Offer Price for the Offer Shares allocated to such investor will
be paid on the Listing Date. Both the size of such cover and the extent to which the Over-allotment
Option can be exercised will depend on whether arrangements can be made with investors such that
a sufficient number of H Shares can be delivered on a delayed basis. If no investor in the
International Offering agrees to the delayed delivery arrangements, no stabilizing actions will be
undertaken by the Stabilizing Manager and the Over-allotment Option will not be exercised.
We will make an announcement in compliance with the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) within seven days of the expiration
of the stabilizing period.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of applications for the Hong Kong Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, our
H Shares in issue and to be issued pursuant to the Global Offering (including any
additional H Shares which may be issued pursuant to the exercise of the Over-allotment
Option and the Offer Size Adjustment Option) on the Main Board of the Hong Kong
Stock Exchange as described in this prospectus and the approval not having been
withdrawn, canceled or revoked;
(b) the execution and delivery of the International Underwriting Agreement on or around the
Price Determination Date;
STRUCTURE OF THE GLOBAL OFFERING
– 260 –


--- page 270 ---
(c) the Offer Price having been agreed between us and the Overall Coordinators (on behalf
of the Underwriters); and
(d) the obligations of the Underwriters under both the Hong Kong Underwriting Agreement
and the International Underwriting Agreement having become unconditional and not
having been terminated in accordance with their respective terms,
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are 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 others, the other becoming unconditional and not having been
terminated in accordance with their terms.
If the above conditions are not fulfilled or waived before the dates and times specified, the
Global Offering will not proceed and will lapse, and the Hong Kong Stock Exchange will be
notified immediately. We will publish a notice of the lapse of the Hong Kong Public Offering on
the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at
www.anker.com on the next Business Day following the lapse. In this case, all application monies
will be returned, without interest, on the terms set out in the subsection headed “How to Apply for
the Hong Kong Offer Shares — Despatch/Collection of H Share Certificates and Refund of
Application Monies”. In the meantime, the application monies will be held in separate accounts
with the receiving banks or other bank(s) in Hong Kong licensed under the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong).
If, for any reason, we and the Overall Coordinators (on behalf of the Underwriters) are unable
to reach agreement on the Offer Price by 12:00 noon on the Price Determination Date, the Global
Offering will not proceed and will lapse.
H Share certificates for the Offer Shares are expected to be issued on Tuesday, June 30, 2026,
but they will only become valid evidence of title at 8:00 a.m. on Thursday, July 2, 2026, provided
the Global Offering has become unconditional in all respects at or before that time.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Thursday, July 2, 2026, it is expected that dealings in our H Shares on the Hong
Kong Stock Exchange will commence at 9:00 a.m. on Thursday, July 2, 2026.
Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our H
Shares will be 00668.
STRUCTURE OF THE GLOBAL OFFERING
– 261 –


--- page 271 ---
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 Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.anker.com.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
APPLICATIONS FOR THE HONG KONG OFFER SHARES
1. Who can apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying: are 18 years of age or older; have a Hong Kong address (for the White Form eIPO
service only); are outside the United States (within the meaning of Regulation S), and are a person
described in paragraph (h)(3) of Rule 902 of Regulation S; and are not a legal or natural person
(except qualified domestic institutional investors) of the People’s Republic of China.
Unless permitted by the Listing Rules, 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 holder or beneficial
owner of our Shares and/or a substantial shareholder of any of our subsidiaries; are our director,
supervisor or chief executive officer of ours and/or any of our subsidiaries; are a close associate of
any of the above persons; are our connected person or will become our connected person
immediately upon completion of the Global Offering; or have been allocated or have applied for any
International Offer Shares or otherwise participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, June 23, 2026
and end at 12:00 noon on Friday, June 26, 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 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
www.eipo.com.hk Investors who would
like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Tuesday, June 23,
2026 to 11:30 a.m.,
Friday, June 26,
2026, Hong Kong
time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Friday, June 26,
2026, Hong Kong
time.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 262 –


--- page 272 ---
Application Channel Platform Target Investors Application Time
HKSCC EIPO
channel /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Y our broker or custodian
who is an HKSCC
Participant will submit
electronic application
instructions on your
behalf through HKSCC’s
FINI system in accordance
with your instruction
Investors 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.
Only one application may be made for the benefit of any person. If you are suspected of
making more than one application through the White Form eIPO service or any other channel, all
of your applications are liable to be rejected.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 263 –


--- page 273 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) (2) as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
 Identity document number
 Full name(s)
(2) as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
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. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID card.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at four
1 in accordance with market practice.
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control ” means you: control the composition of the board of directors of the company; control
more than half of the voting power of the company; or hold more than half of the issued share capital of the
company (not counting any part of it which carries no right to participate beyond a specified amount in a
distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Overall Coordinators, as our agent, have discretion to consider whether to
accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
1 Subject to change, if the Company’s Articles and applicable company law prescribe a lower cap.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 264 –


--- page 274 ---
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100: 100 H Shares
Permitted Number of Hong Kong
Offer Shares for application and
amount payable on application/
successful allotment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
: 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 maximum Offer Price is HK$99.32 per H Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application in such amount as determined by the broker or
custodian , based on the applicable laws and regulations in
Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to arrange
payment of the final Offer Price, brokerage, SFC transaction
levy, the Hong Kong Stock Exchange trading fee and the
AFRC transaction levy by debiting the relevant nominee bank
account at the designated bank for your broker or custodian.
If you are applying through the White Form eIPO service,
you may refer to the table below for the amount payable for the
number of H Shares you have selected. Y ou must pay the
respective amount payable on application in full upon
application for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2)
on application
HK$ HK$ HK$ HK$
100 10,032.16 1,500 150,482.46 8,000 802,573.13 400,000 40,128,656.88
200 20,064.33 2,000 200,643.28 9,000 902,894.77 500,000 50,160,821.10
300 30,096.48 2,500 250,804.10 10,000 1,003,216.43 600,000 60,192,985.32
400 40,128.65 3,000 300,964.92 20,000 2,006,432.84 700,000 70,225,149.55
500 50,160.82 3,500 351,125.75 30,000 3,009,649.27 800,000 80,257,313.75
600 60,192.99 4,000 401,286.58 40,000 4,012,865.69 900,000 90,289,477.98
700 70,225.15 4,500 451,447.39 50,000 5,016,082.11 1,000,000 100,321,642.20
800 80,257.32 5,000 501,608.21 100,000 10,032,164.22 1,500,000 150,482,463.30
900 90,289.47 6,000 601,929.85 200,000 20,064,328.45 2,000,000 200,643,284.40
1,000 100,321.64 7,000 702,251.49 300,000 30,096,492.65 2,331,600
(1) 233,909,940.95
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 Hong Kong 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 Hong Kong 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.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 265 –


--- page 275 ---
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— Applications for the Hong Kong Offer
Shares — 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):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators (or its agents or nominees), as our agent, 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;
(b) 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 Provider (or as the case may be, the agreement you entered into with your
broker or custodian), and agree to be bound by them;
(c) (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;
(d) confirm that you are aware of the restrictions on offers and sales of shares set out in this
prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(e) confirm that you have read this prospectus and any supplement to it and have only relied
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, except those contained in any supplement to this
prospectus;
(f) agree that none of us, the Relevant Persons, the H Share Registrar and HKSCC is or will
be liable for any information and representations not contained in this prospectus (and
any supplement to it);
(g) 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, receiving bank(s), the H Share
Registrar, HKSCC, HKSCC Nominees, the Hong Kong Stock Exchange, the SFC and
any other statutory regulatory or governmental bodies or otherwise as required by laws,
rules or regulations, for the purposes under the paragraph headed “— Personal Data —
Purposes” and “— Personal Data — Transfer of personal data” in this section;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 266 –


--- page 276 ---
(h) 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;
(i) 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 “— Publication of
Results” in this section;
(j) confirm that you are aware of the situations specified in the paragraph headed
“— Circumstances in which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(k) 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;
(l) agree to comply with the Companies Ordinance, Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association, the PRC Companies
Law and laws of any other place 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;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the H Shares registered in your name
or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we, our Directors and the Overall Coordinators will
rely on your declarations and representations in deciding whether or not to make any
allotment of any of the Hong Kong Offer Shares to you and that you may be prosecuted
for making a false declaration;
(p) agree to accept the Hong Kong Offer Shares applied for, or any lesser number allocated
to you under the application;
(q) 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;
(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act; and (ii)
you and any person for whose benefit you are applying for the Hong Kong Offer Shares
are outside the United States (as defined in Regulation S) or are a person described in
paragraph (h)(3) of Rule 902 of Regulation S;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 267 –


--- page 277 ---
(s) undertake and confirm that you or the person(s) for whose benefit you have made the
application have not applied for or taken up, or indicated an interest for, and will not
apply for or take up, or indicate an interest for, any International Offer Shares nor have
participated in the International Offering;
(t) confirm that you are aware of the restrictions on the Global Offering set out in this
prospectus;
(u) (if you are making the application 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 through the White Form eIPO service or by any one
as your agent or by any other person;
(v) (if you are making the application as an agent for the benefit of another person) warrant
that: (i) 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 application instructions to HKSCC; and (ii) you have due authority to give
electronic application instructions on behalf of that other person as its agent; and
(w) if the laws of any place outside Hong Kong apply to your application, agree and warrant
that you have complied with all these laws and none of us nor any Relevant Person will
breach any of these laws 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.
PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel :
Website /H1100/H1100/H1100/H1100/H1100/H1100The 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 30, 2026 to
12:00 midnight on Monday,
July 6, 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 Hong Kong Stock Exchange’s website at
www.hkexnews.hk and our website at
www.anker.com which will provide links to the
above mentioned websites of the H Share
Registrar.
No later than 11:00 p.m. on
Tuesday, June 30, 2026
(Hong Kong time).
Telephone /H1100/H1100/H1100/H1100/H1100+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., from Thursday, July 2,
2026 to Tuesday, July 7,
2026 (Hong Kong time) on a
business day
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 268 –


--- page 278 ---
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m., Monday, June 29, 2026 (Hong Kong time)
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m.,
Monday, June 29, 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 results of the final Offer Price, 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 Hong Kong Stock Exchange’s website at
www.hkexnews.hk and our website at www.anker.com by no later than 11:00 p.m. on Tuesday,
June 30, 2026 (Hong Kong time).
CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
Y ou should note the following situations in which no Hong Kong Offer Shares will be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and our/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 Hong Kong Stock Exchange
does not grant permission to list our 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 Hong Kong Stock Exchange notifies us
of that longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— Applications for the 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; or
 we or the Overall Coordinators believe that by accepting your application, we or they
would violate applicable securities or other laws, rules or regulations.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 269 –


--- page 279 ---
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.
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.
DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allocated to you
under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC
EIPO channel where the H Share certificate will be deposited into CCASS as described below).
We will not issue: (i) temporary document of title in respect of our H Shares; or (ii) receipt
for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, July
2, 2026 (Hong Kong time), provided that the Global Offering has become unconditional and the
right of termination described in the section headed “Underwriting” has not been exercised.
Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates
becoming valid 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.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 270 –


--- page 280 ---
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate
For application of
1,000,000 Hong Kong
Offer Shares or more /H1100/H1100
Collection in person from our H Share
Registrar at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s Road East,
Wan Chai, Hong Kong.
Time: from 9:00 a.m. to 1:00 p.m. on
Thursday, July 2, 2026 (Hong Kong time)
If you are an individual, you must not
authorize any other person to collect for
you. If you are a corporate applicant, your
authorized representative must bear a
letter of authorization from your
corporation stamped with your
corporation’s chop.
Both individuals and authorized
representatives must produce, at the time
of collection, evidence of identity
acceptable to the H Share Registrar.
Note: If you do not collect your H Share
certificate(s) personally within the time
above, it/they will be sent to the address
specified in your application instructions
by ordinary post at your own risk.
H Share certificates will be
issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account. No action by
you is required.
For application of less
than 1,000,000 Hong
Kong Offer Shares /H1100/H1100/H1100/H1100
Y our 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 30, 2026
Refund mechanism for surplus application monies paid by you
Date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Thursday, July 2, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1100/H1100/H1100/H1100/H1100/H1100H Share Registrar Y our broker or custodian
Application monies paid
through single bank
account /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Any refund will be despatched to the bank
account in the form of White Form
e-Refund payment instructions
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between you
and it.
Application monies paid
through multiple bank
accounts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Refund cheque(s) will be dispatched to the
address as specified in your application
instructions by ordinary post at your own
risk
Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong
on the business day before the Listing Date rendering it impossible for the relevant share certificates
to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar
to arrange for delivery of the supporting documents and share certificates in accordance with the
contingency arrangements as agreed between them. Y ou may refer to “— Severe Weather
Arrangements” in this section.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 271 –


--- page 281 ---
SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Friday, June 26, 2026 if, there is (are): a tropical
cyclone warning signal number 8 or above; a “black” rainstorm warning; and/or Extreme
Conditions (collectively, “ Severe Weather Signals ”) in force in Hong Kong at any time between
9:00 a.m. and 12:00 noon on Friday, June 26, 2026. Instead they will open between 11:45 a.m. and
12:00 noon and/or close at 12:00 noon on the next business day which does not have any of those
warnings in Hong Kong in force at any time between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this prospectus, an announcement will be
made and published on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and our
website at www.anker.com of the revised timetable.
If any of those warnings is hoisted on Tuesday, June 30, 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 Thursday, July 2, 2026.
If any of those warnings is hoisted on Tuesday, June 30, 2026, for application of less than
1,000,000 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 any of those
warnings is lowered or canceled (e.g. in the afternoon of Tuesday, June 30, 2026 or Thursday, July
2, 2026).
If any of those warnings is hoisted on Thursday, July 2, 2026, for application of 1,000,000
Hong Kong Offer Shares or more, the physical Share certificate(s) and/or refund cheque (if
applicable) will be available for collection in person from the H Share Registrar’s office after any
of those warnings is lowered or canceled (e.g. in the afternoon of Thursday, July 2, 2026 or Friday,
July 3, 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.
ADMISSION OF OUR H SHARES INTO CCASS
If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, our H Shares
and we comply with the stock admission requirements of HKSCC, our H Shares will be accepted
as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from
the Listing Date 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.
Y ou should seek the advice of your broker or other professional adviser for details of the
settlement arrangement as such arrangements may affect your rights and interests.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 272 –


--- page 282 ---
PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by us, the Relevant Persons, the H Share Registrar and the receiving bank(s)
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.
Personal Information Collection Statement
This Personal Information Collection Statement informs applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of ours and the H Share Registrar in relation to
personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
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 us or our 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 the Hong Kong Offer Shares being rejected, or in the delay or the inability of us 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 us and the
H Share Registrar immediately of any inaccuracies in the personal data supplied.
Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and 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 our H Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating our register of members;
 verifying identities of applicants for and holders of our H Shares and identifying any
duplicate applications for our H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of our H Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from us and our subsidiaries;
 compiling statistical information and profiles of the holder of our H Shares;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 273 –


--- page 283 ---
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable us and
the H Share Registrar to discharge our or their obligations to applicants and holders of
our H Shares and/or regulators and/or any other purposes to which the applicants and
holders of the H Shares may from time to time agree.
Transfer of personal data
Personal data held by us and the H Share Registrar relating to the applicants for and holders
of Hong Kong Offer Shares will be kept confidential, but we 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 appointed agents such as financial advisers, receiving bank(s) 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 us or the H Share Registrar
in connection with their respective business operation;
 the Hong Kong 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 Hong Kong 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 stockbrokers,
etc.
Retention of personal data
We and the H Share Registrar will keep the personal data of the applicants and holders of
Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data
were collected. Personal data which is no longer required will be destroyed or dealt with in
accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether we
or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any
data that is inaccurate. We 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 us and the H Share Registrar, at our and their registered address disclosed in the section
headed “Corporate Information” in this prospectus or as notified from time to time, for the attention
of the secretary, or the H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 274 –


--- page 284 ---
The following is the text of a report set out on pages I-1 to I-65, received from the Company’ s
reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF ANKER INNOV ATIONS TECHNOLOGY CO., LTD. AND CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED,
GOLDMAN SACHS (ASIA) L.L.C. AND J.P. MORGAN SECURITIES (FAR EAST)
LIMITED
Introduction
We report on the historical financial information of Anker Innovations Technology Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-65, which
comprises the consolidated statements of financial position of the Group and the statements of
financial position of the Company as at December 31, 2023, 2024 and 2025, and the consolidated
statements of profit or loss and other comprehensive income, the consolidated statements of
changes in equity and the consolidated statements of cash flows for each of the years ended
December 31, 2023, 2024 and 2025 (the “Track Record Period”), and material accounting policy
information and other explanatory information (together, the “Historical Financial Information”).
The Historical Financial Information set out on pages I-3 to I-65 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated June 23, 2026
(the “Prospectus”) in connection with the initial listing of H shares of the Company on the Main
Board of The Stock Exchange of Hong Kong Limited.
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 and
presentation set out in note 1 to the Historical Financial Information, and for such internal control
as the directors of the Company determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial
Information in Investment Circulars” issued by the Hong Kong Institute of Certified Public
Accountants (the “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’ judgment, 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 and
presentation set out in note 1 to the Historical Financial Information in order to design procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 285 ---
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.
Opinion
In our opinion, the Historical Financial Information gives, for the purpose of the accountants’
report, a true and fair view of the Company’s and the Group’s financial position as at December 31,
2023, 2024 and 2025 and of the Group’s financial performance and cash flows for the Track Record
Period in accordance with the basis of preparation and presentation set out in note 1 to the Historical
Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to note 33(d) to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Track Record Period.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
June 23, 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 286 ---
HISTORICAL FINANCIAL INFORMATION
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which the
Historical Financial Information is based, were audited by KPMG under separate terms of
engagement with the Company in accordance with Hong Kong Standards on Auditing issued by the
HKICPA (the “Underlying Financial Statements”).
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 287 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
(Expressed in Renminbi (“RMB”))
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 17,507,203 24,710,080 30,514,403
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,026,828) (14,065,293) (17,127,972)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,480,375 10,644,787 13,386,431
Other income and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 319,219 365,063 575,314
Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,413,867) (2,108,445) (2,892,785)
Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,886,613) (5,569,791) (6,826,803)
General and administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(658,897) (984,217) (1,246,690)
Impairment loss on trade and other receivables /H1100/H1100/H1100/H1100/H11006(c) (32,853) (6,909) (46,017)
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,807,364 2,340,488 2,949,450
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (26,687) (27,760) (52,051)
Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,835 35,621 25,075
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 1,812,512 2,348,349 2,922,474
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) (118,573) (137,225) (305,280)
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,693,939 2,211,124 2,617,194-------- -------- --------
Other comprehensive income for the year (after tax)
Items that may be reclassified subsequently to profit or
loss:
– Share of other comprehensive income of associates /H1100 855 (291) 1,458
– Cash flow hedges /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,042) 25,799 83,034
– Foreign currency translation differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(29,704) (24,053) 7,697
Other comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(63,891) 1,455 92,189-------- -------- --------
Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,630,048 2,212,579 2,709,383
Profit for the year attributable to:
– Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 2,114,430 2,545,132
– Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,067 96,694 72,062
Total comprehensive income for the year
attributable to:
– Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,550,870 2,115,886 2,637,280
– Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,178 96,693 72,103
Earnings per share
– Basic (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010(a) 3.06 3.99 4.77
– Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010(b) 3.05 3.97 4.72
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 288 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in RMB)
As at December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 149,809 1,658,585 1,869,059
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 133,054 116,275 320,302
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 22,383 37,224 52,594
Interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014(a) 517,075 525,435 581,970
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 1,152,429 1,270,327 596,805
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 1,259,053 84,454 119,529
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) 367,943 543,858 440,107
3,601,746 4,236,158 3,980,366-------- - ------- --------
Current assets
Derivative financial instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 – – 131,686
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 2,411,311 3,233,554 4,997,119
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 1,527,818 1,654,200 1,872,624
Prepayments and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 498,055 898,809 1,297,638
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 2,672,487 4,047,403 4,130,951
Term deposits and restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 276,185 204,880 588,767
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 1,789,101 2,328,704 3,067,742
9,174,957 12,367,550 16,086,527-------- - ------- --------
Current liabilities
Trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 1,552,902 2,245,901 2,313,362
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 1,178,213 2,543,530 2,771,627
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 137,415 154,664 552,496
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 270,345 595,818 710,638
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – – 1,202
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 66,574 54,164 81,922
Income tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(a) 167,783 254,471 275,892
Derivative financial instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 40,635 11,060 42,414
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034(e) 7,302 41,904 18,959
3,421,169 5,901,512 6,768,512-------- -------- --------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,753,788 6,466,038 9,318,015-------- -------- --------
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,355,534 10,702,196 13,298,381-------- - ------- --------
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 289 ---
As at December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current liabilities
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 610,700 924,915 781,332
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – – 1,097,400
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 69,249 62,898 246,331
Employee benefit liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 282,736 198,881 182,458
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,028 24,069 22,110
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) 126,016 161,975 31,744
Provisions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032 79,506 184,938 225,336
1,194,235 1,557,676 2,586,711-------- -------- --------
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,161,299 9,144,520 10,711,670
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033 406,427 531,411 536,159
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033 7,593,492 8,426,633 9,991,444
Total equity attributable to equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,999,919 8,958,044 10,527,603
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100161,380 186,476 184,067
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,161,299 9,144,520 10,711,670
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 290 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
(Expressed in RMB)
As at December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 129,725 151,065 323,855
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 44,683 26,599 469,507
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,968 34,355 45,909
Interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014(a) 412,127 414,321 426,835
Investment in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014(b) 1,245,478 1,589,302 1,862,934
Loans to subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100213,193 – –
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 796,403 893,876 224,420
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,372 11,064 28,361
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) 88,583 161,957 69,603
2,971,532 3,282,539 3,451,424-------- -- ------ ---------
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,986 65,863 54,864
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 209,311 307,964 506,154
Prepayments and other receivables /H1100/H1100/H1100/H1100/H1100/H110020 3,362,794 5,838,717 5,858,994
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 2,255,416 2,326,055 3,316,012
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100335,139 229,913 303,309
6,195,646 8,768,512 10,039,333-------- -- ------ ---------
Current liabilities
Trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 993,374 1,404,076 1,802,412
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 1,077,448 3,067,512 1,919,734
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 3,092 11,615
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – – 1,202
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,615 15,045 36,052
Income tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(a) 64,633 70,520 83,369
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,389 – 20,966
2,200,186 4,560,245 3,875,350-------- -------- ---------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,995,460 4,208,267 6,163,983-------- -------- ---------
Total assets less current liabilities /H1100/H1100/H1100/H1100/H11006,966,992 7,490,806 9,615,407-------- -- ------ ---------
Non-current liabilities
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – – 1,097,400
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,619 11,831 436,524
Employee benefit liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 266,241 140,936 134,909
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,028 24,069 22,110
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(b) 87,527 128,762 –
Provisions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,500
402,415 305,598 1,692,443-------- -------- ---------
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,564,577 7,185,208 7,922,964
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033 406,427 531,411 536,159
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033 6,158,150 6,653,797 7,386,805
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,564,577 7,185,208 7,922,964
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 291 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in RMB)
Attributable to equity shareholders of the Company
Share capital Capital reserve
Other
comprehensive
income
Statutory
reserve
Retained
earnings Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
note 33(b) note 33(c)(i) note 33(c)(ii) note 33(c)(iv)
Balance at January 1, 2023 /H1100/H1100/H1100/H1100/H1100406,427 2,994,692 (6,282) 203,214 3,245,215 6,843,266 101,327 6,944,593------ ------- ----- ------ ------- - ------ ----- -------
Changes in equity for 2023:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 1,614,872 1,614,872 79,067 1,693,939
Other comprehensive income /H1100/H1100/H1100/H1100/H1100– – (64,002) – – (64,002) 111 (63,891)
Total comprehensive income /H1100/H1100/H1100/H1100/H1100– – (64,002) – 1,614,872 1,550,870 79,178 1,630,048------ ------- ----- ------ ------- - ------ ----- -------
Share-based payment expenses /H1100/H1100/H1100/H1100– 54,150 – – – 54,150 8,650 62,800
Acquisitions of non-controlling
interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3,380) – – – (3,380) (1,114) (4,494)
Dividends declared and approved /H1100/H1100 –––– (487,713) (487,713) (26,661) (514,374)
Disposal of a subsidiary /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 36,631 – – (40,211) (3,580) – (3,580)
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 46,306 – – – 46,306 – 46,306------ ------- ----- ------ ------- ------- ----- -------
Balance at December 31, 2023 /H1100/H1100/H1100406,427 3,128,399 (70,284) 203,214 4,332,163 7,999,919 161,380 8,161,299
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 292 ---
Attributable to equity shareholders of the Company
Share capital Capital reserve
Other
comprehensive
income
Bonds payable
reserve
Statutory
reserve
Retained
earnings Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
note 33(b) note 33(c)(i) note 33(c)(ii) note 33(c)(iii) note 33(c)(iv)
Balance at January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100406,427 3,128,399 (70,284) – 203,214 4,332,163 7,999,919 161,380 8,161,299----- ------ ---- - - - ----- -- ----- ------- - ---- -------
Changes in equity for 2024:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 2 , 1 14,430 2,114,430 96,694 2,211,124
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,456 – – – 1,456 (1) 1,455
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,456 – – 2,114,430 2,115,886 96,693 2,212,579----- ------ ---- - - - ----- -- ----- ------- - ---- -------
Capitalization issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100121,958 (121,958) – ––––––
Issuance of shares under share award
schemes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,026 100,492 – – – – 103,518 – 103,518
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100– 82,759 – – – – 82,759 13,247 96,006
Acquisitions of non-controlling interests /H1100 – (213,683) – – – – (213,683) (71,355) (285,038)
Dividends declared and approved /H1100/H1100/H1100/H1100/H1100––––– (1,131,897) (1,131,897) (13,635) (1,145,532)
Appropriation to statutory reserve /H1100/H1100/H1100/H1100/H1100–––– 62,492 (62,492) – – –
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,542 – – – – 1,542 146 1,688----- ------ ---- --- ----- ------- ------- ----- -------
Balance at December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100531,411 2,977,551 (68,828) – 265,706 5,252,204 8,958,044 186,476 9,144,520
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 293 ---
Attributable to equity shareholders of the Company
Share capital Capital reserve
Other
comprehensive
income
Bonds payable
reserve
Statutory
reserve
Retained
earnings Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
note 33(b) note 33(c)(i) note 33(c)(ii) note 33(c)(iii) note 33(c)(iv)
Balance at January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100531,411 2,977,551 (68,828) – 265,706 5,252,204 8,958,044 186,476 9,144,520----- ------ ---- - - - ----- -- ----- ------- - ---- -------
Changes in equity for 2025:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 2,545,132 2,545,132 72,062 2,617,194
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 92,148 – – – 92,148 41 92,189
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 92,148 – – 2,545,132 2,637,280 72,103 2,709,383----- ------ ---- - - - ----- -- ----- ------- - ---- -------
Issuance of shares under share award
schemes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,747 159,571 – – – – 164,318 – 164,318
Issuance of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100– – – 4,495 – – 4,495 – 4,495
Conversion of convertible bonds into
ordinary shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 139 – (1) – – 139 – 139
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100– 86,460 – – – – 86,460 9,413 95,873
Acquisitions of non-controlling interests /H1100 – (160,940) – – – – (160,940) (67,615) (228,555)
Dividends declared and approved /H1100/H1100/H1100/H1100––––– (1,172,618) (1,172,618) (16,360) (1,188,978)
Appropriation to statutory reserve /H1100/H1100/H1100/H1100/H1100–––– 2,374 (2,374) – – –
Others* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 10,425 – – – – 10,425 50 10,475----- ------ ---- --- ----- ------- ------- ----- -------
Balance at December 31, 2025 /H1100/H1100/H1100/H1100/H1100536,159 3,073,206 23,320 4,494 268,080 6,622,344 10,527,603 184,067 10,711,670
* Others mainly include the changes in the Group’s share of net assets of its associates, other than those arising from the associates’ profit or loss, ot her comprehensive income or profit
distribution. Such changes mainly arose from the listing of an associate in 2023, equity-settled share-based payment expenses of this associate und er its share award scheme, and passive
equity dilution of certain associates during the Track Record Period.
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 294 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in RMB)
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Operating activities
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(b) 1,517,160 2,945,423 816,901
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031(a) (87,247) (199,964) (336,094)
Net cash generated from operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,429,913 2,745,459 480,807-------- -------- -------
Investing activities
Payments for purchase of property, plant and equipment,
intangible assets and other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100(70,297) (428,882) (365,120)
Proceeds from disposal of property, plant and equipment,
intangible assets and other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H11001,218 – –
Payments for interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(70,000) – (35,528)
Proceeds from disposal of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 11,610 –
Dividend received from associates and equity investments /H1100 3,782 27,249 17,074
Net cash outflows from disposal of a subsidiary /H1100/H1100/H1100/H1100/H1100/H1100/H1100(43,545) – –
Payments for purchase of equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (72,547) (56,469)
Proceeds from disposal of equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 38,934 293,128
Payments for purchase of financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,086,421) (4,755,461) (4,272,734)
Proceeds from financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,260,810 3,675,618 4,725,656
Net cash (used in)/generated from investing activities /H1100/H1100 (4,453) (1,503,479) 306,007-------- -------- -------
Financing activities
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (72,549) (73,321) (75,191)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (2,368) (2,894) (7,170)
Proceeds from bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) 444,890 1,372,408 1,076,237
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (433,041) (710,482) (1,051,254)
Repayments of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (5,235) – –
Proceeds from issuance of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) – – 1,096,920
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022(c) (23,936) (22,581) (23,083)
Increase in restricted cash in connection with bank loans
drawn /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (52,750) –
Proceeds from share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 103,518 164,318
Payments for acquisition of
non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,567) (278,345) (111,953)
Contributions from non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 146 50
Distributions to non-controlling shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(26,661) (13,635) (16,360)
Dividend paid to equity shareholders of the Company /H1100/H1100/H1100/H110033(d) (487,713) (1,131,897) (1,172,618)
Payments for listing expenses to be deducted from equity /H1100 – – (9,372)
Net cash used in financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(613,180) (809,833) (129,476)-------- -------- -------
Net increase in cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100812,280 432,147 657,338
Cash and cash equivalents at the beginning of year /H1100/H1100/H1100 928,610 1,789,101 2,328,704
Effect of foreign exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,211 107,456 81,700
Cash and cash equivalents at the end of year /H1100/H1100/H1100/H1100/H1100/H1100/H110022(a) 1,789,101 2,328,704 3,067,742
The accompanying notes form part of the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 295 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
(Expressed in RMB)
1 BASIS OF PREPARATION AND PRESENTATION OF THE HISTORICAL FINANCIAL INFORMATION
The Company was formerly established as a limited liability company in Changsha, Hunan, the People’s Republic of
China (the “PRC”) on December 6, 2011, and converted to a joint stock limited liability company on June 6, 2016.
The Company’s A Shares have been listed on the Shenzhen Stock Exchange (stock code: 300866) since August 2020.
The Group are principally engaged in independent research and development, design and sales of consumer electronic
products such as peripheral products for mobile devices and intelligent hardware products under own brands. The products
are mainly consumer electronic products such as smart charging and power storage, smart audio and video, and smart home.
The financial statements of the Company and the subsidiaries of the Group for which there are statutory requirements
were prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries and
regions in which they were incorporated and/or established. The statutory financial statements of the Company for the years
ended December 31, 2023, 2024 and 2025 were prepared in accordance with the Accounting Standards for Business
Enterprises issued by the Ministry of Finance of the PRC and audited by KPMG Huazhen LLP (ה
(౷ஷΥྫ)).
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 296 ---
During the Track Record Period, the Company has direct or indirect interests in the following principal subsidiaries, all of which are private compan ies:
Proportion of ownership interest as at
Company name
Place of incorporation
and business and date
of incorporation
Particulars of registered
capital and paid-up
capital
December 31,
2023
December 31,
2024
December 31,
2025
At the
date of
this report Principal activities Name of auditor
Shenzhen Oceanwing Smart Innovation
Co., Ltd.ʮ̡
(i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen, PRC
January 17, 2014
RMB1,000,000 76.44% 83.02% 87.28% 87.28% Research and development 2023-2025: Shenzhen Tianchen Certified
Public Accountants (General
Partnership)ה
(౷ஷΥྫ)
Hunan Anker Electronic Technology
Co., Ltd.ʮ̡
(i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Hunan, PRC
June 5, 2017
RMB617,000,000 100% 100% 100.00% 100.00% Procurement 2023-2025: Hunan Zhongtong Certified
Public Accountants Co., Ltd.ʕҕ
ப΂ʮ̡
Anker Innovations Limited /H1100/H1100/H1100/H1100/H1100/H1100Hong Kong
October 18, 2013
Hong Kong Dollar
(“HKD”) 10,000
100% 100% 100.00% 100.00% Sales and distribution 2023-2024: Zhonghui Anda CPA Limited
ʮ̡
2025: (ii)
Fantasia Trading LLC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100United States
July 2, 2009
United States dollars
(“USD”) 60,000
100% 100% 100.00% 100.00% Sales and distribution 2023-2025: (ii)
Anker Technology (UK) Ltd. /H1100/H1100/H1100/H1100/H1100United Kingdom
November 7, 2013
Great Britain Pound
(“GBP”) 10,000
100% 100% 100.00% 100.00% Sales and distribution 2023-2024: Azets Audit Services
2025: (ii)
Anker Japan Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Japan
January 30, 2013
Japanese Y en (“JPY”)
160,000,000
100% 100% 100.00% 100.00% Sales and distribution 2023-2025: (ii)
Power Mobile Life LLC /H1100/H1100/H1100/H1100/H1100/H1100/H1100United States
November 5, 2015
USD50,000 100% 100% 100.00% 100.00% Sales and distribution 2023-2025: (ii)
Anker MEA – FZE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The United Arab Emirates
January 13, 2022
United Arab Emirates
Dirham (“AED”) 50,000
100% 100% 100.00% 100.00% Sales and distribution 2023-2024: NBN Auditing of Accounts
2025: (ii)
Notes:
(i) These companies are limited liability companies established in the PRC. The English translation of the names is for identification only. The offi cial names of these entities are in Chinese.
(ii) No audited financial statements have been prepared for the relevant entities in the respective year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 297 ---
The Historical Financial Information has been prepared in accordance with all applicable IFRS Accounting Standards
as issued by the International Accounting Standards Board (“IASB”). Further details of the material accounting policy
information are set out in note 2.
The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing the
Historical Financial Information, the Group has adopted all applicable new and revised IFRS Accounting Standards to the
Track Record Period, except for any new standards or interpretations that are not yet effective for the accounting period
beginning January 1, 2025. The revised and new accounting standards and interpretations issued but not yet effective for the
accounting year beginning January 1, 2025 are set out in note 39.
The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The accounting policies set out below have been applied consistently to all periods presented in the Historical
Financial Information.
The Historical Financial Information is presented in RMB and all values are rounded to the nearest thousand
(RMB’000) except when otherwise indicated.
2 MATERIAL ACCOUNTING POLICY INFORMATION
(a) Basis of measurement
The measurement basis used in the preparation of the financial statements is the historical cost basis except that the
following assets and liabilities are stated at their fair value as explained in the accounting policies below:
– other investments in securities (see note 2(f));
– derivative financial instruments (see note 2(g)); and
– other financial liabilities.
(b) Use of estimates and judgments
The preparation of the financial statements in conformity with IFRS Accounting Standards requires management to
make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various other factors
that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Judgments made by management in the application of IFRS Accounting Standards that have significant effect on the
Historical Financial Information and major sources of estimation uncertainty are discussed in note 3.
(c) Consolidation
(i) Business combination involving entities under common control
A business combination involving entities under common control is a business combination in which all of the
combining entities are controlled by the same party or parties both before and after the business combination, and that control
is not transitory. The assets acquired and liabilities assumed are measured based on their carrying amounts in the financial
statements of the controlling party at the combination date. The difference between the carrying amounts of the net assets
acquired and the consideration paid for the combination is adjusted to equity. Any costs directly attributable to the
combination are recognized in profit or loss when incurred. The combination date is the date on which the acquirer
effectively obtains control of the acquiree.
(ii) Business combination involving entities not under common control
A business combination involving entities not under common control is a business combination in which all of the
combining entities are not controlled by the same party or parties both before and after the business combination. Acquisition
related costs are expensed when incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities, if the
recognition criteria are met, are recognized by the Group at their acquisition date fair value. The acquisition date is the date
on which the acquirer obtains control of the acquiree.
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 298 ---
(d) Subsidiaries and non-controlling interests
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. Except for business combination involving entities under common control, the financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences until the date on which control
ceases.
Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency
transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized losses resulting from
intra-group transactions are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence
of impairment.
For each business combination, the Group can elect to measure any non-controlling interests (“NCI”) either at fair
value or at the NCI’s proportionate share of the subsidiary’s net identifiable assets. NCI are presented in the consolidated
statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company.
NCI in the results of the Group are presented on the face of the consolidated statement of profit or loss and other
comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between NCI
and the equity shareholders of the Company. Loans from holders of NCI and other contractual obligations towards these
holders are presented as financial liabilities in the consolidated statement of financial position in accordance with notes 2(t)
or 2(r) depending on the nature of the liability.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.
When the Group loses control of a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any
related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained
in that former subsidiary is measured at fair value when control is lost.
In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses
(see note 2(m)), unless it is classified as held for sale (or included in a disposal group classified as held for sale).
(e) Associates
An associate is an entity in which the Group or the Company has significant influence, but not control or joint control,
over the financial and operating policies.
An interest in an associate is accounted for using the equity method, unless it is classified as held for sale (or included
in a disposal group classified as held for sale). They are initially recognized at cost, which includes transaction costs.
Subsequently, the financial statements include the Group’s share of the profit or loss and other comprehensive income
(“OCI”) of those investees, until the date on which significant influence ceases.
When the Group’s share of losses exceeds its interest in the associate, the Group’s interest is reduced to nil and
recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of the investee. For this purpose, the Group’s interest is the carrying amount of the investment
under the equity method, together with any other long-term interests that in substance form part of the Group’s net
investment in the associate, after applying the ECL model to such other long-term interests where applicable (see note
2(m)(i)).
Unrealized profits resulting from transactions between the Group and its associates are eliminated to the extent of the
Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent
there is no evidence of impairment.
(f) Other investments in securities
The Group’s policies for investments in securities, other than investments in subsidiaries and associates, are set out
below.
Investments in securities are recognized/derecognized on the date the Group commits to purchase/sell the investment.
The investments are initially stated at fair value plus directly attributable transaction costs, except for those investments
measured at fair value through profit or loss (“FVPL”) for which transaction costs are recognized directly in profit or loss.
For an explanation of how the Group determines fair value of financial instruments, see note 34(e). These investments are
subsequently accounted for as follows, depending on their classification.
(i) Non-equity investments
Non-equity investments are classified into one of the following measurement categories:
– amortized cost, if the investment is held for the collection of contractual cash flows which represent solely
payments of principal and interest. Expected credit losses, interest income calculated using the effective
interest method (see note 2(x)(ii)(c)), foreign exchange gains and losses are recognized in profit or loss. Any
gain or loss on derecognition is recognized in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 299 ---
– Fair V alue through Other Comprehensive Income (“FVOCI”) — recycling, if the contractual cash flows of the
investment comprise solely payments of principal and interest and the investment is held within a business
model whose objective is achieved by both the collection of contractual cash flows and sale. Expected credit
losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses
are recognized in profit or loss and computed in the same manner as if the financial asset was measured at
amortized cost. The difference between the fair value and the amortized cost is recognized in OCI. When the
investment is derecognized, the amount accumulated in OCI is recycled from equity to profit or loss.
– FVPL if the investment does not meet the criteria for being measured at amortized cost or FVOCI (recycling).
Changes in the fair value of the investment (including interest) are recognized in profit or loss.
(ii) Equity investments
An investment in equity securities is classified as FVPL, unless the investment is not held for trading purposes and
on initial recognition the Group makes an irrevocable election to designate the investment at FVOCI (non-recycling) such
that subsequent changes in fair value are recognized in OCI. Such elections are made on an instrument-by-instrument basis,
but may only be made if the investment meets the definition of equity from the issuer’s perspective. If such election is made
for a particular investment, at the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is
transferred to retained earnings and not recycled through profit or loss. Dividends from an investment in equity securities,
irrespective of whether classified as at FVPL or FVOCI, are recognized in profit or loss as other income.
(g) Derivative financial instruments
The Group holds derivative financial instruments to manage its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial
asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequently, they are measured at fair value with changes therein
recognized in profit or loss, except where the derivatives qualify for cash flow hedge accounting or hedges of net investment
in a foreign operation (see note 2(h)).
(h) Hedging
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with
highly probable forecast transactions arising from changes in foreign exchange rates.
(i) Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value
of the derivative is recognized in OCI within equity. The effective portion that is recognized in OCI is limited to the
cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any
ineffective portion is recognized immediately in profit or loss.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as
inventory, the amount accumulated in the OCI is removed from the reserve and is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated is reclassified through OCI to profit or loss as a
reclassification adjustment in the same period or periods during which the hedged expected future cash flows affect profit
or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated
or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting is discontinued, the amount
that has been accumulated in the OCI remains in equity until the transaction occurs and it is recognized in accordance with
the above policy.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
OCI is immediately reclassified through OCI to profit or loss.
(i) Investment property
Investment property is initially measured at cost, and subsequently at cost less subsequent accumulated depreciation
and any accumulated impairment losses. Depreciation is recognized so as to write off the cost of investment property over
its estimated useful lives (20 years) and after taking into account its estimated residual value, using the straight-line method.
Any gain or loss on disposal of investment property is recognized in profit or loss. Rental income from investment
properties is recognized in accordance with note 2(x)(ii)(a).
(j) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2(m)).
Construction in progress is stated at cost less any impairment losses, and is not depreciated. Cost comprises the
purchase costs of the asset and the related construction and installation costs. Construction in progress is reclassified to the
appropriate category of property, plant and equipment when completed and ready for use.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 300 ---
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components).
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual
value, if any, using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.
The estimated useful lives are as follows:
– Building /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 years
– V ehicle /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years
– Electronic equipment and others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years
– Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Over the lease terms
Depreciation methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
(k) Intangible assets
Expenditure on research activities is recognized in profit or loss as incurred. Development expenditure is capitalized
only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future
economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use
or sell the resulting asset. Otherwise, it is recognized in profit or loss as incurred. Capitalized development expenditure is
subsequently measured at cost less accumulated amortization and any accumulated impairment losses.
Other intangible assets, including software and patent right, that are acquired by the Group and have finite useful lives
are measured at cost less accumulated amortization and any accumulated impairment losses (see note 2(m)).
Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the
straight-line method over their estimated useful lives, if any, and is generally recognized in profit or loss.
The estimated useful lives are as follows:
– Software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 years
– Patent right /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 years
Amortization methods, useful lives and residual values are reviewed annually and adjusted if appropriate.
(l) Leased assets
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control
is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of
the economic benefits from that use.
(i) As a lessee
Where the contracts contain lease component(s) and non-lease component(s), the Group has elected to separate
non-lease components and allocated the consideration in the contract to each lease component on the basis of the relative
stand-alone price.
At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for short-term
leases that have a lease term of 12 months or less and leases of low-value assets. When the Group enters into a lease in
respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis. If not capitalized
the associated lease payments are recognized in profit or loss on a systematic basis over the lease term.
Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease payments
payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortized
cost and interest expense is recognized using the effective interest method. V ariable lease payments that do not depend on
an index or rate are not included in the measurement of the lease liability, and are charged to profit or loss as incurred.
The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less
accumulated depreciation and impairment losses (see note 2(m)).
Refundable rental deposits are accounted for separately from the right-of-use assets in accordance with the accounting
policy applicable to investments in non-equity securities carried at amortized cost (see note 2(f)(i)). Any excess of the
nominal value over the initial fair value of the deposits is accounted for as additional lease payments made and is included
in the cost of right-of-use assets.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 301 ---
The lease liability is remeasured when there is a change in future lease payments arising from a change in an index
or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee,
or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease
liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or
is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease
or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted
for as a separate lease. In this case, the lease liability is remeasured based on the revised lease payments and lease term using
a revised discount rate at the effective date of the modification.
In the consolidated statements of financial position, the current portion of long-term lease liabilities is determined as
the principal portion of contractual payments that are due to be settled within twelve months after the reporting period.
(ii) As a lessor
The Group determines at lease inception whether each lease is a finance lease or an operating lease. A lease is
classified as a finance lease if it transfers substantially all the risks and rewards incidental to the ownership of an underlying
assets to the lessee. Otherwise, the lease is classified as an operating lease.
When a contract contains lease and non-lease components, the Group allocates the consideration in the contract to
each component on a relative stand-alone selling price basis. The rental income from operating leases is recognized in
accordance with note 2(x)(ii)(a).
When the Group is an intermediate lessor, the sub-leases are classified as a finance lease or as an operating lease with
reference to the right-of-use asset arising from the head lease. If the head lease is a short-term lease to which the Group
applies the exemption described in note 2(l), then the Group classifies the sub-lease as an operating lease.
(m) Credit losses and impairment of assets
(i) Credit losses from financial instruments, contract assets and lease receivables.
The Group recognizes a loss allowance for expected credit losses (ECLs) on:
– financial assets measured at amortized cost (including cash and cash equivalents, term deposits and restricted
cash, trade receivables and other receivables) and contract assets as defined in IFRS 15;
– non-equity securities measured at FVOCI (recycling) (see note 2(f)(i));
– lease receivables.
Other financial assets measured at fair value are not subject to the ECL assessment.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present
value of all expected cash shortfalls between the contractual and expected amounts.
The expected cash shortfalls are discounted using the following rates if the effect is material:
– fixed-rate financial assets, trade and other receivables and contract assets: effective interest rate
determined at initial recognition or an approximation there of;
– variable-rate financial assets: current effective interest rate;
– lease receivables: discount rate used in the measurement of the lease receivable.
The maximum period considered when estimating ECLs is the maximum contractual period over which the
Group is exposed to credit risk.
ECLs are measured on either of the following bases:
– 12-month ECLs: these are the portion of ECLs that result from default events that are possible within
the 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months); and
– lifetime ECLs: these are the ECLs that result from all possible default events over the expected lives
of the items to which the ECL model applies.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are
measured at 12-month ECLs:
– financial instruments that are determined to have low credit risk at the reporting date; and
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 302 ---
– other financial instruments (including loan commitments issued) for which credit risk (i.e. the risk of
default occurring over the expected life of the financial instrument) has not increased significantly since
initial recognition.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime
ECLs.
Significant increases in credit risk
When determining whether the credit risk of a financial instrument has increased significantly since initial
recognition and when measuring ECLs, the Group considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment, that includes forward-looking
information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days
past due.
The Group considers a financial asset to be in default when:
– failure to make payments of principal or interest on their contractually due dates;
– an actual or expected significant deterioration in a financial instrument’s external or internal credit
rating (if available);
– an actual or expected significant deterioration in the operating results of the debtor; and
– existing or forecast changes in the technological, market, economic or legal environment that have a
significant adverse effect on the debtor ability to meet its obligation to the Group.
ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since
initial recognition. Any change in the ECL amount is recognized as an impairment gain or loss in profit or loss. The
Group recognizes an impairment gain or loss for all financial instruments with a corresponding adjustment to their
carrying amount through a loss allowance account, except for investments in non-equity securities that are measured
at FVOCI (recycling), for which the loss allowance is recognized in OCI and accumulated in the fair value reserve
(recycling) does not reduce the carrying amount of the financial asset in the statement of financial position (see note
2(f)).
Credit-impaired financial assets
At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is
credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable events:
– significant financial difficulties of the debtor;
– a breach of contract, such as a default or past due event;
– the restructuring of a loan or advance by the Group on terms that the Group would not consider
otherwise;
– it is probable that the debtor will enter bankruptcy or other financial reorganization; or
– the disappearance of an active market for a security because of financial difficulties of the issuer.
Write-off policy
The gross carrying amount of a financial asset or contract asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the
debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off.
Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment
in profit or loss in the period in which the recovery occurs.
(ii) Impairment of other non-current assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories,
contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 303 ---
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”s). Goodwill
arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies
of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal.
V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to
the extent that the resulting carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortization, if no impairment loss had been recognized.
(n) Inventories
Inventories are measured at the lower of cost and net realizable value as follows:
Cost is calculated using the weighted average cost formula by month and comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(o) Contract assets and contract liabilities
A contract asset is recognized when the Group recognizes revenue (see note 2(x)(i)) before being unconditionally
entitled to the consideration under the terms in the contract. Contract assets are assessed for ECLs (see note 2(m)(i)) and
are reclassified to receivables when the right to the consideration has become unconditional (see note 2(p)).
A contract liability is recognized when the customer pays non-refundable consideration before the Group recognizes
the related revenue (see note 2(x)(i)). A contract liability is also recognized if the Group has an unconditional right to receive
non-refundable consideration before the Group recognizes the related revenue. In such latter cases, a corresponding
receivable is also recognized (see note 2(p)).
When the contract includes a significant financing component, the contract balance includes interest accrued under
the effective interest method (see note 2(x)(i)).
(p) Trade and other receivables
A receivable is recognized when the Group has an unconditional right to receive consideration and only the passage
of time is required before payment of that consideration is due.
Trade receivables that do not contain a significant financing component are initially measured at their transaction
price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair
value plus transaction costs. All receivables are subsequently stated at amortized cost (see note 2(m)(i)).
Insurance reimbursement is recognized and measured in accordance with note 2(w).
(q) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial
institutions, and other short-term, highly liquid investments that are readily convertible into known amounts of cash and
which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition.
Cash and cash equivalents are assessed for ECL (see note 2(m)(i)).
(r) Trade and other payables (other than refund liabilities)
Trade and other payables are initially recognized at fair value. Subsequent to initial recognition, trade and other
payables are stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at
invoice amounts.
(s) Interest-bearing borrowings
Bank loans are measured initially at fair value less transaction costs. Subsequent these bank loans are stated at
amortized cost using the effective interest method. Interest expense is recognized in accordance with note 2(z).
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 304 ---
(t) Convertible bonds
(i) Convertible bonds that contain an equity component
Compound financial instruments issued by the Group comprise convertible bonds denominated in RMB that can be
converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary
with changes in fair value.
The liability component of compound financial instruments is initially recognized at the fair value of a similar
liability that does not have an equity conversion option. The equity component is initially recognized at the difference
between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any
directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial
carrying amounts.
Subsequent to initial recognition, the liability component is measured at amortized cost using the effective interest
method. Interest is recognized in profit or loss. The equity component is not remeasured and is recognized in the bonds
payable reserve until the bonds are converted.
If the bonds are converted, the bonds payable reserve, together with the carrying amount of the liability component
at the time of conversion, is transferred to share capital and capital reserve as consideration for the shares issued.
(ii) Other convertible bonds
For convertible bonds which do not contain an equity component, at initial recognition the derivative component is
measured at fair value and presented as part of derivative financial instruments (see note 2(g)). Any excess of proceeds over
the amount initially recognized as the derivative component is recognized as the host liability component. Any directly
attributable transaction costs are allocated to the host liability and derivative components in proportion to their initial
carrying amounts. The portion of the transaction costs relating to the host liability component is recognized initially as part
of the liability. The portion relating to the derivative component is recognized immediately in profit or loss.
The derivative component is subsequently remeasured in accordance with note 2(g). The host liability component is
subsequently carried at amortized cost using effective interest method. Interest related to the host liability component is
recognized in profit or loss.
If the bonds are converted, the shares issued are measured at fair value and any difference between the fair value of
shares issued and the carrying amounts of the derivative and liability components are recognized in profit or loss. If the
bonds are redeemed, any difference between the amount paid and the carrying amounts of both components is recognized
in profit or loss.
(u) Employee benefits
(i) Short-term employee benefits and contributions to defined contribution retirement plans
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount
expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
Obligations for contributions to defined contribution retirement plans are expensed as the related service is provided.
(ii) Share-based payments
The grant-date fair value of equity-settled share-based payments granted to employees is measured using the
Black-Scholes model. The amount is generally recognized as an expense, with a corresponding increase in equity, over the
vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which
the related service conditions are expected to be met, such that the amount ultimately recognized is based on the number
of awards that meet the related service conditions at the vesting date. The equity amount is recognized in the capital reserve
until the award is vested (when it is included in the amount recognized in share capital for the shares issued).
(iii) Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits
and when the Group recognizes costs for a restructuring.
(v) Income tax
Income tax expense comprises current tax and deferred tax. It is recognized in profit or loss except to the extent that
it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any
adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes.
It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising
from dividends.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 305 ---
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss and does not give rise to equal
taxable and deductible temporary differences;
– temporary differences related to investment in subsidiaries, associates to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in
the foreseeable future;
– taxable temporary differences arising on the initial recognition of goodwill; and
– those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar
Two model rules published by the Organization for Economic Co-operation and Development.
The Group recognized deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and
right-of-use assets.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits
are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary
differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of
existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets and liabilities are offset only if certain criteria are met.
(w) Provisions and contingent liabilities
Generally provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessment of the time value of money and the risks specific to the liability.
A provision for warranties is recognized when the underlying products or services are sold, based on historical
warranty data and a weighting of possible outcomes against their associated probabilities.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating
the contract and the expected net cost of continuing with the contract, which is determined based on the incremental costs
of fulfilling the obligation under that contract and an allocation of other costs directly related to fulfilling that contract.
Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract (see
note 2(m)(ii)).
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future
events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a
separate asset is recognized for any expected reimbursement that would be virtually certain. The amount recognized for the
reimbursement is limited to the carrying amount of the provision.
(x) Revenue and other income
Income is classified by the Group as revenue when it arises from the sale of goods, the provision of services or the
use by others of the Group’s assets under leases in the ordinary course of the Group’s business.
Further details of the Group’s revenue and other income recognition policies are as follows:
(i) Revenue from contract with customers
The Group is the principal for its revenue transactions and recognizes revenue on a gross basis, including the sale of
electronic products that are sourced externally. In determining whether the Group acts as a principal or as an agent, it
considers whether it obtains control of the products before they are transferred to the customers. Control refers to the Group’s
ability to direct the use of and obtain substantially all of the remaining benefits from the products.
Revenue is recognized when control over a product or service is transferred to the customer at the amount of promised
consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties such
as value added tax or other sales taxes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 306 ---
The periods and terms of product quality warranty are provided in accordance with the laws and regulations related
to the products. The Group recognizes provision for the warranty, which is presented as cost of sales (see note 2(w)). Some
contracts for the sale of products provide customers with rights of return, giving rise to variable consideration (see note 3(i)).
A refund liability is recognized for the expected returns, and is included in other payables (see note 24).
(a) Online Sales
For online Business-to-Consumer (“B2C”) sales, the sales platform is responsible for delivering the goods to
customer or the Group entrusts a logistics company to deliver the goods to customer. The Group recognizes revenue
when customers obtain control of relevant goods.
For e-commerce warehousing mode sales, the Group’s customers are self-operated e-commerce platforms.
Consumers directly place orders and make payments to the e-commerce platform, and the e-commerce platform
directly delivers goods to consumers through its own or third-party logistics after receiving the consumers’ payment.
The Group recognizes revenue when customers obtain control of relevant goods.
(b) Offline sales
For offline sales, customers directly place orders with the Group after signing a contract with the Group. The
contract only includes one performance obligation for product sales. The Group delivers goods to customers by the
delivery terms agreed in the contract, completes the performance obligation when customers receive the goods
according to the agreement in the contract and international trade terms, transfers the control right of relevant goods
to customers, and recognizes revenue at that point in time.
(ii) Revenue from other sources and other income
(a) Rental income from operating leases
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the term of the
lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
V ariable lease payments that do not depend on an index or a rate are recognized as income in the accounting period
in which they are earned.
(b) Dividends
Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is
established.
(c) Interest income
Interest income is recognized using the effective interest method. The “effective interest rate” is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying
amount of the financial asset. In calculating interest income, the effective interest rate is applied to the gross carrying
amount of the asset (when the asset is not credit-impaired). However, for financial assets that have become
credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate
to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest
income reverts to the gross basis.
(d) Government grants
Government grants are recognized in the statement of financial position initially when there is reasonable
assurance that they will be received and that the Group will comply with the conditions attaching to them.
Grants that compensate the Group for expenses incurred are recognized as income in profit or loss on a
systematic basis in the same periods in which the expenses are incurred.
Grants that compensate the Group for the cost of an asset are recognized as deferred income and subsequently
recognized in profit or loss on a systematic basis over the useful life of the asset.
(y) Translation of foreign currencies
Transactions in foreign currencies are translated into the respective functional currencies of group companies at the
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency
are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets
and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date
of the transaction. Foreign currency differences are generally recognized in profit or loss.
However, foreign currency differences arising from the translation of the following items are recognized in OCI:
– an investment in equity securities designated as at FVOCI;
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 307 ---
– qualifying cash flow hedges to the extent that the hedges are effective (see note 2(h)).
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated into RMB at the exchange rates at the reporting date. The income and expenses of foreign operations are
translated into RMB at the exchange rates at the dates of the transactions.
Foreign currency differences are recognized in OCI to the extent that the translation difference is allocated to NCI.
When a foreign operation is disposed of in its entirety or partially such that control, significant influence is lost, the
cumulative amount in OCI related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal. On disposal of a subsidiary that includes a foreign operation, the cumulative amount of the exchange differences
relating to that foreign operation that have been attributed to the NCI shall be derecognized, but shall not be reclassified to
profit or loss. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion
of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate while retaining
significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss.
(z) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of
that asset. Other borrowing costs are expensed in the period in which they are incurred.
(aa) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or the Group’s parent.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group (which means that each parent, subsidiary and
fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an
entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services
to the Group or to the Group’s parent.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
(ab) Segment reporting
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from
the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating
resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have
similar economic characteristics and are similar in respect of the nature of products and services, the nature of production
processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature
of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a
majority of these criteria.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 308 ---
3 ACCOUNTING JUDGMENT AND ESTIMATES
Note 2(m) contains information about the assumptions and their risk factors relating to measurement of ECL
allowance for trade receivables. Note 2(f) contains information about the fair value disclosure. Notes 2(i), 2(j), 2(k) and 2(l)
contains information about the accounting estimates relating to depreciation and amortization of assets such as property,
plant and equipment, intangible assets and right-of-use assets. Note 2(n) contains information about accounting estimates
relating to impairment of inventories. Note 2(v) contains information about recognition of deferred tax. Note 2(w) contains
information about provisions and contingent liabilities. Other significant sources of estimation uncertainty and accounting
judgments are as follows:
(i) Variable consideration for right of return
For contracts which provide a customer with a right to return the goods within a specified period, the expected value
method is used to estimate the goods that will not be returned because this method best predicts the amount of variable
consideration to which the Group will be entitled. The requirements in IFRS 15 on constraining estimates of variable
consideration are applied to determine the amount of variable consideration that can be included in the transaction price.
The Group has developed a statistical model for forecasting sales returns. The model used the historical return data
of each product to estimate expected return percentages. These percentages are applied to determine the expected value of
the variable consideration. Any significant changes in experience as compared to historical return pattern will impact the
expected return percentages estimated by the Group.
The Group recognizes a refund liability based on the amount expected to be returned. An asset is initially measured
by reference to the former carrying amount of the product expected to be returned less any expected costs to recover those
products (including potential decreases in the value of returned products). At the end of each reporting period, the Group
updates the measurement of the refund liability for changes in expectations about the amount of returns. The above assets
and liabilities are adjusted accordingly.
4 REVENUE AND SEGMENT REPORTING
(a) Revenue
The principal activities of the Group are independent research and development, design and sales of consumer
electronic products such as peripheral products for mobile devices and intelligent hardware products under own brands. The
products are mainly consumer electronic products.
(i) Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major products or service lines is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers within
the scope of IFRS 15
Disaggregated by major products or service lines
Smart charging and power storage /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,603,582 12,667,007 15,401,753
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,541,291 6,336,477 8,271,292
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,285,272 5,692,427 6,833,491
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,147 14,169 7,867
17,506,292 24,710,080 30,514,403
Revenue from other sources
Gross rentals from investment property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 1 1––
17,507,203 24,710,080 30,514,403
Disaggregation of revenue from contracts with customers by the timing of revenue recognition is set out below:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Point in time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,463,968 24,644,412 30,429,338
Over time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,324 65,668 85,065
17,506,292 24,710,080 30,514,403
The Group’s customer base is diversified, and there are no customers with whom transactions have exceeded 10% of
the Group’s revenues during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 309 ---
The Group has also applied the practical expedient in paragraph 121(a) of IFRS 15 to its sales contracts for electronic
products such that the above information does not include information about revenue that the Group will be entitled to when
it satisfies the remaining performance obligations under the contracts for sales of electronic products that had an original
expected duration of one year or less.
(b) Segment reporting
The Group determines the operating segments on the basis of internal organization structure, management
requirements and internal report principles. Management reviews the results of the Group’s operating segments regularly for
the purpose of making decisions about resource allocation and performance assessment.
In a manner consistent with the way in which information is reported internally to the Group’s most senior executive
management for the purposes of resource allocation and performance assessment, the Group has presented five reportable
segments based on geographical location: PRC (including Hong Kong), USA, Europe, Japan and others. No operating
segments have been aggregated to form the reportable segments.
(i) Segment results, assets and liabilities
For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior
executive management monitors the results, assets and liabilities attributable to each reportable segment on the following
bases:
The measure used for reporting segment result is segment revenue less segment cost (i.e. carrying amount of
inventories sold) and the measures used for segment assets and liabilities are total assets and total liabilities.
Revenue and cost are allocated to the reportable segments with reference to sales generated by those segments and
the carrying amount of inventories sold incurred by those segments.
Segment information for the year ended December 31, 2023 is as follows:
PRC
(including
Hong Kong) USA Europe Japan Others Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
revenue /H1100/H1100/H1100/H1100/H1100/H1100/H110022,988,636 8,057,297 5,302,801 2,502,145 1,576,922 (22,920,598) 17,507,203
Reportable segment
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(18,539,599) (6,404,232) (4,536,450) (1,989,325) (1,173,866) 22,758,213 (9,885,259)
Reportable segment
profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,449,037 1,653,065 766,351 512,820 403,056 (162,385) 7,621,944
Write-down of
inventories /H1100/H1100/H1100/H1100/H1100 (141,569)
Other income and
losses, net /H1100/H1100/H1100/H1100/H1100 319,219
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (1,413,867)
Selling and
distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (3,886,613)
General and
administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (658,897)
Impairment loss on
trade and other
receivables /H1100/H1100/H1100/H1100/H1100 (32,853)
Operating profit /H1100/H1100/H1100 1,807,364
Reportable segment
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,188,136 2,945,657 3,620,241 824,160 1,393,701 (16,195,192) 12,776,703
Reportable segment
liabilities /H1100/H1100/H1100/H1100/H1100/H110011,356,538 2,779,373 3,350,452 655,468 846,467 (14,372,894) 4,615,404
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 310 ---
Segment information for the year ended December 31, 2024 is as follows:
PRC
(including
Hong Kong) USA Europe Japan Others Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
revenue /H1100/H1100/H1100/H1100/H1100/H1100/H110030,121,926 11,215,491 9,111,353 3,472,937 3,020,172 (32,231,799) 24,710,080
Reportable segment
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,628,264) (9,096,586) (8,023,626) (2,735,359) (2,681,931) 32,224,573 (13,941,193)
Reportable segment
profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,493,662 2,118,905 1,087,727 737,578 338,241 (7,226) 10,768,887
Write-down of
inventories /H1100/H1100/H1100/H1100/H1100 (124,100)
Other income and
losses, net /H1100/H1100/H1100/H1100/H1100 365,063
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (2,108,445)
Selling and
distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (5,569,791)
General and
administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (984,217)
Impairment loss on
trade and other
receivables /H1100/H1100/H1100/H1100/H1100 (6,909)
Operating profit /H1100/H1100/H1100 2,340,488
Reportable segment
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,307,667 3,509,105 3,900,228 1,068,767 1,658,570 (19,840,629) 16,603,708
Reportable segment
liabilities /H1100/H1100/H1100/H1100/H1100/H110016,342,221 3,355,584 3,475,051 835,795 1,039,182 (17,588,645) 7,459,188
Segment information for the year ended December 31, 2025 is as follows:
PRC
(including
Hong Kong) USA Europe Japan Others Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
revenue /H1100/H1100/H1100/H1100/H1100/H1100/H110033,202,708 13,647,455 13,308,623 4,021,597 4,962,796 (38,628,776) 30,514,403
Reportable segment
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(25,967,079) (10,393,298) (11,876,108) (2,985,121) (4,561,897) 39,020,528 (16,762,975)
Reportable segment
profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,235,629 3,254,157 1,432,515 1,036,476 400,899 391,752 13,751,428
Write-down of
inventories /H1100/H1100/H1100/H1100/H1100 (364,997)
Other income and
losses, net /H1100/H1100/H1100/H1100/H1100 575,314
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (2,892,785)
Selling and
distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (6,826,803)
General and
administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100 (1,246,690)
Impairment loss on
trade and other
receivables /H1100/H1100/H1100/H1100/H1100 (46,017)
Operating profit /H1100/H1100/H1100 2,949,450
Reportable segment
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,957,763 5,123,499 5,565,299 1,103,276 1,612,844 (26,295,788) 20,066,893
Reportable segment
liabilities /H1100/H1100/H1100/H1100/H1100/H110021,522,720 4,784,190 5,011,850 794,156 986,910 (23,744,603) 9,355,223
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 311 ---
Geographic information
The following table sets out information about the geographical location of the Group’s revenue from external
customers. The geographical location of customers is based on the location at which the goods were delivered, or the services
provided.
Revenue from external customers
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Northern America /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,370,483 11,881,100 14,132,565
Europe /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,679,519 5,680,850 8,151,055
PRC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100637,954 884,935 1,031,569
Rest of the world /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,819,247 6,263,195 7,199,214
17,507,203 24,710,080 30,514,403
During the Track Record Period, most of the Group’s specified non-current assets (primarily include property, plant
and equipment, right-of-use assets, intangible assets, interests in associates and other non-current assets) are located in the
PRC.
5 OTHER INCOME AND LOSSES, NET
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Dividend income from equity investments /H1100/H1100/H1100/H1100/H1100/H11003,782 7,403 3,843
Fair value change of other financial assets /H1100/H1100/H1100/H1100/H1100/H1100220,431 237,299 386,396
(Losses)/gains on disposal of a subsidiary and
interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,051) 3,055 –
Impairment loss of interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,524) –
Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,743 44,818 41,627
Net exchange (losses)/gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(32,626) 53,477 88,815
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,940 20,535 54,633
319,219 365,063 575,314
6 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging/(crediting):
(a) Finance costs
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,319 24,866 31,119
Interest on bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,762
Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,368 2,894 7,170
26,687 27,760 52,051
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 312 ---
(b) Staff costs
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,014,699 2,854,209 3,549,980
Retirement scheme contributions (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,624 73,035 123,393
Share-based payment expenses (note 30) /H1100/H1100/H1100/H1100/H1100/H1100/H110062,800 96,006 95,873
2,115,123 3,023,250 3,769,246
Note:
(i) Retirement scheme contributions
Employees of the Group’s subsidiaries in the PRC are required to participate in a defined contribution
retirement scheme administered and operated by the local municipal government.
The Group’s subsidiaries in the PRC contribute funds which are calculated on certain percentages as agreed
by the local municipal government to the scheme to fund the retirement benefits of employees.
All other overseas subsidiaries of the Group are subject to the statutory enterprise contribution retirement
scheme under the laws of the countries/jurisdictions.
The Group has no further material obligation for payment of other retirement benefits beyond the above
contributions. No forfeited contributions were utilized by the Group to reduce its contributions to the
abovementioned social insurance plan during the Track Record Period.
(c) Other items
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of inventories (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,026,828 14,065,293 17,127,972
Depreciation and amortization charge
– Property, plant and equipment (note 11) /H1100/H1100/H1100/H1100/H1100/H110046,742 51,746 97,100
– Right-of-use assets (note 12) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110077,192 76,220 94,345
– Intangible assets (note 13) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,891 3,569 5,886
– Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,996 3,946 1,794
Impairment losses recognized/(reversed)
– Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,428 8,511 26,676
– Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,425 (1,602) 19,341
Auditors’ remuneration
– Audit services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,793 3,250 3,400
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 612
Note:
(i) Cost of inventories include RMB22,550,000, RMB27,339,000, RMB50,184,000, relating to staff costs,
depreciation and amortization expenses for each of the years ended December 31, 2023, 2024 and 2025,
respectively, which are also included in the respective total amounts disclosed separately above or in Note 6(b)
for each of these types of expenses.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 313 ---
7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
(a) Taxation in the consolidated statements of profit or loss and other comprehensive income represents:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current tax
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100183,023 327,319 351,278
Under/(over)-provision in respect of prior years /H1100/H1100/H110024,719 (40,667) 6,237
207,742 286,652 357,515
Deferred tax
Origination and reversal of accumulated tax losses
and temporary differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(89,169) (149,427) (52,235)
118,573 137,225 305,280
Notes:
(i) PRC enterprise income tax (“EIT”)
The income tax provision of the Group in respect of its operations in PRC was calculated at a tax rate of 25%
on the assessable profits for the periods presented, based on the existing legislation, interpretation and
practices in respect thereof.
Under the PRC Enterprise Income Tax Laws, an enterprise which qualifies as a High and New Technology
Enterprise (“HNTE”) is entitled to a preferential tax rate of 15% provided it continues to meet HNTE
qualification standards on an annual basis. The Company and Shenzhen Oceanwing Smart Innovation Co.,
Ltd., as HNTEs, are entitled to a preferential tax rate of 15% during the Track Record Period.
In accordance with the “Announcement of the Ministry of Finance and State Taxation Administration on
Further Implementing the Preferential Income Tax Policies for Small and Micro Enterprises” (Caishui No. 13
[2022]), the “Announcement of the Ministry of Finance and State Taxation Administration on Income Tax
Preferences for Small and Micro Enterprises and Individual Businesses” (Caishui No. 6 [2023]), and the
“Announcement of the Ministry of Finance and State Taxation Administration on Relevant Tax and Fee
Policies With Respect to Further Supporting the Development of Small and Micro Enterprises and Individual
Businesses” (Caishui No. 12 [2023]), for small and micro enterprises the applicable rate of enterprise income
tax is 20%. Some of the Group’s subsidiaries meet the criteria as small and micro enterprises, therefore fall
in the scope of the above tax preferential.
During the Track Record Period, and an additional 100% of qualified research and development expenses
incurred is allowed to be deducted from taxable income under the PRC Enterprise Income Tax Law and its
relevant regulations.
(ii) Hong Kong profits tax
For the Hong Kong subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the
remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for the Hong Kong
subsidiary was calculated at the same basis in the Track Record Period.
(iii) Enterprise income tax in other jurisdictions
Taxation for subsidiaries incorporated in other jurisdictions is charged at the appropriate current rates of
taxation ruling in the relevant countries at a range from 0% to 35% during the reporting period.
According to the relevant taxation ruling of Malta, specific preferential tax rates can be applied to eligible
taxpayers. Some of subsidiaries of the Group in Malta entitled to preferential tax rate.
(iv) Pillar Two income taxes
The Group is a multinational enterprise group which is subject to the Global Anti-Base Erosion Model Rules
(“Pillar Two model rules”) published by the Organization for Economic Co-operation and Development.
Certain jurisdictions in which the Group operates have implemented local Pillar Two rules with effect from
January 1, 2024 and Pillar Two rules do not have a material impact on the Group’s consolidated financial
statements as at December 31, 2024. From January 1, 2025, the Group is liable to Pillar Two income taxes
under United Arab Emirates’s local Pillar Two rules for its earnings in United Arab Emirates, and Hong Kong
Inland Revenue (Amendment) (Minimum Tax for Multinational Enterprise Groups) Ordinance 2025 for its
earnings in the Hong Kong, as well as certain other low-taxed jurisdictions where a qualified domestic
minimum top-up tax has not been implemented.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 314 ---
Consequently, the Group has recognized a related current tax expense of RMB30,309,000 for the year ended
December 31, 2025.
The Group has applied the temporary mandatory exception from deferred tax accounting for the top-up tax and
accounted for the tax as current tax when incurred.
(b) Reconciliation between tax expense and accounting profit at applicable tax rates
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,812,512 2,348,349 2,922,474
Tax at the PRC income tax rate of 15% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100271,877 352,252 438,371
Differential income tax rates applicable to subsidiaries (65,277) 20,265 95,835
Under/(over)-provision in respect of prior years /H1100/H1100/H1100/H110024,719 (40,667) 6,237
Effect of non-taxable income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,889) (6,686) (28,376)
Effect of non-deductible costs, expense and losses /H1100/H1100/H11006,938 24,565 977
Utilization of tax losses previously not recognized /H1100/H1100/H1100(788) (516) (2,883)
Tax losses and deductible temporary difference not
recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,249 22,643 62,453
Additional deduction on research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(127,256) (234,631) (267,334)
Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118,573 137,225 305,280
8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
Details of emoluments of directors and supervisors are as follows:
Y ear ended December 31, 2023
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-total
Share-based
payment
expenses (i) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Mr. Y ang Meng /H1100/H1100/H1100/H1100/H1100/H1100/H110060 – 41 4 105 – 105
Mr. Zhao Dongping /H1100/H1100/H1100/H110060 485 249 4 798 – 798
Mr. Zhang Shanfeng /H1100/H1100/H1100/H110060 571 798 43 1,472 – 1,472
Mr. Zhu Fanghao /H1100/H1100/H1100/H1100/H1100/H110060 1,075 277 46 1,458 10,544 12,002
Mr. Xiong Kang
(appointed on July 3,
2023) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 1,304 764 43 2,136 2,726 4,862
Mr. Lian Meng /H1100/H1100/H1100/H1100/H1100/H1100/H110060 – – – 60 – 60
Mr. Gao Tao (resigned on
June 15, 2023) /H1100/H1100/H1100/H1100/H110030 47 – 4 81 – 81
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100355 3,482 2,129 144 6,110 13,270 19,380--- ---- ---- --- ---- ----- -----
Independent Directors
Mr. Deng Haifeng /H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Mr. Li Guoqiang /H1100/H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Mr. Gao Wenjin /H1100/H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100252 – – – 252 – 252--- ---- ---- --- ---- ----- -----
Supervisors
Ms. Y ang Ting /H1100/H1100/H1100/H1100/H1100/H1100/H110060 106 22 8 196 – 196
Ms. Liu Meiqing /H1100/H1100/H1100/H1100/H1100/H110060 101 53 8 222 – 222
Ms. Zeng Yi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060 158 78 8 304 – 304
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180 365 153 24 722 – 722---
---- ---- --- ---- ----- -----
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100787 3,847 2,282 168 7,084 13,270 20,354
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 315 ---
Y ear ended December 31, 2024
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-total
Share-based
payment
expenses (i) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Mr. Y ang Meng /H1100/H1100/H1100/H1100/H1100/H1100/H110060 – 1 7 68 – 68
Mr. Zhao Dongping /H1100/H1100/H1100/H110060 – 751 7 818 – 818
Mr. Zhang Shanfeng /H1100/H1100/H1100/H110060 – – 7 67 – 67
Mr. Zhu Fanghao /H1100/H1100/H1100/H1100/H1100/H110060 938 451 54 1,503 16,139 17,642
Mr. Xiong Kang /H1100/H1100/H1100/H1100/H1100/H110060 1,363 2,610 51 4,084 5,047 9,131
Mr. Lian Meng /H1100/H1100/H1100/H1100/H1100/H1100/H110060 – – – 60 – 60
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100360 2,301 3,813 126 6,600 21,186 27,786--- ---- ---- --- ---- ----- -----
Independent Directors
Mr. Deng Haifeng /H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Mr. Li Congliang
(appointed on
January 25, 2024) /H1100/H1100/H1100/H110079 – – – 79 – 79
Ms. Yi Xuan (appointed on
January 25, 2024) /H1100/H1100/H1100/H110079 – – – 79 – 79
Mr. Li Guoqiang (resigned
on January 25, 2024) /H1100/H1100 7–––7–7
Mr. Gao Wenjin (resigned
on January 25, 2024) /H1100/H1100 7–––7–7
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100256 – – – 256 – 256--- ---- ---- --- ---- ----- -----
Supervisors
Ms. Y ang Ting /H1100/H1100/H1100/H1100/H1100/H1100/H110060 112 67 8 247 – 247
Ms. Liu Meiqing /H1100/H1100/H1100/H1100/H1100/H110060 118 45 8 231 – 231
Ms. Zeng Yi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060 216 92 8 376 – 376
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180 446 204 24 854 – 854---
---- ---- --- ---- ----- -----
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100796 2,747 4,017 150 7,710 21,186 28,896
Y ear ended December 31, 2025
Directors’
fees
Salaries,
allowances
and benefits
in kind
Discretionary
bonuses
Retirement
scheme
contributions Sub-total
Share-based
payment
expenses (i) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors
Mr. Y ang Meng /H1100/H1100/H1100/H1100/H1100/H1100/H110060 6 – 10 76 – 76
Mr. Zhao Dongping /H1100/H1100/H1100/H110060 6 – 10 76 – 76
Mr. Zhang Shanfeng (ii) /H1100/H110060 5 – 10 75 – 75
Mr. Zhu Fanghao /H1100/H1100/H1100/H1100/H1100/H110060 1,846 470 59 2,435 19,694 22,129
Mr. Xiong Kang /H1100/H1100/H1100/H1100/H1100/H110060 1,860 1,300 58 3,278 1,898 5,176
Mr. Lian Meng (ii) /H1100/H1100/H1100/H1100/H110060 – – – 60 – 60
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100360 3,723 1,770 147 6,000 21,592 27,592--- ---- ---- ---- ---- ----- -----
Independent Directors
Mr. Deng Haifeng
(resigned on May 23,
2025) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042 – – – 42 – 42
Mr. Li Congliang /H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Ms. Yi Xuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084 – – – 84 – 84
Mr. Han Xi (appointed on
May 23, 2025) /H1100/H1100/H1100/H1100/H1100/H110051 – – – 51 – 51
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100261 – – – 261 – 261--- ---- ---- ---- ---- ----- -----
Supervisors
Ms. Y ang Ting (iii) /H1100/H1100/H1100/H110030 110 28 5 173 – 173
Ms. Liu Meiqing (iii) /H1100/H1100/H110030 99 38 6 173 – 173
Ms. Zeng Yi (iii) /H1100/H1100/H1100/H1100/H110030 169 116 6 321 – 321
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090 378 182 17 667 – 667---
---- ---- ---- ---- ----- -----
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100711 4,101 1,952 164 6,928 21,592 28,520
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 316 ---
Notes:
(i) These represent the estimated value of share awards to the directors and the supervisors under the Company’s
share award scheme. The value of these share awards is measured according to the Group’s accounting policies
for share-based payment transactions as set out in note 2(u)(ii). The details of share-based payment, including
the principal terms and number of share awards granted, are disclosed in note 30.
(ii) Mr. Zhang Shanfeng and Mr. Lian Meng were re-designated as Non-executive Directors by the shareholders
at the extraordinary general meeting held on November 27, 2025, and such re-designations shall take effect
upon the listing of the Company’s H shares.
(iii) The Company abolished the supervisory committee on July 1, 2025.
9 INDIVIDUALS WITH HIGHEST EMOLUMENTS
The number of directors and supervisors and other employees included in the five highest paid individuals during the
Track Record Period are set forth below:
Y ear ended December 31,
2023 2024 2025
Number of individuals Number of individuals Number of individuals
Directors and supervisors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222
Other employees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100333
555
The emoluments of the directors and supervisors are disclosed in note 8. The aggregate of the emoluments in respect
of the remaining highest paid individuals, are as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,924 1,982 3,908
Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,206 2,251 4,926
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 134 103
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,108 8,589 7,337
11,371 12,956 16,274
The emoluments of the remaining highest paid individuals are within the following bands:
Y ear ended December 31,
2023 2024 2025
Number of individuals Number of individuals Number of individuals
HK$3,000,001 – HK$3,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011–
HK$3,500,001 – HK$4,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100111
HK$5,500,001 – HK$6,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001––
HK$6,500,001 – HK$7,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1
HK$7,000,001 – HK$7,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1–
HK$7,500,001 – HK$8,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1
333
10 EARNINGS PER SHARE
(a) Basic earnings per share
Basic earnings per share for the years ended December 31, 2023, 2024 and 2025 are based on the profit attributable
to ordinary equity shareholders of the Company and the weighted average number of ordinary shares in issue.
As disclosed in note 33(b)(i), the Company distributed stock dividend of 3 ordinary shares for every 10 ordinary
shares in 2024. Accordingly, the weighted average number of ordinary shares has been adjusted retrospectively from January
1, 2023, for such stock dividends.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 317 ---
Profit attributable to ordinary equity shareholders of the Company
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year attributable to ordinary equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 2,114,430 2,545,132
Weighted average number of ordinary shares
Y ear ended December 31,
2023 2024 2025
’000 ’000 ’000
Issued ordinary shares at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,427 406,427 531,411
Capitalization issue (note 33 (b)(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100121,958 121,958 –
Effect of restricted shares vested /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,033 1,994
Conversion of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––– *
Weighted average number of ordinary shares in issue
at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100528,385 529,418 533,405
* Less than 500 shares.
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to ordinary equity shareholders of the
Company and the weighted average number of ordinary shares, calculated as follows:
Profit attributable to ordinary equity shareholders of the Company (diluted)
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit for the year attributable to ordinary equity
shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 2,114,430 2,545,132
After-tax effect of effective interest on the liability
component of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 11,698
Profit for the year attributable to ordinary equity
shareholders of the Company (diluted) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,614,872 2,114,430 2,556,830
Weighted average number of ordinary shares (diluted)
Y ear ended December 31,
2023 2024 2025
’000 ’000 ’000
Weighted average number of ordinary shares in issue /H1100 528,385 529,418 533,405
Effect of restricted shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,146 3,025 3,151
Effect of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 5,447
Weighted average number of ordinary shares in issue
(diluted) at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100529,531 532,443 542,003
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 318 ---
11 PROPERTY, PLANT AND EQUIPMENT
The Group
Building Vehicle
Electronic
equipment
and other
Construction in
progress
Leasehold
improvements
Investment
property Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 1,710 125,767 – 44,352 17,936 227,284
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100– 30 (282) – (76) – (328)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 6 42,296 – 16,301 – 58,603
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (9) (7,967) – – – (7,976)
At December 31, 2023 and at
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 1,737 159,814 – 60,577 17,936 277,583
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100– 24 (628) – (345) – (949)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 65 63,882 1,492,762 5,242 – 1,561,951
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (5,586) – – – (5,586)
At December 31, 2024 and at
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 1,826 217,482 1,492,762 65,474 17,936 1,832,999
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– (38) (612) – (295) – (945)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 322 147,505 104,074 61,234 – 313,135
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (43) (16,878) – – – (16,921)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,591,533 – – (1,591,533) – – –
At December 31, 2025 /H1100/H1100/H1100/H1100/H11001,629,052 2,067 347,497 5,303 126,413 17,936 2,128,268------- ------- ------- - ------- ------- ------ - --------
Accumulated depreciation:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,907) (844) (52,777) – (18,787) (4,555) (87,870)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100– (16) 90 – 10 – 84
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,875) (338) (32,360) – (11,272) (897) (46,742)
Written back on disposals /H1100/H1100/H1100/H1100– 5 6,749 – – – 6,754
At December 31, 2023 and at
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,782) (1,193) (78,298) – (30,049) (5,452) (127,774)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100– (20) 333 – (1) – 312
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,874) (317) (40,156) – (8,502) (897) (51,746)
Written back on disposals /H1100/H1100/H1100/H1100– – 4,794 – – – 4,794
At December 31, 2024 and at
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,656) (1,530) (113,327) – (38,552) (6,349) (174,414)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100– 33 317 – 13 – 363
Charge for the period /H1100/H1100/H1100/H1100/H1100/H1100(21,769) (214) (55,334) – (18,886) (897) (97,100)
Written back on disposals /H1100/H1100/H1100– 43 11,899 – – – 11,942
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100(36,425) (1,668) (156,445) – (57,425) (7,246) (259,209)------- ------- ------- -------- ------- ------- --------
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H110024,737 544 81,516 – 30,528 12,484 149,809
At December 31, 2024 /H1100/H1100/H1100/H1100/H110022,863 296 104,155 1,492,762 26,922 11,587 1,658,585
At December 31, 2025 /H1100/H1100/H1100/H1100/H11001,592,627 399 191,052 5,303 68,988 10,690 1,869,059
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 319 ---
The Company
Building Vehicle
Electronic
equipment
and other
Construction in
progress
Leasehold
improvements
Investment
property Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 48 99,147 – 38,224 17,936 192,874
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 40,162 – 10,528 – 50,690
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (9) (6,135) – – – (6,144)
At December 31, 2023 and at
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 39 133,174 – 48,752 17,936 237,420
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16 48,263 17,566 250 – 66,095
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (4,807) – – – (4,807)
At December 31, 2024 and at
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,519 55 176,630 17,566 49,002 17,936 298,708
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4 92,181 102,390 44,258 – 238,833
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (40) (14,883) – – – (14,923)
Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (119,956) 119,956 – –
At December 31, 2025 /H1100/H1100/H1100/H1100/H110037,519 19 253,928 – 213,216 17,936 522,618------ --- ------ - ----- ----- ----- ------
Accumulated depreciation:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,907) (44) (41,843) – (17,169) (4,555) (74,518)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,875) – (28,211) – (7,720) (897) (38,703)
Written back on disposals /H1100/H1100/H1100/H1100– 5 5,521 – – – 5,526
At December 31, 2023 and at
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,782) (39) (64,533) – (24,889) (5,452) (107,695)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,874) (1) (33,739) – (7,703) (897) (44,214)
Written back on disposals /H1100/H1100/H1100/H1100– – 4,266 – – – 4,266
At December 31, 2024 and at
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,656) (40) (94,006) – (32,592) (6,349) (147,643)
Charge for the period /H1100/H1100/H1100/H1100/H1100/H1100(1,874) (3) (43,787) – (15,327) (896) (61,887)
Written back on disposals /H1100/H1100/H1100– 40 10,727 – – – 10,767
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100(16,530) (3) (127,066) – (47,919) (7,245) (198,763)------ --- ------ ------ ----- ----- ------
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H110024,737 – 68,641 – 23,863 12,484 129,725
At December 31, 2024 /H1100/H1100/H1100/H1100/H110022,863 15 82,624 17,566 16,410 11,587 151,065
At December 31, 2025 /H1100/H1100/H1100/H1100/H110020,989 16 126,862 – 165,297 10,691 323,855
Note: As at December 31, 2024 and 2025, certain properties of the Group with carrying amount of RMB845,460,000 and
RMB912,858,000 were pledged as securities for bank loan, as disclosed under note 26.
As at December 31, 2023 and 2024 and 2025, the fair values of investment properties are not materially different from
their carrying amount.
As at December 31, 2025, the Group was in the process of applying for the title certificates of certain of its properties
with an aggregate carrying amount of RMB32,525,000. The Directors are of the opinion that the Group is entitled to
lawfully and validly occupy or use the above mentioned properties.
12 RIGHT-OF-USE ASSETS
The Group
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100229,219 209,797 234,741
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,265 66,966 316,865
Reduction /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(160,484) (36,245) (97,549)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(203) (5,777) (3,917)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209,797 234,741 450,140------ ------ ------
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 320 ---
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Accumulated depreciation:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(124,040) (76,743) (118,466)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(77,192) (76,220) (94,345)
Reduction /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100124,314 32,800 81,439
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100175 1,697 1,534
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,743) (118,466) (129,838)------------ ------------ ------------
Net book value:
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133,054 116,275 320,302
The Company
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096,637 56,452 64,882
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,997 11,463 481,698
Reduction /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(89,182) (3,033) (47,112)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056,452 64,882 499,468----- ----- -----
Accumulated depreciation:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(64,955) (11,769) (38,283)
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34,132) (29,181) (34,426)
Reduction /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,318 2,667 42,748
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,769) (38,283) (29,961)----- ----- -----
Net book value:
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,683 26,599 469,507
The analysis of expense items in relation to leases recognized in profit or loss is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Depreciation charge of right-of-use assets of buildings /H1100 77,192 76,220 94,345
Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,368 2,894 7,170
Expenses relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,290 78,042 147,650
The Group has obtained the right-of-use assets as its warehouse and offices through tenancy agreements. The leases
run for an initial period of 2 to 7 years.
Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in notes 22(d) and 28,
respectively.
13 INTANGIBLE ASSETS
Patent right Software Total
RMB’000 RMB’000 RMB’000
Cost:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 26,473 26,473
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (17) (17)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,886 4,886
At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100– 31,342 31,342
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (31) (31)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,500 8,913 18,413
At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H11009,500 40,224 49,724
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (97) (97)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,132 15,205 21,337
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,632 55,332 70,964----- ----- -----
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 321 ---
Patent right Software Total
RMB’000 RMB’000 RMB’000
Accumulated amortization:
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (6,077) (6,077)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–99
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (2,891) (2,891)
At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100– (8,959) (8,959)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–2 82 8
Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(80) (3,489) (3,569)
At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100(80) (12,420) (12,500)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 61 6
Charge for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,001) (4,885) (5,886)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,081) (17,289) (18,370)------------ ------------ ------------
Net book value:
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 22,383 22,383
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,420 27,804 37,224
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,551 38,043 52,594
The amortization charge for the year is mainly included in “research and development expenses”, “selling and
distribution expenses” and “general and administrative expenses” in the consolidated statements of profit or loss and other
comprehensive income.
14 INTERESTS IN ASSOCIATES AND INVESTMENT IN SUBSIDIARIES
(a) Interests in associates
In the opinion of the directors, no interests in associate are material to the Group.
The carrying amount and the Group’s share of the results of individually immaterial associates are shown in aggregate
as below:
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Aggregate carrying amount of individually
immaterial associates in the consolidated financial
statements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100517,075 525,435 581,970
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Aggregate amounts of the Group’s share of those
associates’:
– Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,835 35,621 25,075
– Other comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100855 (291) 1,458
Total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,690 35,330 26,533
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Aggregate carrying amount of individually
immaterial associates in the financial statements /H1100/H1100 412,127 414,321 426,835
There are no commitment or contingent liabilities relating to the Group’s interests in the associates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 322 ---
Both external and internal sources of information of associates are considered in assessing whether there is any
indicator that the investments may be impaired, including but not limited to information about financial position and
business performance of the associates, and a significant or prolonged decline in the fair value of an investment below
its carrying amount is also objective evidence of impairment. The Group carries out impairment assessments on those
investments with impairment indicators, and the respective recoverable amounts of investments are determined with
reference to the higher of fair value less costs of disposal and value in use.
During the years ended December 31, 2024, an aggregate impairment loss of approximately RMB1,524,000
had been recognized on the interests in an associate. Based on the associate’s operating status as at 31 December 2024,
the Group determined that the associate’s expected future cash flows were minimal. Accordingly, the recoverable
amount of the investment was assessed by management using discounted cash flow forecasts and determined to be
nil, and a full impairment loss was recognized. This associate was deregistered in 2025.
(b) Investment in subsidiaries
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investment in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,245,478 1,589,302 1,862,934
15 OTHER FINANCIAL ASSETS
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,125,257 1,285,073 1,218,970
Financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,699,659 4,032,657 3,508,786
3,824,916 5,317,730 4,727,756
Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,672,487 4,047,403 4,130,951
Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,152,429 1,270,327 596,805
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100746,188 891,514 846,585
Financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,305,631 2,328,417 2,693,847
3,051,819 3,219,931 3,540,432
Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,255,416 2,326,055 3,316,012
Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100796,403 893,876 224,420
Notes:
(i) Financial products at FVPL failed the solely payments of principal and interest (“SPPI”) criterion.
(ii) Financial products at FVOCI are held within a business model with the objective of both holding to collect
of contractual cash flows and selling, and the contractual cash flows qualify for the SPPI criterion.
(iii) Financial products at amortized cost are held for collection of contractual cash flow and the contractual cash
flows of these investment qualify for SPPI criterion.
As at December 31, 2023 and 2024 and 2025, the financial products were issued by reputable financial institutions.
16 OTHER NON-CURRENT ASSETS
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments for non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,247,495 14,665 30,534
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 66,819 72,415
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,558 2,970 16,580
1,259,053 84,454 119,529
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 323 ---
17 DERIV ATIVE FINANCIAL INSTRUMENTS
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Derivative financial assets
– Derivatives held for hedging purpose /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 131,686
Derivative financial liabilities
– Derivatives held for hedging purpose /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,635 11,060 42,414
Derivative financial assets and derivative financial liabilities of the Group are foreign currency forward contracts.
18 INVENTORIES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,529,489 3,321,288 5,306,292
Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,391 36,366 55,824
Less: write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(141,569) (124,100) (364,997)
2,411,311 3,233,554 4,997,119
The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,885,259 13,941,193 16,762,975
Write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,569 124,100 364,997
10,026,828 14,065,293 17,127,972
19 TRADE RECEIV ABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables
– Amounts due from third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,608,955 1,743,652 1,972,163
Gross amount of trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,608,955 1,743,652 1,972,163
Less: loss allowance (note 34(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(81,137) (89,452) (99,539)
1,527,818 1,654,200 1,872,624
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 324 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables
– Amounts due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,195 270,953 462,876
– Amounts due from third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,504 38,949 45,555
Gross amount of trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100210,699 309,902 508,431
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,388) (1,938) (2,277)
209,311 307,964 506,154
Aging analysis
As at the end of each reporting period, the aging analysis of trade receivables, based on the invoice date and net of
loss allowance, is as follows:
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,520,619 1,651,182 1,869,422
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,082 3,018 2,985
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 217
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 1 7––
1,527,818 1,654,200 1,872,624
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209,311 307,964 506,154
209,311 307,964 506,154
All of the trade receivables are expected to be recovered within one year. Further details on the Group’s credit policy
and credit risk arising from trade receivables are set out in note 34(a).
20 PREPAYMENTS AND OTHER RECEIV ABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,675 16,955 70,350
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100348,467 678,914 999,495
Return assets (note 24(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,984 68,349 64,533
Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100112,640 150,347 197,533
515,766 914,565 1,331,911
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,711) (15,756) (34,273)
498,055 898,809 1,297,638
As at December 31, 2023, 2024 and 2025, other receivables mainly include deposits, petty cash and loans to related
parties.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 325 ---
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,043 4,099 12,279
V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,639 89,102 192,392
Return assets (note 24(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,687 2,226 2,968
Amounts due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,241,724 5,677,288 5,592,734
Amounts due from other related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,393 26,661 19,682
Amounts due from third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,956 46,025 50,606
3,367,442 5,845,401 5,870,661
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,648) (6,684) (11,667)
3,362,794 5,838,717 5,858,994
Most of prepayments and other receivables are expected to be settled within one year.
21 TERM DEPOSITS AND RESTRICTED CASH
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100131,689 204,880 306,919
Term deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100144,496 – 281,848
276,185 204,880 588,767
As at December 31, 2023, 2024 and 2025, restricted cash was held at bank as security deposits mainly for letter of
credit, issuance of letter of guarantee or bills payable.
22 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION
(a) Cash and cash equivalents comprise:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash at bank /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,646,193 2,222,702 2,887,197
Other monetary funds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100142,908 106,002 180,545
1,789,101 2,328,704 3,067,742
As at December 31, 2023, 2024 and 2025, cash and cash equivalents situated in Chinese Mainland amounted to
RMB551,345,000, RMB657,968,000 and RMB608,620,000. Remittance of funds out of Chinese Mainland is subject to
relevant rules and regulations of foreign exchange control.
(b) Reconciliation of profit before taxation to cash generated from/(used in) operations:
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,812,512 2,348,349 2,922,474
Depreciation of property, plant and equipment /H1100/H1100/H11006(c) 46,742 51,746 97,100
Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 77,192 76,220 94,345
Amortization of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 2,891 3,569 5,886
Amortization of other non-current assets /H1100/H1100/H1100/H1100/H1100/H11006(c) 3,996 3,946 1,794
(Gains)/losses on disposal of property, plant and
equipment, intangible assets and non-current
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,328) 153 541
Losses/(gains) on disposal of a subsidiary and
interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 1,051 (3,055) –
Fair value change of other financial assets /H1100/H1100/H1100/H1100/H11005 (220,431) (237,299) (386,396)
Dividend income from equity investments /H1100/H1100/H1100/H1100/H11005 (3,782) (7,403) (3,843)
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 326 ---
Y ear ended December 31,
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Impairment loss of interests in associates /H1100/H1100/H1100/H1100/H1100/H11005 – 1,524 –
Write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 141,569 124,100 364,997
Impairment loss on trade and other receivables /H1100/H11006(c) 32,853 6,909 46,017
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(b) 62,800 96,006 95,873
Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31,835) (35,621) (25,075)
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 26,687 27,760 52,051
Operating cash flows before movements in
working capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,950,917 2,456,904 3,265,764
Changes in working capital:
Increase in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(956,609) (804,774) (2,004,462)
Increase in trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(322,158) (134,697) (228,511)
Increase in prepayments and other receivables /H1100/H1100/H1100 (47,092) (398,799) (432,097)
Increase in trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100767,422 692,999 67,461
Increase/(decrease) in other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,714 1,117,364 (116,313)
Increase in contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,733 17,249 397,832
Increase in provisions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,673 105,432 40,398
Decrease in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,959) (1,959) (1,959)
Increase/(decrease) in employee benefit liabilities /H1100 101,266 (83,855) (16,423)
Increase in restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(114,747) (20,441) (154,789)
Cash generated from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,517,160 2,945,423 816,901
(c) Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be,
classified in the Group’s consolidated statements of cash flows as cash flows from financing activities.
Bank loans Bonds payable Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(note 26) (note 27) (note 28)
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100869,606 5,235 107,814 982,655
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100 – – (72,549) (72,549)
Interest element of lease rentals paid /H1100/H1100/H1100 – – (2,368) (2,368)
Proceeds from bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100444,890 – – 444,890
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(433,041) – – (433,041)
Repayments of bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (5,235) – (5,235)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,936) – – (23,936)
Total changes from financing
cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,087) (5,235) (74,917) (92,239)------- ----- ------ -------
Other changes:
Increase in lease liabilities from entering
into new leases during
the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 141,265 141,265
Decrease in lease liabilities from
termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (38,539) (38,539)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(793) – (2,168) (2,961)
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,319 – 2,368 26,687
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,526 – 102,926 126,452-------
----- ------ -------
At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100881,045 – 135,823 1,016,868
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 327 ---
Bank loans Lease liabilities Total
RMB’000 RMB’000 RMB’000
(note 26) (note 28)
At January 1, 2024 881,045 135,823 1,016,868
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (73,321) (73,321)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (2,894) (2,894)
Proceeds from bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,372,408 – 1,372,408
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(710,482) – (710,482)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,581) – (22,581)
Total changes from financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100639,345 (76,215) 563,130------- ------ -------
Other changes:
Increase in lease liabilities from entering into new
leases during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 66,966 66,966
Decrease in lease liabilities from termination
of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (6,340) (6,340)
Offset with restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(25,245) – (25,245)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100722 (6,066) (5,344)
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,866 2,894 27,760
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100343 57,454 57,797------- ------ -------
At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,520,733 117,062 1,637,795
Bank loans Bonds payable Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
(note 26) (note 27) (note 28)
At January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,520,733 – 117,062 1,637,795
Changes from financing cash flows:
Capital element of lease rentals paid /H1100/H1100/H1100 – – (75,191) (75,191)
Interest element of lease rentals paid /H1100/H1100/H1100 – – (7,170) (7,170)
Proceeds from bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,076,237 – – 1,076,237
Proceeds from issuance of convertible
bonds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,096,920 – 1,096,920
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,051,254) – – (1,051,254)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,083) – – (23,083)
Total changes from financing
cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,900 1,096,920 (82,361) 1,016,459
------- ------- ------ -------
Other changes:
Increase in lease liabilities from entering
into new leases during
the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 316,865 316,865
Decrease in lease liabilities from
termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (23,280) (23,280)
Equity component of convertible bonds /H1100/H1100 – (7,471) – (7,471)
Issuance cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,470) – (4,470)
Offset with restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53,718) – – (53,718)
Conversion of convertible bonds /H1100/H1100/H1100/H1100/H1100/H1100– (139) – (139)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,064) – (7,203) (15,267)
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,119 13,762 7,170 52,051
Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,663) 1,682 293,552 264,571-------
------- ------ -------
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,491,970 1,098,602 328,253 2,918,825
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 328 ---
(d) Total cash outflow for leases
Amounts included in the consolidated statements of cash flows for leases represent lease rental paid and comprise the
following:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,290 78,042 147,650
Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,917 76,215 82,361
134,207 154,257 230,011
23 TRADE AND BILLS PAYABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,159,272 1,778,359 1,870,507
Bills payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100393,630 467,542 442,855
1,552,902 2,245,901 2,313,362
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100733,638 1,154,076 1,384,076
Bills payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100259,736 250,000 418,336
993,374 1,404,076 1,802,412
As at the end of each reporting period, the aging analysis of trade payables, based on the invoice date, is as follows:
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,154,596 1,770,731 1,868,399
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,494 6,303 1,634
After 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100182 1,325 474
1,159,272 1,778,359 1,870,507
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100733,095 1,153,427 1,384,073
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100543 649 3
733,638 1,154,076 1,384,076
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 329 ---
24 OTHER PAYABLES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100606,648 1,376,657 1,250,861
Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,324 146,568 256,585
Refund liabilities (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,974 291,745 347,087
Other payables (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100377,267 728,560 917,094
1,178,213 2,543,530 2,771,627
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100448,734 1,139,439 939,746
Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,167 11,982 16,893
Refund liabilities (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,425 9,487 15,396
Amounts due to subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100561,823 1,795,474 790,488
Amounts due to other related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100250 493 156
Amounts due to third parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,049 110,637 157,055
1,077,448 3,067,512 1,919,734
Notes:
(i) Refund liabilities and return assets
A refund liability relating to sales with a right of return in practice was recognized based on historical sales
return data associated with similar products. A return asset was recognized accordingly for a right to recover
products on settling the refund liability.
(ii) As at December 31, 2023, 2024 and 2025, other payables mainly include logistics and customs expenses
payable, marketing expenses payable, R&D expenses payable and deposits.
Other payables are unsecured, non-interest-bearing and repayable on demand.
25 CONTRACT LIABILITIES
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100137,415 154,664 552,496
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,682 137,415 154,664
Decrease in contract liabilities as a result of
recognizing revenue during the year that was
included in the contract liabilities at the beginning
of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(93,682) (137,415) (154,664)
Increase in contract liabilities as a result of receipts
in advance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100137,415 154,664 552,496
Balance at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100137,415 154,664 552,496
All of the contract liabilities are expected to be recognized as revenue within one year during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 330 ---
26 BANK LOANS
(a) The bank loans were secured as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Bank loans
– unsecured and unguaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,778 399,531 567,318
– guaranteed but not secured (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100611,267 453,514 394,768
– secured but not guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,000 53,843 –
– secured and guaranteed (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 613,845 529,884
881,045 1,520,733 1,491,970
Notes:
(i) The amounts were bank loans to subsidiaries of the Company and guaranteed by the Company.
(ii) As at December 31, 2024 and 2025, the amounts were bank loans to a subsidiary of the Company, secured by
properties held by the Group (see note 11) and guaranteed by the Company.
(b) The analysis of the repayment schedule of bank loans is as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100270,345 595,818 710,638
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,213 142,678 123,859
After 2 years but within 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,213 123,859 113,379
After 3 years but within 4 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,351 113,379 104,858
After 4 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,446 104,858 94,348
After 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100312,477 440,141 344,888
881,045 1,520,733 1,491,970
As at December 31, 2023, 2024 and 2025, bank loans obtained by the Group through pledge of deposits and properties
amounted to RMB100,000,000, RMB667,688,000 and RMB529,884,000, respectively.
As at December 31, 2023, 2024 and 2025, the interest rate of the Group’s bank loans ranged from 0.665%-3.300%,
0.665%-4.260% and 1.245%-2.500% per annum respectively.
The Group did not identify any difficulties complying with the covenants and there was no breach of any covenant
during the Track Record Period. Further details of the covenants and the Group’s management of liquidity risk are set out
in note 34(b).
27 BONDS PAYABLE
(a) The analysis of the carrying amount of bonds is as follows:
The Group and The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Liability component of convertible bonds (i) /H1100/H1100/H1100/H1100/H1100– – 1,098,602
Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,202
Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,097,400
Note:
(i) On June 16, 2025, the Company conducted a public issuance of convertible bonds with a total value of
RMB1,104,820,000 at par value of RMB100 each with a maturity period of six years. Fund raised amounted
to RMB1,092,451,000 after deduction of issuance cost of RMB12,369,000.
The initial conversion price of the convertible bonds is RMB111.94 per share. The coupon rate of the convertible
bonds is 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.50% for the fourth year, 1.80% for
the fifth year and 2.00% for the sixth year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 331 ---
The issuance ended on June 20, 2025. The conversion period starts from December 22, 2025 (the first trading day after
six months from June 20, 2025) to June 15, 2031 (the maturity date of the convertible bonds). During the last two years of
conversion period, upon the occurrence of a conditional event, the holders will have the options to require the Company to
redeem all or some of the convertible bonds at par value plus accrued interest. If the convertible bonds have not been
converted or redeemed, they will be redeemed on maturity date at par with accumulated accrued interest of the par value.
The convertible bonds issued by the Group contain both debt and conversion option components, which are separated
upon initial recognition. The conversion option components is presented in bonds payable reserve at an amount of
RMB4,495,000 after taxation (see note 33(c)).
28 LEASE LIABILITIES
At the end of each reporting period, the lease liabilities were repayable as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,574 54,164 81,922------ ------ -----
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,229 26,095 86,154
After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,020 36,709 134,959
After 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 94 25,218
69,249 62,898 246,331------ ------ -----
135,823 117,062 328,253
29 EMPLOYEE BENEFIT LIABILITIES
The Group
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee Bonus Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100595,869 1,150,845 930,506
Less: amounts due within one year shown under
current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(313,133) (951,964) (748,048)
282,736 198,881 182,458
The Company
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Employee Bonus Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100553,212 1,036,830 764,306
Less: amounts due within one year shown under
current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(286,971) (895,894) (629,397)
266,241 140,936 134,909
30 SHARE-BASED PAYMENT EXPENSES
The Company has adopted four share award schemes, namely the 2022 Scheme (two batch granted), the 2023 Scheme,
the 2024 Scheme and the 2025 Scheme (two batch granted) (the “Schemes”). Subject to certain performance conditions and
the individual grantees’ continued status as a service provider through each of the applicable vesting dates, and to the extent
permitted by applicable law, the restricted shares shall be vested in accordance with the rules and the vesting schedule. The
awards were divided into two to three tranches as at their grant dates and the first tranche can be vested around one year
from the grant date, and the remaining tranches will become vest in each subsequent year. Each award gives the holder the
right to subscribe for one ordinary share in the Company and is settled gross in shares.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 332 ---
(a) The terms and conditions of the grants are as follows:
Number of
instruments Vesting conditions Contractual life
Awards granted to directors and key
management personnel:
– on July 12, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,102,000 12 months, 24 months and
36 months from the date
of grant
3 years
– on July 25, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450,000 12 months, 24 months
from the date of grant
2 years
– on July 16, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100954,000 12 months, 24 months
from the date of grant
2 years
–on August 19, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100990,000 12 months, 24 months
from the date of grant
2 years
Awards granted to employees:
– on July 12, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,081,000 12 months, 24 months and
36 months from the date
of grant
3 years
– on August 24, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100381,000 12 months, 24 months and
36 months from the date
of grant
3 years
– on July 25, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,013,000 12 months, 24 months
from the date of grant
2 years
– on July 16, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,248,000 12 months, 24 months
from the date of grant
2 years
– on August 19, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,207,000 12 months, 24 months
from the date of grant
2 years
– on October 28, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,000 12 months, 24 months
from the date of grant
2 years
Total share awards granted /H1100/H1100/H1100/H1100/H1100/H110016,477,000
(b) Movements in the numbers of share awards are as follows:
Y ear ended December 31,
2023 2024 2025
Number of
instruments
Number of
instruments
Number of
instruments
’000 ’000 ’000
Outstanding at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H11005,564 6,299 8,303
Increased due to capitalization issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,834 –
Granted during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,463 4,202 4,248
V ested during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3,026) (4,765)
Forfeited during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,728) (1,006) (1,422)
Outstanding at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,299 8,303 6,364
(c) Fair value of share awards and assumptions
The fair value of services received in return for share awards granted is measured by reference to the fair value of
share awards granted. The estimate of the fair value of the share awards granted is measured based on a Black-Scholes model.
The contractual life of the share awards is used as an input into this model.
First batch of
2022 Scheme
Second batch of
2022 Scheme 2023 Scheme 2024 Scheme
First batch of
2025 Scheme
Second batch of
2025 Scheme
Share price /H1100/H1100/H1100/H1100/H110072.80 63.36 81.84 59.25 143.40 125.88
Exercise price (i) /H1100/H1100 40 40 55.37 40.62 126.90 124.00
Risk-free interest
rates /H1100/H1100/H1100/H1100/H1100/H1100/H11001.50%-2.75% 1.50%-2.75% 1.50%-2.10% 1.50%-2.10% 1.50%-2.10% 1.50%-2.10%
Expected volatility /H110021.52%-22.02% 20.58%-22.03% 16.38%-18.81% 18.60%-20.79% 27.64%-31.06% 24.94%-28.00%
Dividend yield /H1100/H1100/H1100 – – – 1.69% 2.15% 1.74%
Note:
(i) The exercise price represents the initial exercise price at the grant date. During the Track Record Period, along
with the cash dividends and stock dividends declared by the Company, the exercise prices were adjusted
accordingly in accordance with the terms of each Scheme.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 333 ---
The expected volatility is based on the average historic volatility of the Company and the Shenzhen Composite Index
(calculated based on the remaining life of the share options), adjusted for any expected changes to future volatility based
on publicly available information. Dividend yield are based on historical dividends. Changes in the subjective input
assumptions could materially affect the fair value estimate.
Share awards were granted under a service condition. This condition has not been taken into account in the grant date
fair value measurement of the services received. There were no market conditions associated with the share awards grants.
31 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(a) Current taxation in the consolidated statements of financial position:
The Group
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,288 167,783 254,471
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,742 286,652 357,515
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(87,247) (199,964) (336,094)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100167,783 254,471 275,892
The Company
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 64,633 70,520
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100105,874 95,052 113,713
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(41,241) (89,165) (100,864)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,633 70,520 83,369
(b) Deferred tax assets and liabilities recognized
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100367,943 543,858 440,107
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(126,016) (161,975) (31,744)
241,927 381,883 408,363
The components of deferred tax assets/(liabilities) recognized in the consolidated statements of financial position and
the movements during each reporting period are as follows:
Payroll
Unrealized
profits of
intra-
group
transactions
Impairment
Provision
Provisions
and other
liabilities
Lease
liabilities
Right-of-
use assets Fair value Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H110052,508 71,656 40,263 39,648 24,417 (24,683) (91,704) 37,510 149,615
Credited/(charged) to profit
or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,820 87,551 17,406 (3,435) 3,560 (2,834) (27,810) (22,089) 89,169
Exchange differences /H1100/H1100/H1100/H1100/H1100/H1100(66) – 623 1,106 318 6 – (5,541) (3,554)
Charged to reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100––––––– 6,697 6,697
At December 31, 2023 and
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H110089,262 159,207 58,292 37,319 28,295 (27,511) (119,514) 16,577 241,927
Credited/(charged) to profit
or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110077,082 38,543 (5,890) 64,615 1,273 (1,666) (29,916) 5,386 149,427
Exchange differences /H1100/H1100/H1100/H1100/H1100/H1100(274) – (471) (4,011) (286) 11 – (6,202) (11,233)
Charged to reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100––––––– 1,762 1,762
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 334 ---
Payroll
Unrealized
profits of
intra-
group
transactions
Impairment
Provision
Provisions
and other
liabilities
Lease
liabilities
Right-of-
use assets Fair value Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2024 and
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100166,070 197,750 51,931 97,923 29,282 (29,166) (149,430) 17,523 381,883
Credited/(charged) to profit
or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,973 (86,792) 64,990 24,764 52,853 (50,879) 2,027 3,299 52,235
Exchange differences /H1100/H1100/H1100/H1100/H1100/H1100(385) – (1,015) (3,241) (2,515) 2,473 – (799) (5,482)
Charged to reserves /H1100/H1100/H1100/H1100/H1100/H1100––––––– (20,273) (20,273)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100207,658 110,958 115,906 119,446 79,620 (77,572) (147,403) (250) 408,363
The components of deferred tax assets/(liabilities) recognized in the statements of financial position of the Company
and the movements during each reporting period are as follows:
Payroll
Impairment
Provision
Provisions
and other
liabilities
Lease
liabilities
Right-of-
use assets Fair value Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,388 653 644 4,877 (4,752) (64,270) 3,891 (11,569)
Credited/(charged) to profit or loss /H1100/H1100/H1100/H1100/H110035,594 448 (130) 1,908 (1,950) (23,004) (241) 12,625
At December 31, 2023 and
January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,982 1,101 514 6,785 (6,702) (87,274) 3,650 1,056
Credited/(charged) to profit or loss /H1100/H1100/H1100/H1100/H110072,543 255 909 (2,754) 2,712 (41,155) (371) 32,139
At December 31, 2024 and
January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100155,525 1,356 1,423 4,031 (3,990) (128,429) 3,279 33,195
Credited/(charged) to profit or loss /H1100/H1100/H1100/H1100/H110025,161 873 1,111 66,855 (66,436) 10,162 1,658 39,384
Charged to reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– (2,976) (2,976)
At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180,686 2,229 2,534 70,886 (70,426) (118,267) 1,961 69,603
Others mainly include the deferred tax assets/(liabilities) recognized in respect of temporary differences relating to
derivative financial instruments, return assets, bonds payable and tax losses.
(c) Deferred tax assets not recognized
In accordance with the accounting policy set out in note 2(v), the Group has not recognized deferred tax assets in
respect of cumulative tax losses RMB156,851,000, RMB270,986,000 and RMB296,231,000 as at December 31, 2023, 2024
and 2025, respectively, as it is not probable that future taxable profits against which the losses can be utilized will be
available in the relevant tax jurisdiction and entity.
(i) Deductible temporary difference and deductible losses in respect of deferred tax assets not yet recognized are
presented as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Deductible temporary difference /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 450 590
Deductible losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100156,851 270,986 296,231
156,859 271,436 296,821
(ii) Deductible losses in respect of deferred tax assets not yet recognized will expire in the following years:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
2026 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,319 18,319 18,318
2027 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,438 85,908 83,025
2028 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,094 90,137 90,137
2029 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 76,622 45,450
2030 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 59,301
156,851 270,986 296,231
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 335 ---
32 PROVISIONS
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Provision for outstanding litigation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,169 166,045 198,509
Provision for contract performance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,475 16,258 24,274
Provision for reinstatement cost for leases /H1100/H1100/H1100/H1100/H1100/H11002,862 2,635 2,553
79,506 184,938 225,336
The movements of the Group’s provision are analyzed as follows:
Provision for
outstanding
litigation
Provision for
contract
performance
Provision for
reinstatement
cost for leases Total
RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,566 48,289 2,978 72,833
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,921 18,112 6 27,039
Amounts utilized during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(672) (19,926) – (20,598)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100354 – (122) 232
As at December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,169 46,475 2,862 79,506
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100135,425 7,766 – 143,191
Amounts utilized during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (37,983) – (37,983)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100451 – (227) 224
As at December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100166,045 16,258 2,635 184,938
Provision for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,884 16,985 – 76,869
Amounts utilized during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,907) (8,969) – (32,876)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,513) – (82) (3,595)
As at December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,509 24,274 2,553 225,336
Outstanding litigation consists principally of legal disputes in respect of the Group’s product patents. After evaluating
the current status of each case, applicable legal rules, the compensation sought by opposing parties, the Group’s grounds of
defence and professional legal advice, management made a reasonable assessment of probable losses and recognised
provisions for these outstanding litigations.
33 CAPITAL, RESERVES AND DIVIDENDS
(a) Movements in components of equity
The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity
is set out in the consolidated statements of changes in equity. Details of the changes in the Company’s individual components
of equity during the Track Record Period are set out below:
Share
capital
Capital
reserve
Other
comprehensive
income
Bonds
payable
reserve
Statutory
reserve
Retained
earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
note 33(b) note 33(c)(i) note 33(c)(ii) note 33(c)(iii) note 33(c)(iv)
Balance at January 1, 2023 /H1100/H1100406,427 3,000,591 (89) – 203,214 2,256,314 5,866,457----- ------ ---- ---- - ---- ------ ------
Changes in equity for 2023:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – 1,092,525 1,092,525
Other comprehensive income /H1100/H1100 – – 1,17 6––– 1,176
Total comprehensive income /H1100/H1100 – – 1,176 – – 1,092,525 1,093,701----- ------ ---- ---- - ---- ------ ------
Share-based payment expenses /H1100 – 46,097 –––– 46,097
Dividends declared and
approved /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – (487,713) (487,713)
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 57,149 – – – (11,114) 46,035----- ------ ---- ---- ----- ------ ------
Balance at December 31,
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,427 3,103,837 1,087 – 203,214 2,850,012 6,564,577
Balance at January 1, 2024 /H1100/H1100406,427 3,103,837 1,087 – 203,214 2,850,012 6,564,577----- ------ ---- ---- - ---- ------ ------
Changes in equity for 2024:
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – 1,581,312 1,581,312
Other comprehensive income /H1100/H1100 – – (199) – – – (199)
Total comprehensive income /H1100/H1100 – – (199) – – 1,581,312 1,581,113----- ------ ---- ---- - ---- ------ ------
Capitalization issue /H1100/H1100/H1100/H1100/H1100/H1100/H1100121,958 (121,958) –––––
Issuance of shares under share
award schemes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,026 100,492 –––– 103,518
Share-based payment expenses /H1100 – 66,508 –––– 66,508
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 336 ---
Share
capital
Capital
reserve
Other
comprehensive
income
Bonds
payable
reserve
Statutory
reserve
Retained
earnings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
note 33(b) note 33(c)(i) note 33(c)(ii) note 33(c)(iii) note 33(c)(iv)
Dividends declared andapproved /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – (1,131,897) (1,131,897)
Appropriation to statutory
surplus reserve /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 62,492 (62,492) –
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,389 –––– 1,389------- ------- -------- ------- ------- ------- -------
Balance at December 31,
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100531,411 3,150,268 888 – 265,706 3,236,935 7,185,208
Balance at January 1, 2025 /H1100/H1100531,411 3,150,268 888 – 265,706 3,236,935 7,185,208------- ------- -------- ------- ------- ------- -------
Changes in equity for 2025:
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – 1,658,665 1,658,665
Other comprehensive income /H1100/H1100 – – 1,60 6––– 1,606
Total comprehensive income /H1100/H1100 – – 1,606 – – 1,658,665 1,660,271------- ------- -------- ------- ------- ------- -------
Issuance of shares under share
award schemes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,747 159,571 –––– 164,318
Issuance of convertible bonds /H1100 – – – 4,495 – – 4,495
Conversion of convertible
bonds into ordinary shares /H1100/H1100 1 139 – (1) – – 139
Share-based payment expenses /H1100 – 83,139 –––– 83,139
Dividends declared and
approved /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – (1,172,618) (1,172,618)
Appropriation to statutory
surplus reserve /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 2,374 (2,374) –
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,988) –––– (1,988)------- ------- -------- ------- ------- ------- -------
Balance at December 31,
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100536,159 3,391,129 2,494 4,494 268,080 3,720,608 7,922,964
(b) Share capital
The Group and the Company
Y ear ended December 31,
2023 2024 2025
Number of
shares
Share
capital
Number of
shares
Share
capital
Number of
shares
Share
capital
’000 RMB’000 ’000 RMB’000 ’000 RMB’000
Ordinary shares, issued andfully paid:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,427 406,427 406,427 406,427 531,411 531,411
Capitalization issue (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 121,958 121,958 – –
Issuance of shares under share
award schemes (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,026 3,026 4,747 4,747
Conversion of convertible bonds into
ordinary shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––11
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,427 406,427 531,411 531,411 536,159 536,159
Notes:
(i) Capitalization issue
On May 15, 2024, the Company declared 2023 share distribution, which includes cash dividends (details are
set out in note 33 (d)) and stock dividends. The stock dividend plan specifically distributed stock dividend of
3 ordinary share for every 10 ordinary share. After the complementation of 2023 share distribution, the share
capital was transferred from the capital reserve amounting to RMB121,958,000.
(ii) Issuance of shares under share award schemes
During the year ended December 31, 2024, totally 3,026,000 shares were issued under share award schemes,
which increased the share capital by RMB3,026,000.
During the year ended December 31, 2025, totally 4,747,000 shares were issued under share award schemes,
which increased the share capital by RMB4,747,000.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 337 ---
(c) Nature and purpose of reserves
(i) Capital reserve
The capital reserve mainly comprises the following:
– the net proceeds received in excess of the total amount of the par value of the Company’s shares;
– the portion of the grant date fair value of share awards granted to directors and employees of the Group that
has been recognized in accordance with the accounting policy adopted for share-based payments in note
2(u)(ii);
– the differences between the net assets received and the total amount of the par value of shares issued in relation
to the conversion into a joint stock company;
– the difference arising from equity transactions with non-controlling interests;
– other equity movements from investments under the equity method.
(ii) Other comprehensive income
Other comprehensive income mainly comprises the effective portion of changes in the fair value of cash flow hedging
instrument (see note 2(g)), as well as all foreign exchange differences arising from the translation of the financial statements
of foreign operations with functional currency other than RMB (see note 2(y)).
(iii) Bonds payable reserve
The bonds payable reserve comprise the amount allocated to the unexercised equity component of bonds payable
issued by the Company recognized in accordance with the accounting policy adopted for bonds payable in note 2(t).
(iv) Statutory reserve
Pursuant to the articles of association of the Company and the PRC subsidiaries of the Group, appropriations to the
statutory reserve fund should be made at a certain percentage of profit after taxation determined in accordance with the
accounting standards and regulations of the PRC, until the statutory reserve fund was equal to or more than 50% of the
entity’s registered capital.
(d) Dividends
(i) Dividends payable to equity shareholders of the Company attributable to the year
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interim dividend declared and paid during the year /H1100 – 318,846 375,310
Final dividend proposed after the end of each
reporting period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100813,051 797,308 911,470
During year ended December 31, 2023, the Company did not declare or pay any interim dividend. The Company
declared and paid interim dividend of RMB0.60 per share and RMB0.70 per share to equity shareholders during year ended
December 31, 2024 and 2025, respectively.
For the years ended December 31, 2023, 2024 and 2025, the Company proposed final dividend of RMB2.00 per share,
RMB1.50 per share and RMB1.70 per share, respectively.
The final dividend proposed after the end of each reporting period has not been recognized as a liability at the end
of each reporting period.
(ii) Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and
paid during the year
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Final dividend approved and paid during the year /H1100/H1100 487,713 813,051 797,308
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 338 ---
(e) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products
and services commensurately with the level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher
shareholders returns that might be possible with higher levels of borrowings and the advantages and security afforded by a
sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
34 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES OF FINANCIAL INSTRUMENTS
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business.
The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to
manage these risks are described below.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss
to the Group. The Group’s credit risk is primarily attributable to trade receivables and other receivables. The Group’s
exposure to credit risk arising from cash and cash equivalents is limited because the counterparties are banks and financial
institutions with high credit standing, for which the Group considers to represent low credit risk.
Trade receivables
The Group has established a credit risk management policy under which individual credit evaluations are performed
on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making
payments when due and current ability to pay, and take into account information specific to the customer as well as
pertaining to the economic environment in which the customer operates.
The Group has no significant concentration of credit risk in industries or countries in which the customers operate.
Significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers.
At December 31, 2023, 2024 and 2025, 31%, 27% and 27% of the total trade receivables was due from the Group’s five
largest debtors respectively.
The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated
using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss
patterns for different customer segments, the loss allowance based on past due status is not further distinguished between
the Group’s different customer bases.
The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables:
As at December 31, 2023
Gross carrying
Amount ECL rate Loss allowance
RMB’000 % RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,600,502 4.99% 79,883
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,869 10.00% 787
After 4 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100584 80.00% 467
1,608,955 81,137
As at December 31, 2024
Gross carrying
Amount ECL rate Loss allowance
RMB’000 % RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,740,299 5.12% 89,117
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,353 10.00% 335
1,743,652 89,452
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 339 ---
As at December 31, 2025
Gross carrying
Amount ECL rate Loss allowance
RMB’000 % RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,968,537 5.03% 99,115
After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,316 10.00% 331
After 2 year but within 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100310 30.00% 93
1,972,163 99,539
Expected loss rates are based on actual loss experience over the past 3 years. These rates are adjusted to reflect
differences between economic conditions during the period over which the historic data has been collected, current
conditions and the Group’s view of economic conditions over the expected lives of the receivables.
Movement in the loss allowance account in respect of trade receivables during the year is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,364 81,137 89,452
Impairment losses recognized during the year /H1100/H1100/H1100/H110024,428 8,511 26,676
Written-off /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,048) (1,334) (14,624)
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(607) 1,138 (1,965)
Balance at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,137 89,452 99,539
Other receivables
Other receivables mainly include deposits, staff advance and loan to a related party. The Group measures loss
allowances for other receivables at an amount equal to 12-month ECLs unless there has been a significant increase in credit
risk.
Movement in the loss allowance account in respect of other receivables of the Group during the Track Record Period
is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,399 17,711 15,756
Impairment losses recognized during the year /H1100/H1100/H1100/H11008,425 (1,602) 19,341
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(113) (353) (824)
Balance at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,711 15,756 34,273
(b) Liquidity risk
Individual operating entities within the Group are responsible for their own cash management, including the
short-term investment of cash surpluses, participation in supplier finance arrangements with banks and the raising of loans
to cover expected cash demands, subject to approval by the Company’s board when the borrowings exceed certain
predetermined levels of authority.
The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to
ensure that it maintains sufficient reserves of cash and readily realizable marketable securities and adequate committed lines
of funding from major financial institutions to meet its liquidity requirements in the short and longer term.
As disclosed in note 26(b), the Group did not identify any difficulties complying with the covenants and there was
no breach of any covenant during the Track Record Period.
The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s
non-derivative financial liabilities, which are based on contractual undiscounted cash flows (including interest payments
computed using contractual rates or, if floating, based on rates current at the end of each reporting period) and the earliest
date the Group can be required to pay:
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 340 ---
As at December 31, 2023
Contractual undiscounted cash outflow
Within 1 year
or on demand
After 1 year
but within
2 years
After 2 year
but within
5 years After 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100290,577 100,942 260,295 344,031 995,845 881,045
Trade and bills
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,552,902 – – – 1,552,902 1,552,902
Other payables /H1100/H1100/H1100/H1100/H1100377,26 7––– 377,267 377,267
Other financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H11007,30 2––– 7,302 7,302
Lease liabilities /H1100/H1100/H1100/H1100/H110072,829 41,629 28,381 – 142,839 135,823
2,300,877 142,571 288,676 344,031 3,076,155 2,954,339
As at December 31, 2024
Contractual undiscounted cash outflow
Within 1 year
or on demand
After 1 year
but within
2 years
After 2 year
but within
5 years After 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100625,473 165,646 391,025 468,589 1,650,733 1,520,733
Trade and bills
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,245,901 – – – 2,245,901 2,245,901
Other payables /H1100/H1100/H1100/H1100/H1100728,56 0––– 728,560 728,560
Other financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H110041,90 4––– 41,904 41,904
Lease liabilities /H1100/H1100/H1100/H1100/H110056,719 27,267 37,504 94 121,584 117,062
3,698,557 192,913 428,529 468,683 4,788,682 4,654,160
As at December 31, 2025
Contractual undiscounted cash outflow
Within 1 year
or on demand
After 1 year
but within
2 years
After 2 year
but within
5 years After 5 years Total
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100733,324 142,416 351,241 362,763 1,589,744 1,491,970
Trade and bills
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,313,362 – – – 2,313,362 2,313,362
Other payables /H1100/H1100/H1100/H1100/H1100917,09 4––– 917,094 917,094
Bonds payable /H1100/H1100/H1100/H1100/H11002,209 4,419 43,082 1,193,053 1,242,763 1,098,602
Other financial
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H110018,95 9––– 18,959 18,959
Lease liabilities /H1100/H1100/H1100/H1100/H110093,742 92,875 143,960 26,559 357,136 328,253
4,078,690 239,710 538,283 1,582,375 6,439,058 6,168,240
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 341 ---
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The interest-bearing financial instruments with fixed and floating interest rates expose
the Group to fair value interest rate risk and cash flow interest rate risk, respectively. The Group set the ratio of fixed and
floating rate financial instruments based on market environment, and maintain an appropriate combination of fixed and
floating rate financial instruments through regular review and monitoring. The Group has not engaged in derivative financial
instruments to hedge interest rate risk.
(d) Currency risk
The Group is exposed to currency risk primarily through sales which give rise to receivables and cash balances that
are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the
transactions relate. The Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign
currencies at spot rates when necessary to address short-term imbalances.
(i) Hedges of foreign currency risk in forecast transactions
At any point in time the Group hedges majority of its foreign currency exposure in respect of highly probable forecast
sales. The Group uses forward exchange contracts to manage its currency risk until the settlement date of foreign currency
receivables. The Group designates those forward exchange contracts as hedging instruments in cash flow hedges and does
not separate the forward and spot element of a forward exchange contract but instead designates the forward exchange
contract in its entirety in a hedging relationship. Correspondingly, the hedged item is measured based on the forward
exchange rate.
There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign
exchange forward match the terms of the expected highly probable forecast transactions. The forward exchange contracts
have a maturity within one year and are entered into for various currencies, including but not limited to RMB against USD,
USD against Euro (“EUR”), USD against GBP and USD against JPY .
Hedge ineffectiveness can arise from:
(i) Differences in the timing of the cash flows of the forecasted sales and purchases and the hedging instruments
(ii) Different interest rate curves applied to discount the hedged items and hedging instruments
(iii) The counterparties’ credit risks differently impacting the fair value movements of the hedging instruments and
hedged items
(iv) Changes to the forecasted amounts of cash flows of hedged items and hedging instruments.
The following table details the forward exchange contracts that have been designated as cash flow hedges of the
Group’s highly probable forecast sales transactions at the end of the reporting period:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Notional amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,100,080 6,400,976 8,624,196
Carrying amount (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
–Asset /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 131,686
–Liability /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,635 11,060 42,414
Note: Forward exchange contract assets and liabilities are included in the “Derivative financial instruments” (note
17).
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 342 ---
The following table provides a reconciliation of the hedging reserve in respect of foreign currency risk and shows the
effectiveness of the continuing hedging relationships:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Balance at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100605 (34,437) (8,638)
Effective portion of the cash flow hedge recognised
in other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,635) (11,060) 89,272
Amounts reclassified to profit or loss (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100(605) 34,437 11,060
Related tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,198 2,422 (17,298)
Balance at 31 December (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34,437) (8,638) 74,396
Notes:
(i) Amounts reclassified to profit or loss are recognized in the “Revenue” or “Other income and losses, net” line
item in the consolidated statement of profit or loss and other comprehensive income (see note 4 and 5).
(ii) The entire balance in the hedging reserve relates to continuing hedges.
(ii) Exposure to currency risk
The following table details the Group’s exposure at the end of the reporting period to currency risk arising from
recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate.
For presentation purposes, the amounts of the exposure are shown in RMB, translated using the spot rate at the year-end date.
Differences resulting from the translation of the financial statements of foreign operations into the Group’s presentation
currency are excluded. The currencies giving rise to this risk are primarily USD, EUR, GBP , RMB and JPY .
Exposure to foreign currencies as at December 31, 2023
Trade
receivables
Prepayments
and other
receivables
Trade and bills
payables Other payables
Cash and cash
equivalents
Exposure
arising from
recognized
assets and
liabilities
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,863,908 2,254,524 (264,500) (256,584) 26,617 3,623,965
EUR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,119,884 590,172 (1,408,529) (215,893) 137,469 223,103
GBP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,562 7,937 – (11,307) 23,244 27,436
RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,369 327,490 (32,317) (276,384) 36,524 62,682
JPY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100511,187 151 – (2,469) 17,521 526,390
Exposure to foreign currencies as at December 31, 2024
Trade
receivables
Prepayments
and other
receivables
Trade and bills
payables Other payables
Cash and cash
equivalents
Exposure
arising from
recognized
assets and
liabilities
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,163,311 2,853,091 (428,469) (5,987) 116,352 4,698,298
EUR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,292,031 794,749 (1,714,136) (349,568) 102,997 126,073
GBP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106,536 – (4,548) (10,043) 131,857 223,802
RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 347,460 (115,761) (399,929) 334,915 166,685
JPY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,017 388 – (2,366) 187,223 899,262
Exposure to foreign currencies as at December 31, 2025
Trade
receivables
Prepayments
and other
receivables
Trade and bills
payables Other payables
Cash and cash
equivalents
Exposure
arising from
recognized
assets and
liabilities
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,816,107 3,332,717 (925,454) – 105,132 5,328,502
EUR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,620,314 1,052,068 (1,901,133) (432,361) 169,933 508,821
GBP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,131 19,154 (37,218) – 90,603 213,670
RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 450,482 (130,606) (467,895) 71,857 (76,162)
JPY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100487,963 270 (55) (2,486) 22,400 508,092
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 343 ---
(iii) Sensitivity analysis
A 5% strengthening of RMB against the following currencies at the end of each reporting year is estimated that a
general effect on the profit after taxation (and retained earnings) by the amounts shown below. This analysis assumes that
all other variables remain constant.
As at December 31,
2023 2024 2025
Increase in
foreign exchange
rates
Effect on profit
after tax and
retained earnings
Increase in
foreign exchange
rates
Effect on profit
after tax and
retained earnings
Increase in
foreign exchange
rates
Effect on profit
after tax and
retained earnings
RMB’000 RMB’000 RMB’000
USD /H1100/H1100/H1100/H1100/H1100/H11005% (155,620) 5% (195,986) 5% (227,727)
EUR /H1100/H1100/H1100/H1100/H1100/H11005% (10,730) 5% (15,526) 5% (36,462)
GBP /H1100/H1100/H1100/H1100/H1100/H11005% (714) 5% (12,021) 5% (3,913)
RMB /H1100/H1100/H1100/H1100/H11005% (2,099) 5% (6,560) 5% 668
JPY /H1100/H1100/H1100/H1100/H1100/H11005% (21,982) 5% (37,544) 5% (25,405)
Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each
of the Group entities’ profit after tax and equity measured in the respective functional currencies, translated into RMB at
the exchange rate ruling at the end of each reporting period for presentation purposes.
(e) Fair value measurement
(i) Assets and liabilities measured at fair value
Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of the
reporting period on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair
value measurement. The level into which a fair value measurement is classified is determined with reference to the
observability and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in
active markets for identical assets or liabilities at the measurement date.
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to
meet Level 1, and not using significant unobservable inputs. Unobservable
inputs are inputs for which market data are not available.
 Level 3 valuations: Fair value measured using significant unobservable inputs.
The following table presents the Group’s financial assets and financial liabilities that are measured at fair value
at the end of each reporting date:
Fair value at
December 31,
2023
Fair value measurements
as at December 31, 2023 categorized into
level 1 level 2 level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Assets:
Financial products measured at FVPL /H1100/H1100/H11001,424,643 – 7,505 1,417,138
Financial products measured at FVOCI /H1100/H1100/H11001,174,963 – – 1,174,963
Equity investments measured at FVPL /H1100/H1100/H11001,125,257 37,103 624,660 463,494
Liabilities:
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,302 – 7,302 –
Derivative financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,635 – 40,635 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 344 ---
Fair value at
December 31,
2024
Fair value measurements
as at December 31, 2024 categorized into
level 1 level 2 level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Assets:
Financial products measured at FVPL /H1100/H1100/H11002,315,961 – 39,231 2,276,730
Financial products measured at FVOCI /H1100/H1100/H11001,716,696 – – 1,716,696
Equity investments measured at FVPL /H1100/H1100/H11001,285,073 710,490 – 574,583
Liabilities:
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,904 – 41,904 –
Derivative financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,060 – 11,060 –
Fair value at
December 31,
2025
Fair value measurements
as at December 31, 2025 categorized into
level 1 level 2 level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Asset:
Financial products measured at FVPL /H1100/H1100/H11001,844,831 – 20,236 1,824,595
Financial products measured at FVOCI /H1100/H1100/H11001,663,955 – – 1,663,955
Equity investments measured at FVPL /H1100/H1100/H11001,218,970 655,850 – 563,120
Derivative financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100131,686 – 131,686 –
Liabilities:
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,959 – 18,959 –
Derivative financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,414 – 42,414 –
In 2023, an unlisted equity instrument became a listed company, and the fair value hierarchy of the equity
instrument was transferred from Level 3 into Level 2. In 2024, the lock-up period of a listed equity instrument has
ended, and the fair value hierarchy of the equity instrument was transferred from Level 2 into Level 1. The Group’s
policy is to recognize transfers between levels of fair value hierarchy as at the end of the reporting period in which
they occur.
V aluation techniques and inputs used in Level 2 fair value measurements
The fair value of forward exchange contracts in Level 2 is determined with reference to the value report
provided by the financial institutions.
The fair value of restricted listed equity instruments in Level 2 is determined by the Group using valuation
approach of option pricing model. The inputs of the valuation technique mainly include expected yield, risk-free rate
and expected volatility.
Information about Level 3 fair value measurements
The fair value of financial products and equity investments in Level 3 is determined by the Group using
valuation technique. The valuation models used mainly comprise discounted cash flow approach, recent transaction
price approach or other market approach.
The following table summarises the quantitative information about the significant unobservable inputs of
major financial assets used in Level 3 fair value measurements:
Valuation
techniques
Significant
Unobservable
inputs
Range of inputs
Sensitivity of fair value to the input
As at December 31,
2023 2024 2025
Financial products measured at
FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Discounted
cash flow
method
Interest
return rate
0.10%-4.10% 1.30%-6.01% 0.80%-5.80% As at December 31, 2023, 2024
and 2025, with 1%
increase/decrease in interest return
rate would result in
increase/decrease the fair value by
RMB965,000, RMB4,561,000, and
RMB1,578,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 345 ---
Valuation
techniques
Significant
Unobservable
inputs
Range of inputs
Sensitivity of fair value to the input
As at December 31,
2023 2024 2025
Financial products measured at
FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Discounted
cash flow
method
Interest
return rate
3.10%-3.64% 1.80%-3.64% 1.10%-3.64% As at December 31, 2023, 2024
and 2025, with 1%
increase/decrease in interest return
rate would result in
increase/decrease the fair value by
RMB6,678,000, RMB20,878,000
and RMB24,972,000, respectively.
Equity investments measured at
FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Market
approach
Price sales
ratio
1.35-13.06 0.67-8.37 1.09-2.54 As at December 31, 2023, 2024
and 2025, with 1%
increase/decrease in price sales
ratio would result in
increase/decrease the fair value by
RMB2,410,000, RMB2,978,000
and RMB1,757,000, respectively.
Discount for
lack of
marketability
26.20%-
35.00%
25.60% 25.60% As at December 31, 2023, 2024
and 2025, with 1%
increase/decrease in discount for
lack of marketability would result
in decrease/increase the fair value
by RMB4,664,000, RMB4,002,000
and RMB2,548,000, respectively.
The movement during the Track Record Period in the balance of Level 3 fair value measurements is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial products measured at FVPL:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,770,801 1,417,138 2,276,730
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,339 61,656 48,179
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (19,301)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,624,998 4,002,407 3,851,448
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,986,000) (3,204,471) (4,332,461)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,417,138 2,276,730 1,824,595
Financial products measured at FVOCI:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100880,879 1,174,963 1,716,696
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,339 46,936 40,852
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (34)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,720,754 911,885 488,324
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,430,009) (417,088) (581,883)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,174,963 1,716,696 1,663,955
Equity investments measured at FVPL
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100914,377 463,494 574,583
Transferred to Level 2 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(624,659) – –
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100167,213 33,441 46,015
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,563 4,561 (7,764)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 73,087 55,875
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (105,589)
At December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100463,494 574,583 563,120
The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially
different from their fair values as at the end of each reporting periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 346 ---
35 COMMITMENTS
Significant capital expenditures contracted for at the end of each reporting period but not recognized as liabilities yet
are as follows:
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted for acquisition of property, plant and
equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100308,389 116,126 –
36 MATERIAL RELATED PARTY TRANSACTIONS
The material related party transactions entered into by the Group during the Track Record Period and the balances
with related parties at the end of each reporting period are set out below.
(i) Key management personnel remuneration
Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors as
disclosed in note 8 and certain of the highest paid employees as disclosed in note 9, is as follows:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Short-term employee benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,645 9,235 7,739
Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100179 164 214
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,551 22,726 22,313
23,375 32,125 30,266
Total remuneration is included in “staff costs” (see note 6(b)).
(ii) Material related parties and the relationship
The related party of the Company and its subsidiaries that had transactions with the Group is as follow:
Name of related party Notes Relationship with the Group
Shenzhen Meishile Catering Management Co., Ltd. /H1100/H1100/H1100(i) Associate of the Group
Ameziel Inc. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiary of associate of the Group
EUZIEL International GmbH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiary of associate of the Group
ZIELJP Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(i) Subsidiary of associate of the Group
Hunan Haiyi E-commerce Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(i)(ii) Associate of the Group
Linghai Y unfu (Zhejiang) Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100(i) Subsidiary of associate of the Group
Beijing Keyi Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(i) Subsidiary of associate of the Group
SHULEX TECHNOLOGY LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiary of associate of the Group
Hangzhou Shulex Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(i) Subsidiary of associate of the Group
Cell Robotics HK limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiary of associate of the Group
Hangzhou Fangbiandian Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100(i) Associate of the Group
Shanghai Haiyilingfei E-commerce Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100(i) Subsidiary of associate of the Group
Oceanwing Service Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiary of associate of the Group
Xiong Kang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Director
Zhu Fanghao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Director
Notes:
(i) The English translation of the names is for identification only.
(ii) In 2022, Hunan Haiyi E-commerce Co., Ltd. was a subsidiary of the Group. In May 2023, the Group disposed
of 60.40% equity interest in Hunan Haiyi E-commerce Co., Ltd. at a consideration of RMB16,000. Upon
completion, the Group lose control of Hunan Haiyi E-commerce Co., Ltd., which was subsequently accounted
for as an associate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 347 ---
(iii) Transactions with related parties
The Group entered into the following related party transactions during the Track Record Period:
Y ear ended December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Rendering of services
– Shenzhen Meishile Catering Management Co., Ltd. /H1100 8 7––
– Ameziel Inc. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,233 – –
– EUZIEL International GmbH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,302 – –
– ZIELJP Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 6––
Accepting service
– Linghai Y unfu (Zhejiang) Technology Co., Ltd. /H1100/H1100/H1100/H11007,300 787 –
– SHULEX TECHNOLOGY LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,777 1,299
– Hangzhou Shulex Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 804 1,356
– Shanghai Haiyilingfei E-commerce Co., Ltd. /H1100/H1100/H1100/H1100/H1100– – 5,402
– Oceanwing Service Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 4,336
Purchasing goods
– Beijing Keyi Technology Co., Ltd. (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,543 5,715 (4,697)
– EUZIEL International GmbH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 146
Gain or loss from disposal of equity
– Shenzhen Meishile Catering Management Co., Ltd. /H1100 (35) – –
Sale of minority interests in a subsidiary
– Xiong Kang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 5 0
Rendering/(withdrawal) loans to related parties
– Hunan Haiyi E-commerce Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,393 (6,832) (7,509)
Note:
(i) The negative amount for purchases from Beijing Keyi Technology Co., Ltd. is due to the return of procured
goods.
(iv) Balances with related parties as at the end of each reporting period
As at December 31,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade nature
Contract liabilities
– Hangzhou Fangbiandian Technology Co., Ltd. /H1100/H1100/H1100 820 832 –
Other payables
– Hangzhou Fangbiandian Technology Co., Ltd. /H1100/H1100/H1100 297 297 –
– Linghai Y unfu (Zhejiang) Technology Co., Ltd. /H1100/H1100 250 493 –
Shanghai Haiyilingfei E-commerce Co., Ltd. /H1100/H1100/H1100/H1100/H1100– – 156
– SHULEX TECHNOLOGY LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 224
– Oceanwing Service Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 232
Trade payables
– Beijing Keyi Technology Co., Ltd. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042 42 4
Non-trade nature
Other receivables
– Hunan Haiyi E-commerce
Co., Ltd. (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,393 26,561 19,682
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Zhu Fanghao (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 35,931
Notes:
(i) The loan to the associate bear interest at 3.65 % per annum. The loan is repayable by installments and will be
fully settled in 2028.
(ii) In October 2025, the Company purchased 4.2659% equity interest in Shenzhen Oceanwing Smart Innovation
Co., Ltd., a non-wholly owned subsidiary of the Company, from Nanjing Haiyi Y uanzhi Management
Consulting Partnership (Limited Partnership) (“Haiyi Y uanzhi”) and other non-controlling shareholders for a
cash consideration of RMB228,556,000. Subsequent to the equity transfer, Mr. Zhu Fanghao, a director of the
Company who is also a limited partner of Haiyi Y uanzhi, reduced his capital contribution in such partnership.
Pursuant to the capital reduction agreement of Haiyi Y uanzhi, the total capital reduction consideration payable
to Mr. Zhu Fanghao amounts to RMB55,200,000 (tax inclusive). As at December 31, 2025, the amount payable
to Mr. Zhu Fanghao was RMB35,931,000 (after tax). The amount is expected to be settled after the Listing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 348 ---
37 IMMEDIATE AND ULTIMATE CONTROLLING PARTY
At December 31, 2023, 2024 and 2025, the directors consider the immediate and ultimate controlling party of the
Group to be Mr. Y ang Meng. Mr. Y ang Meng and Ms. He Li are parties acting in concert. As such, the directors consider
Mr. Y ang Meng and Ms. He Li are controlling shareholders.
38 SUBSEQUENT EVENTS
Subsequent to the end of the Track Record Period, a final dividend in respect of the year ended December 31, 2025
of RMB1.7 per share (tax inclusive), in an aggregate amount of approximately RMB911,670,000, was approved by the
shareholders at the annual general meeting and paid in May 2026.
39 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT
YET EFFECTIVE FOR THE ACCOUNTING PERIOD BEGINNING ON JANUARY 1, 2025
Up to the date of this report, the IASB has issued a number of new or amended standards, which are not yet effective
for the accounting period beginning on January 1, 2025 and which have not been adopted in the Historical Financial
Information, including:
Effective for accounting period
beginning on or after
Amendments to IFRS 9 and IFRS 7, Contracts Referencing Nature-dependent
Electricity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
January 1, 2026
Amendments to IFRS 9 and IFRS 7, Classification and Measurement
of Financial Instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
January 1, 2026
Annual Improvements to IFRS Accounting Standards — V olume 11 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 1, 2026
IFRS 18, Presentation and Disclosure in Financial Statements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 1, 2027
IFRS 19, Subsidiaries without Public Accountability: Disclosures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 1, 2027
Amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an
Investor and its Associate or Joint V enture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
To be determined
The Group is in the process of making an assessment of what the impact of these developments is expected to be in
the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact
on the consolidated financial statements except for the following:
IFRS 18, Presentation and disclosure in financial statements
IFRS 18 will replace IAS 1 Presentation of financial statements and aims to improve the transparency and
comparability of information about an entity’s financial statements. IFRS 18 is effective for annual reporting periods
beginning on or after January 1, 2027 and is to be applied retrospectively.
Among other changes, under IFRS 18, entities are required to classify all income and expenses into five categories
in the statement of profit or loss and other comprehensive income, namely the operating, investing, financing, discontinued
operations and income tax categories. Entities are also required to provide specific disclosures about management-defined
performance measures in a single note in the financial statements.
The Group does not plan to early adopt IFRS 18. IFRS 18 will impact the presentation of financial statements and
is not expected to have significant impact on the financial performance and positions of the Group.
SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company and its subsidiaries in
respect of any period subsequent to December 31, 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 349 ---
The following is the text of a report set out on pages IA-1 to IA-2, received from the Company’ s
reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of
incorporation in this prospectus. The information set out below is the unaudited interim financial
information of the Group for the three months ended March 31, 2026, and does not form part of the
Accountants’ Report from the Company’ s reporting accountants, KPMG, Certified Public
Accountants, Hong Kong, as set out in Appendix I, and is included herein for information purpose
only.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE DIRECTORS
OF ANKER INNOV ATIONS TECHNOLOGY CO., LTD.
Introduction
We have reviewed the interim financial information set out on pages IA-3 to IA-16 which
comprises the consolidated statement of financial position of Anker Innovations Technology Co.,
Ltd. (the “Company”) and its subsidiaries (together, the “Group”) as at March 31, 2026 and the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the condensed consolidated statement of cash flows for the three
months ended March 31, 2026 and explanatory notes. The directors are responsible for the
preparation and presentation of the interim financial information in accordance with IAS 34, Interim
financial reporting , as issued by the International Accounting Standards Board.
Our responsibility is to form a conclusion, based on our review, on this interim financial
information and to report our conclusion solely to you, as a body, in accordance with our agreed
terms of engagement, and for no other purpose. We do not assume responsibility towards or accept
liability to any other person for the contents of this report.
Scope of review
We conducted our review in accordance with Hong Kong Standard on Review Engagements
2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity
(“HKSRE 2410”), as issued by the Hong Kong Institute of Certified Public Accountants. A review
of interim financial information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with Hong Kong Standards on
Auditing and consequently does not enable us to obtain assurance that we would become aware of
all significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
interim financial information as at and for the three months ended March 31, 2026 is not prepared,
in all material respects, in accordance with IAS 34, Interim financial reporting .
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-1 –


--- page 350 ---
Other Matter
We draw attention to the fact that the consolidated statement of profit or loss and other
comprehensive income, the consolidated statement of changes in equity and the condensed
consolidated statement of cash flows for the three months ended March 31, 2025 and the relevant
explanatory notes disclosed in the interim financial information have not been reviewed in
accordance with HKSRE 2410.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
June 23, 2026
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-2 –


--- page 351 ---
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2026 — UNAUDITED
(Expressed in Renminbi (“RMB”))
Three months ended March 31,
Notes 2026 2025
RMB’000 RMB’000
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 7,607,646 5,993,381
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,354,438) (3,441,786)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,253,208 2,551,595
Other income and losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(118,126) 122,561
Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(805,291) (554,128)
Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,456,835) (1,279,880)
General and administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(290,652) (251,423)
Impairment loss on trade and other receivables /H1100/H1100/H1100/H1100(11,061) (5,762)
Operating profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100571,243 582,963
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004(a) (15,725) (11,083)
Share of profits of associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,206 8,859
Profit before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 558,724 580,739
Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 (87,802) (56,423)
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100470,922 524,316--------- ---------
Other comprehensive income for the period
(after tax)
Items that may be reclassified subsequently to profit
or loss:
– Share of other comprehensive income of
associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,008) 1
– Cash flow hedges /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096,383 (88,521)
– Foreign currency translation differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,216 (24,455)
Other comprehensive income for the period /H1100/H1100/H1100/H1100/H1100156,591 (112,975)--------- ---------
Total comprehensive income for the period /H1100/H1100/H1100/H1100/H1100/H1100627,513 411,341
Profit for the period attributable to:
– Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100471,594 495,761
– Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(672) 28,555
Total comprehensive income for the period
attributable to:
– Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628,180 382,786
– Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(667) 28,555
Earnings per share
– Basic (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 0.88 0.93
– Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(b) 0.87 0.93
The accompanying notes on are integral part of this interim financial information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-3 –


--- page 352 ---
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT MARCH 31, 2026 — UNAUDITED
(Expressed in RMB)
Notes
At
March 31,
2026
At
December 31,
2025
RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) 1,880,453 1,869,059
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(b) 359,959 320,302
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,077 52,594
Interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100579,424 581,970
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100598,455 596,805
Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100163,639 119,529
Deferred tax assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100437,436 440,107
4,071,443 3,980,366--------- ---------
Current assets
Derivative financial instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100225,440 131,686
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,568,864 4,997,119
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,954,645 1,872,624
Prepayments and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,382,634 1,297,638
Other financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,424,085 4,130,951
Term deposits and restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100931,120 588,767
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,670,127 3,067,742
16,156,915 16,086,527--------- ---------
Current liabilities
Trade and bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,488,498 2,313,362
Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,439,209 2,771,627
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100335,443 552,496
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100703,611 710,638
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,748 1,202
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,561 81,922
Income tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100225,315 275,892
Derivative financial instruments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,655 42,414
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,579 18,959
6,302,619 6,768,512--------- ---------
Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,854,296 9,318,015--------- ---------
Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,925,739 13,298,381--------- ---------
Non-current liabilities
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100747,747 781,332
Bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,103,180 1,097,400
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100286,675 246,331
Employee benefit liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,092 182,458
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,621 22,110
Deferred tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,755 31,744
Provisions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,472 225,336
2,581,542 2,586,711--------- ---------
NET ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,344,197 10,711,670
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-4 –


--- page 353 ---
Notes
At
March 31,
2026
At
December 31,
2025
RMB’000 RMB’000
CAPITAL AND RESERVES
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100536,159 536,159
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,634,751 9,991,444
Total equity attributable to equity shareholders of
the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,170,910 10,527,603
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100173,287 184,067
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,344,197 10,711,670
The accompanying notes on are integral part of this interim financial information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-5 –


--- page 354 ---
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 — UNAUDITED
(Expressed in RMB)
Attributable to equity shareholders of the Company
Share
capital
Capital
reserve
Other
comprehensive
income
Bonds
payable
reserve
Statutory
reserve
Retained
earnings Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2026 /H1100/H1100/H1100/H1100/H1100/H1100536,159 3,073,206 23,320 4,494 268,080 6,622,344 10,527,603 184,067 10,711,670------- -------- -- ----- ----- ------- -------- --------- -- ----- ---------
Changes in equity for the three
months ended March 31, 2026:
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – 471,594 471,594 (672) 470,922
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100– – 156,586 – – – 156,586 5 156,591
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 156,586 – – 471,594 628,180 (667) 627,513------- -------- -- ----- ----- ------- -------- --------- -- ----- ---------
Conversion of convertible bonds into
ordinary shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–* 7 – –* – – 7 – 7
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100– 17,578 – – – – 17,578 1,278 18,856
Dividends declared and approved /H1100/H1100/H1100– – – – – – – (11,391) (11,391)
Others** /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (2,458) – – – – (2,458) – (2,458)------- -------- ------- ----- ------- -------- --------- ------- ---------
Balance at March 31, 2026 /H1100/H1100/H1100/H1100/H1100/H1100/H1100536,159 3,088,333 179,906 4,494 268,080 7,093,938 11,170,910 173,287 11,344,197
* Less than RMB500.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-6 –


--- page 355 ---
Attributable to equity shareholders of the Company
Share
capital
Capital
reserve
Other
comprehensive
income
Statutory
reserve
Retained
earnings Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100531,411 2,977,551 (68,828) 265,706 5,252,204 8,958,044 186,476 9,144,520------- -------- ------- ------- -------- -------- ------- --------
Changes in equity for the three months ended
March 31, 2025:
Profit for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 495,761 495,761 28,555 524,316
Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (112,975) – – (112,975) – (112,975)
Total comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (112,975) – 495,761 382,786 28,555 411,341------- -------- ------- ------- -------- -------- ------- --------
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 19,324 – – – 19,324 2,161 21,485
Others** /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – 50 50------- -------- ------- ------- -------- -------- ------- --------
Balance at March 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100531,411 2,996,875 (181,803) 265,706 5,747,965 9,360,154 217,242 9,577,396
** Others mainly include the changes in the Group’s share of net assets of its associates, other than those arising from the associates’ profit or loss, ot her comprehensive income or profit
distribution. Such changes mainly arose from the equity-settled share-based payment expenses of an associate under its share award scheme, and pass ive equity dilution of certain associates.
The accompanying notes on are integral part of this interim financial information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-7 –


--- page 356 ---
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 — UNAUDITED
(Expressed in RMB)
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Operating activities
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(309,444) (214,204)
Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(141,188) (73,453)
Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(450,632) (287,657)--------- ---------
Investing activities
Payments for purchase of property, plant and equipment,
intangible assets and other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(25,360) (63,919)
Proceeds from disposal of property, plant and equipment,
intangible assets and other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 –
Payments for interests in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(102) –
Dividend received from associates and equity
investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100375 60
Payments for purchase of equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (20,000)
Proceeds from disposal of equity investments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,884
Payments for purchase of financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,853,555) (1,218,330)
Proceeds from financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,159,502 1,373,466
Net cash generated from investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100280,877 80,161--------- ---------
Financing activities
Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,657) (20,006)
Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,765) (1,089)
Proceeds from bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,855 –
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(132,479) (35,670)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,591) (6,955)
Payments for acquisition of non-controlling interests /H1100/H1100/H1100/H1100(76,216) –
Contributions from non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–5 0
Distributions to non-controlling shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,391) –
Payments for listing expenses to be deducted from equity /H1100 (12,323) –
Net cash used in financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(174,567) (63,670)--------- ---------
Net decrease in cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(344,322) (271,166)
Cash and cash equivalents at the beginning
of period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,067,742 2,328,704
Effect of foreign exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53,293) 46,652
Cash and cash equivalents at the end of period /H1100/H1100/H1100/H1100/H1100/H11002,670,127 2,104,190
The accompanying notes on are integral part of this interim financial information.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-8 –


--- page 357 ---
NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION
(Expressed in thousands of RMB, unless otherwise indicated)
1 BASIS OF PREPARATION
Anker Innovations Technology Co., Ltd. (the “Company”) was formerly established as a limited liability company in
Changsha, Hunan, the People’s Republic of China (the “PRC”) on December 6, 2011, and converted to a joint stock limited
liability company on June 6, 2016.
The Company’s A Shares have been listed on the Shenzhen Stock Exchange (stock code: 300866) since August 2020.
The Group are principally engaged in independent research and development, design and sales of consumer electronic
products such as peripheral products for mobile devices and intelligent hardware products under own brands. The products
are mainly consumer electronic products such as smart charging and power storage, smart audio and video, and smart home.
The interim financial information has been prepared in accordance with IAS 34, Interim financial reporting , as issued
by the International Accounting Standards Board (“IASB”). It was authorised for issue on June 23, 2026.
The interim financial information has been prepared in accordance with the same basis of preparation and presentation
and accounting policies adopted in the historical financial information for the years ended December 31, 2023, 2024 and
2025 (the “Historical Financial Information”) as disclosed in Appendix I to the prospectus dated June 23, 2026 (the
“Prospectus”) issued by the Company, except for the accounting policy changes that are expected to be reflected in the 2026
annual financial statements. Details of any changes in accounting policies are set out in note 2.
The preparation of an interim financial information in conformity with IAS 34 requires management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial information contains condensed consolidated financial statements and selected explanatory
notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes
in financial position and performance of the Group since December 31, 2025 in the Historical Financial Information as
disclosed in Appendix I to the Prospectus. The condensed consolidated interim financial statements and notes thereon do not
include all of the information required for a full set of financial statements prepared in accordance with IFRS Accounting
Standards.
2 CHANGES IN ACCOUNTING POLICIES
The following amendments to standards have been adopted by the Group for the first time for the financial year
beginning on January 1, 2026:
Amendments to IFRS 9 and IFRS 7 /H1100/H1100/H1100/H1100Contracts Referencing Nature-dependent Electricity
Amendments to IFRS 9 and IFRS 7 /H1100/H1100/H1100/H1100Amendments to the classification and measurement of financial
instruments
Annual improvements to IFRS Accounting
Standards /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Annual improvements to IFRS Accounting Standards – V olume 11
The adoption of these amendments to standards does not have material impact on the interim financial information
of the Group.
3 REVENUE AND SEGMENT REPORTING
(a) Disaggregation of revenue
Disaggregation of revenue from contracts with customers by major products or service lines is as follows:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Revenue from contracts with customers within the scope of
IFRS 15
Disaggregated by major products of service lines
Smart charging and power storage /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,167,743 3,248,108
Smart home /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,908,068 1,452,912
Smart audio and video /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,530,439 1,291,274
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,396 1,087
7,607,646 5,993,381
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-9 –


--- page 358 ---
Disaggregation of revenue from contracts with customers by the timing of revenue recognition is set out below:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Point in time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,580,930 5,975,738
Over time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,716 17,643
7,607,646 5,993,381
The Group’s customer base is diversified, and there are no customers with whom transactions have exceeded 10% of
the Group’s revenues during the three months ended March 31, 2026 (three months ended March 31, 2025: Nil).
(b) Segment reporting
The Group determines the operating segments on the basis of internal organisation structure, management
requirements and internal report principles. Management reviews the results of the Group’s operating segments regularly for
the purpose of making decisions about resource allocation and performance assessment.
In a manner consistent with the way in which information is reported internally to the Group’s most senior executive
management for the purposes of resource allocation and performance assessment, the Group has presented five reportable
segments based on geographical location: PRC (including Hong Kong), USA, Europe, Japan and others. No operating
segments have been aggregated to form the reportable segments.
(i) Segment results
For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior
executive management monitors the results attributable to each reportable segment on the following bases:
The measure used for reporting segment result is segment revenue less segment cost (i.e. carrying amount of
inventories sold).
Revenue and cost are allocated to the reportable segments with reference to sales generated by those segments and
the carrying amount of inventories sold by those segments.
Segment information for three months ended March 31, 2026 is as follows:
PRC
(including
Hong Kong) USA Europe Japan Others Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
revenue /H1100/H1100/H1100/H1100/H1100/H1100/H11007,672,533 3,334,676 3,263,129 969,412 1,277,638 (8,909,742) 7,607,646
Reportable segment
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,682,929) (2,664,582) (2,936,193) (753,598) (1,128,585) 8,878,227 (4,287,660)
Reportable segment
profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,989,604 670,094 326,936 215,814 149,053 (31,515) 3,319,986
Write-down of
inventories /H1100/H1100/H1100/H1100/H1100 (66,778)
Other income and
losses, net /H1100/H1100/H1100/H1100/H1100/H1100 (118,126)
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (805,291)
Selling and
distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (1,456,835)
General and
administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (290,652)
Impairment loss on
trade and other
receivables /H1100/H1100/H1100/H1100/H1100 (11,061)
Operating profit /H1100/H1100/H1100/H1100 571,243
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-10 –


--- page 359 ---
Segment information for three months ended March 31, 2025 is as follows:
PRC
(including
Hong Kong) USA Europe Japan Others Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Reportable segment
revenue /H1100/H1100/H1100/H1100/H1100/H1100/H11006,919,787 2,573,396 2,283,844 884,656 1,017,434 (7,685,736) 5,993,381
Reportable segment
cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,655,444) (1,952,221) (1,902,545) (665,230) (858,974) 7,634,885 (3,399,529)
Reportable segment
profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,264,343 621,175 381,299 219,426 158,460 (50,851) 2,593,852
Write-down of
inventories /H1100/H1100/H1100/H1100/H1100 (42,257)
Other income and
losses, net /H1100/H1100/H1100/H1100/H1100/H1100 122,561
Research and
development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (554,128)
Selling and
distribution
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (1,279,880)
General and
administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100 (251,423)
Impairment loss on
trade and other
receivables /H1100/H1100/H1100/H1100/H1100 (5,762)
Operating profit /H1100/H1100/H1100/H1100 582,963
Geographic information
The following table sets out information about the geographical location of the Group’s revenue from external
customers. The geographical location of customers is based on the location at which the goods were delivered, or the services
were provided.
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Northern America /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,409,682 2,681,236
Europe /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,998,135 1,418,422
PRC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100357,191 254,999
Rest of the world /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,842,638 1,638,724
7,607,646 5,993,381
As at the end of the reporting period, most of the Group’s specified non-current assets (primarily include property,
plant and equipment, right-of-use assets, intangible assets, interests in associates and other non-current assets) are located
in the PRC.
4 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after charging:
(a) Finance costs
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Interest on bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,626 9,994
Interest on bonds payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,334 –
Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,765 1,089
15,725 11,083
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-11 –


--- page 360 ---
(b) Staff costs
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100854,563 803,394
Retirement scheme contributions (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,695 28,291
Share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,856 21,485
905,114 853,170
Note:
(i) Retirement scheme contributions
Employees of the Group’s subsidiaries in the PRC are required to participate in a defined contribution retirement
scheme administered and operated by the local municipal government.
The Group’s subsidiaries in the PRC contribute funds which are calculated on certain percentages as agreed by the
local municipal government to the scheme to fund the retirement benefits of employees.
All other overseas subsidiaries of the Group are subject to the statutory enterprise contribution retirement scheme
under the laws of the countries/jurisdictions.
The Group has no further material obligation for payment of other retirement benefits beyond the above contributions.
(c) Other items
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Cost of inventories (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,354,438 3,441,786
Depreciation and amortization charge
– Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,098 15,096
– Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,665 21,024
– Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,870 1,181
– Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110097 68
Impairment losses recognized
– Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,429 1,985
– Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,632 3,777
(i) Cost of inventories include RMB13,452,000, relating to staff costs, depreciation and amortization expenses for
three months ended March 31, 2026 (three months ended March 31, 2025: RMB8,797,000), which are also
included in the respective total amounts disclosed separately above or in Note 4(b) for each of these types of
expenses.
5 INCOME TAX
Taxation in the consolidated statement of profit or loss and other comprehensive income represents:
Three months ended March 31,
2026 2025
RMB’000 RMB’000
Current tax
Provision for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,461 119,973
Over-provision in respect of prior years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,850) (461)
90,611 119,512
Deferred tax
Origination and reversal of temporary differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,809) (63,089)
87,802 56,423
Notes:
(i) PRC enterprise income tax (“EIT”)
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-12 –


--- page 361 ---
The income tax provision of the Group in respect of its operations in PRC was calculated at a tax rate of 25%
on the assessable profits for the periods presented, based on the existing legislation, interpretation and
practices in respect thereof.
Under the PRC Enterprise Income Tax Laws, an enterprise which qualifies as a High and New Technology
Enterprise (“HNTE”) is entitled to a preferential tax rate of 15% provided it continues to meet HNTE
qualification standards on an annual basis. The Company and Shenzhen Oceanwing Smart Innovation
Technology Co., Ltd., as HNTEs, are entitled to a preferential tax rate of 15% during the three months ended
March 31, 2026 (three months ended March 31, 2025: 15%).
In accordance with the “Announcement of the Ministry of Finance and State Taxation Administration on
Further Implementing the Preferential Income Tax Policies for Small and Micro Enterprises” (Caishui No. 13
[2022]), the “Announcement of the Ministry of Finance and State Taxation Administration on Income Tax
Preferences for Small and Micro Enterprises and Individual Businesses” (Caishui No. 6 [2023]), and the
“Announcement of the Ministry of Finance and State Taxation Administration on Relevant Tax and Fee
Policies With Respect to Further Supporting the Development of Small and Micro Enterprises and Individual
Businesses” (Caishui No. 12 [2023]), for small and micro enterprises, the applicable rate of enterprise income
tax is 20%. Some of the Group’s subsidiaries meet the criteria as small and micro enterprises, therefore fall
in the scope of the above tax preferential.
During the three months ended March 31, 2025 and 2026, an additional 100% of qualified research and
development expenses incurred is allowed to be deducted from taxable income under the PRC Enterprise
Income Tax Law and its relevant regulations.
(ii) Hong Kong profits tax
For the Hong Kong subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the
remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for the Hong Kong
subsidiary was calculated at the same basis in the three months ended March 31, 2025 and 2026.
(iii) Income tax in other jurisdictions
Taxation for subsidiaries incorporated in other jurisdictions is charged at the appropriate current rates of
taxation ruling in the relevant countries at a range from 0% to 35% during the three months ended March 31,
2025 and 2026.
According to the relevant taxation ruling of Malta, specific preferential tax rates can be applied to eligible
taxpayers. Some of subsidiaries of the Group in Malta entitled to preferential tax rate.
6 EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary equity shareholders of the
Company of RMB471,594,000 (three months ended March 31, 2025: RMB495,761,000) and the weighted average of
536,159,000 ordinary shares (2025: 531,411,000 shares) in issue during the interim period.
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to ordinary equity shareholders of the
Company (diluted) of RMB476,978,000 (three months ended March 31, 2025: RMB495,761,000) and the weighted average
number of ordinary shares (diluted) of 547,350,000 (2025: 532,390,000 shares).
7 RIGHT-OF-USE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
(a) Property, plant and equipment
During the three months ended March 31, 2026, the Group acquired items of property, plant and equipment with a
cost of RMB57,618,000 (three months ended March 31, 2025: RMB53,474,000).
As at March 31, 2026, certain properties of the Group with carrying amount of RMB901,303,000 (December 31,
2025: RMB912,858,000) were pledged as securities for bank loan.
(b) Right-of-use assets
During the three months ended March 31, 2026, the Group entered into new lease agreement and therefore recognised
the addition to original value of right-of-use assets of RMB85,135,000 (three months ended March 31, 2025:
RMB68,756,000).
8 DIVIDENDS
(i) No interim dividends were proposed to equity shareholders of the Company attributable to the interim period after
the end of the reporting period during the three months ended March 31, 2026 (three months ended March 31, 2025:
Nil).
(ii) No dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and
paid during the three months ended March 31, 2026 (three months ended March 31, 2025: Nil).
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-13 –


--- page 362 ---
9 FAIR V ALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value
(i) Fair value hierarchy
The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting
period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair value
measurement . The level into which a fair value measurement is classified is determined with reference to the observability
and significance of the inputs used in the valuation technique as follows:
 Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active
markets for identical assets or liabilities at the measurement date
 Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level
1, and not using significant unobservable inputs. Unobservable inputs are inputs for
which market data are not available
 Level 3 valuations: Fair value measured using significant unobservable inputs
The following table presents the Group’s financial assets and financial liabilities that are measured at fair value as
at March 31, 2026 and December 31, 2025:
Fair value at
March 31, 2026
Fair value measurements as at March 31, 2026 categorized into
level 1 level 2 level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Assets:
Financial products measured at FVPL /H1100 1,573,022 – 18,579 1,554,443
Financial products measured at
FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,330,247 – – 1,330,247
Equity investments measured at
FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,119,271 554,392 – 564,879
Derivative financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100225,440 – 225,440 –
Liabilities:
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,579 – 18,579 –
Derivative financial liabilities /H1100/H1100/H1100/H1100/H11004,655 – 4,655 –
Fair value at
December 31, 2025
Fair value measurements as at December 31, 2025 categorized into
level 1 level 2 level 3
RMB’000 RMB’000 RMB’000 RMB’000
Recurring fair value measurements
Assets:
Financial products measured at FVPL /H1100 1,844,831 – 20,236 1,824,595
Financial products measured at
FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,663,955 – – 1,663,955
Equity investments measured at
FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,218,970 655,850 – 563,120
Derivative financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100131,686 – 131,686 –
Liabilities:
Other financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,959 – 18,959 –
Derivative financial liabilities /H1100/H1100/H1100/H1100/H110042,414 – 42,414 –
During the three months ended March 31, 2026, there were no transfers between Level 1 and Level 2, or transfers
into or out of Level 3 (three months ended March 31, 2025: Nil). The Group’s policy is to recognize transfers between levels
of fair value hierarchy as at the end of the reporting period in which they occur.
(ii) V aluation techniques and inputs used in Level 2 fair value measurements
The fair value of forward exchange contracts in Level 2 is determined with reference to the value report as provided
by the financial institutions.
The fair value of restricted listed equity instruments in Level 2 is determined by the Group using valuation approach
of option pricing model. The inputs of the valuation technique mainly include expected yield, risk-free rate, expected
volatility.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-14 –


--- page 363 ---
Information about Level 3 fair value measurements
The fair value of financial products and equity investments in Level 3 is determined by the Group using valuation
technique. The valuation models used mainly comprise discounted cash flow approach, recent transaction price approach or
market approach.
(iii) The following table summarises the quantitative information about the significant unobservable inputs of major
financial assets and liabilities used in Level 3 fair value measurements of major financial assets:
Range of inputs
Valuation
techniques
Significant
Unobservable
inputs
As at
March 31,
2026
As at
December 31,
2025
Sensitivity of
fair value to the input
Financial products
measured at FVPL /H1100/H1100Discounted
cash flow
method
Interest
return rate
0.65%-5.80% 0.80%-5.80% As at March 31, 2026,
an increase/decrease in
interest return rate by
1% would have
increased/decreased
the fair value by
RMB3,588,000
(December 31, 2025:
RMB1,578,000)
Financial products
measured at FVOCI /H1100
Discounted
cash flow
method
Interest
return rate
1.20%-3.15% 1.10%-3.64% As at March 31, 2026,
an increase/decrease in
interest return rate
by 1% would have
increase/decrease the
fair value by
RMB23,045,000
(December 31, 2025:
RMB24,972,000)
Equity investments
measured at FVPL /H1100/H1100
Market
approach
Price sales
ratio
1.09-2.54 1.09-2.54 As at March 31, 2026,
an increase/decrease in
price sales ratio by
1% would have
increased/decreased
the fair value by
RMB1,750,000
(December 31, 2025:
RMB1,757,000)
Discount for
lack of
marketability
25.60% 25.60% As at March 31, 2026,
an increase/decrease in
discount for lack of
marketability by
1% would have
decreased/increased
the fair value by
RMB1,675,000
(December 31, 2025:
RMB2,548,000)
The movement during the period in the balance of Level 3 fair value measurements is as follows:
2026 2025
RMB’000 RMB’000
Financial products measured at FVPL:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,824,595 2,276,730
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,000 25,286
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,282) (1,151)
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,575,000 747,128
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,851,870) (778,049)
At March 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,554,443 2,269,944
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-15 –


--- page 364 ---
2026 2025
RMB’000 RMB’000
Financial products measured at FVOCI:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,663,955 1,716,696
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,773 10,685
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,575) 1,168
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,000 30,000
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(389,906) (95,894)
At March 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,330,247 1,662,655
Equity investments measured at FVPL:
At January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100563,120 574,583
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,913 60
Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,154) 4,780
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 20,000
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (5,375)
At March 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100564,879 594,048
The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially different from
their fair values as at the end of the reporting period.
10 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD
Subsequent to the end of the reporting period, a final dividend in respect of the year ended December 31, 2025 of
RMB1.7 per share (tax inclusive), in an aggregate amount of approximately RMB911,670,000, was approved by the
shareholders at the annual general meeting and paid in May 2026.
APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION
– IA-16 –


--- page 365 ---
The following information does not form part of the Accountants’ Report received from
KPMG, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out
in Appendix I to this Prospectus, and is included herein for information purposes only. The
unaudited pro forma financial information should be read in conjunction with the section headed
“Financial information” in this Prospectus and the Accountants’ Report set out in Appendix I to this
Prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted net tangible assets of our Group is
prepared in accordance with Rule 4.29 of the Listing Rules and is set out below to illustrate the
effect of the Global Offering on the consolidated net tangible assets attributable to equity
shareholders of the Company as at December 31, 2025 as if the Global Offering had taken place on
December 31, 2025.
The unaudited pro forma statement of adjusted net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture of
the financial position of the Group had the Global Offering been completed as at December 31, 2025
or at any future date.
Consolidated net
tangible assets
attributable to
equity
shareholders of
the Company as
at December 31,
2025 (1)
Estimated net
proceeds from the
Global
Offering (2)(4)
Unaudited pro
forma adjusted
net tangible
assets
attributable to
equity
shareholders of
the Company
Unaudited pro forma
adjusted net tangible assets
per Share
RMB’000 RMB’000 RMB’000 RMB (3) HK$(4)
Based on an Offer
Price of
HK$99.32 per
H Share /H1100/H1100/H1100/H1100/H110010,475,125 3,932,171 14,407,296 24.72 28.44
Notes:
(1) The consolidated net tangible assets attributable to equity shareholders of the Company as of December 31,
2025 is arrived at after (i) deducting intangible assets of RMB52,594,000; and (ii) adjusting the share of
intangible assets attributable to non-controlling interests of RMB116,000 from the consolidated total equity
attributable to equity shareholders of the Company of RMB10,527,603,000 as of December 31, 2025, which
are extracted from the Accountants’ Report as set out in Appendix I to the Prospectus.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$99.32 per H Share
and 46,632,800 H Shares to be issued pursuant to the Global Offering, after deduction of the estimated
underwriting fees and other expenses relating to the Global Offering paid or payable by the Group (excluding
the listing expenses that have been charged to profit or loss during the Track Record Period), and do not take
into account any Shares which may be issued upon the exercise of the Offer Size Adjustment Option or the
Over-allotment Option, or any Shares which may be issued under the Restricted Share Incentive Plans.
(3) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the adjustments referred to
in the preceding paragraphs and on the basis that 582,791,673 Shares were in issue immediately following the
completion of the Global Offering (being 536,158,873 Shares in issue as of December 31, 2025 and 46,632,800
H Shares to be issued pursuant to the Global Offering), and does not take into account the issuance of any H
Shares which may be issued upon the exercise of the Offer Size Adjustment Option or the Over-allotment
Option, or any Shares which may be issued under the Restricted Share Incentive Plans.
(4) The estimated net proceeds from the Global Offering and the unaudited pro forma adjusted net tangible assets
per Share are converted from or into HK$ with an exchange rate of RMB0.8693 to HK$1.00. No representation
is made that RMB amounts have been, could have been or may be converted to HK$, or vice versa, at that rate
or at any other rate.
(5) No adjustment has been made to reflect any trading results or other transactions of the Group entered in
subsequent to December 31, 2025, including but not limited to the cash dividend of RMB911,670,000
approved and declared in May 2026. Had such cash dividend been approved and declared on December 31,
2025, the unaudited pro forma adjusted net tangible assets would have decreased by approximately
RMB911,670,000 and the unaudited pro forma adjusted net tangible assets per Share would have decreased by
approximately RMB1.56 (equivalent to HK$1.80).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 366 ---
B. REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the reporting accountants, KPMG, Certified
Public Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the
purpose in this prospectus.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
TO THE DIRECTORS OF ANKER INNOV ATIONS TECHNOLOGY CO., LTD.
We have completed our assurance engagement to report on the compilation of pro forma
financial information of Anker Innovations Technology Co., Ltd. (the “Company”) and its
subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for
illustrative purposes only. The unaudited pro forma financial information consists of the unaudited
pro forma statement of adjusted net tangible assets as at December 31, 2025 and related notes as
set out in Part A of Appendix II to the prospectus dated June 23, 2026 (the “Prospectus”) issued by
the Company. The applicable criteria on the basis of which the Directors have compiled the pro
forma financial information are described in Part A of Appendix II to the Prospectus.
The pro forma financial information has been compiled by the Directors to illustrate the
impact of the proposed offering of the H shares of the Company (the “Global Offering”) on the
Group’s financial position as at December 31, 2025 as if the Global Offering had taken place at
December 31, 2025. As part of this process, information about the Group’s financial position as at
December 31, 2025 has been extracted by the Directors from the Group’s historical financial
information included in the Accountants’ Report as set out in Appendix I to the Prospectus.
Directors’ Responsibilities for the Pro Forma Financial Information
The Directors are responsible for compiling the pro forma financial information in accordance
with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7
“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”)
issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of Ethics
for Professional Accountants issued by the HKICPA, which is founded on fundamental principles
of integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements”, which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 367 ---
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the pro forma financial information and to report our opinion to you. We do not accept
any responsibility for any reports previously given by us on any financial information used in the
compilation of the pro forma financial information beyond that owed to those to whom those reports
were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements (“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro
Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard
requires that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the pro forma financial information in accordance with
paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the HKICPA.
For purpose of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the pro forma financial
information, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the pro forma financial information.
The purpose of pro forma financial information included in an investment circular is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the
Group as if the event had occurred or the transaction had been undertaken at an earlier date selected
for purposes of the illustration. Accordingly, we do not provide any assurance that the actual
outcome of events or transactions as at December 31, 2025 would have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information
has been properly compiled on the basis of the applicable criteria involves performing procedures
to assess whether the applicable criteria used by the Directors in the compilation of the pro forma
financial information provide a reasonable basis for presenting the significant effects directly
attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the pro forma financial information reflects the proper application of those adjustments
to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgement, having regard to the
reporting accountants’ understanding of the nature of the Group, the event or transaction in respect
of which the pro forma financial information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the pro forma financial
information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our procedures on the pro forma financial information have not been carried out in accordance
with attestation standards or other standards and practices generally accepted in the United States
of America, auditing standards of the Public Company Accounting Oversight Board (United States)
or any overseas standards and accordingly should not be relied upon as if they had been carried out
in accordance with those standards and practices.
We make no comments regarding the reasonableness of the amount of net proceeds from the
issuance of the Company’s H shares, the application of those net proceeds, or whether such use will
actually take place as described in the section headed “Future Plans and Use of Proceeds” in the
Prospectus.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 368 ---
Opinion
In our opinion:
(a) the pro forma financial information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group, and
(c) the adjustments are appropriate for the purposes of the pro forma financial information
as disclosed pursuant to paragraph 4.29(1) of the Listing Rules
KPMG
Certified Public Accountants
Hong Kong
June 23, 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 369 ---
This appendix is mainly intended to provide potential investors with an overview of the
Articles of Association. As the following data is merely a summary, it does not record all data that
may be material to potential investors.
ISSUANCE OF SHARE
The issuance of shares by the Company shall follow the principles of openness, fairness and
impartiality. Each share of the same class shall have equal rights.
For shares of the same class issued in the same offering, the issuance conditions and price per
share shall be identical; and the same price shall be paid for each share subscribed by subscribers.
INCREASE/REDUCTION AND REPURCHASE OF SHARES
According to the operation and development needs of the Company, subject to the laws and
regulations, the Company may increase the share capital by the following ways upon approval by
way of resolutions at the shareholders’ meeting:
(I) issuance of shares to unspecified parties;
(II) issuance of shares to specified parties;
(III) distribution of bonus shares to existing shareholders;
(IV) conversion of capital reserve into share capital;
(V) Other methods prescribed by laws, administrative regulations, the CSRC, and the
securities regulatory rules of the place where the Company’s shares are listed.
The Company may reduce its registered capital. The Company shall reduce its registered
capital in accordance with the procedures stipulated in the Company Law, other relevant
regulations, the securities regulatory rules of the place where the Company’s shares are listed and
the Articles of Association.
The Company shall not repurchase its own shares. However, The Company may acquire its
own shares in accordance with the procedures stipulated in laws, administrative regulations, other
relevant regulations, the securities regulatory rules of the place where the Company’s shares are
listed and the Articles of Association:
(I) reduction of the Company’s registered capital;
(II) merger with another company holding shares in the Company;
(III) using the shares for employee stock ownership plan or equity incentives;
(IV) acquisition of shares held by shareholders (upon their request) who vote against any
resolution proposed in any shareholders’ meeting on the merger or division of the
Company;
(V) using shares for the conversion of corporate bonds which are convertible into shares
issued by the Company;
(VI) as necessary for maintaining the value of the Company and safeguarding the rights and
interests of shareholders;
(VII) Other methods prescribed by laws, administrative regulations, the CSRC, and the
securities regulatory rules of the place where the Company’s shares are listed.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-1 –


--- page 370 ---
The Company may acquire its own shares through open centralized trading methods, or other
methods prescribed by laws, administrative regulations, and recognized by the CSRC and other
stock exchanges and securities regulatory authorities of the places where the Company’s shares are
listed.
When the Company acquires its own shares under circumstances specified in items (III), (V)
and (VI) above, it shall do so through open centralized trading methods.
When the Company acquires its own shares under circumstances specified in items (I) and (II)
above, it shall be subject to resolution by the shareholders’ meeting; when the Company acquires
its own shares under circumstances specified in items (III), (V) and (VI) above, it shall, in
accordance with the provisions of the Articles of Association or the authorization of the
shareholders’ meeting, be subject to resolution by a board meeting attended by more than two-thirds
of the directors.
After the Company acquires its shares in accordance with the Articles of Association, for
circumstances under item (I) above, the shares shall be cancelled within ten days from the date of
acquisition; for circumstances under items (II) and (IV) above, the shares shall be transferred or
cancelled within six months; for circumstances under items (III), (V) and (VI) above, the total
number of the Company’s own shares held by the Company shall not exceed 10% of the total issued
shares of the Company, and such shares shall be transferred or cancelled within three years.
TRANSFER OF SHARES
The Company’s shares shall be transferred in accordance with law. All transfers of H shares
shall be effected by instruments of transfer in writing in the usual or common form or any other
form acceptable to the board of directors (including the standard transfer form or transfer form
prescribed by the Hong Kong Stock Exchange from time to time); and such instruments of transfer
may be executed by hand only or, if the transferor or transferee is a corporation, under seal. Where
the transferor or transferee is a recognized clearing house as defined in relevant ordinances in force
from time to time under the laws of Hong Kong (hereinafter referred to as the “Recognized Clearing
House”) or its nominee(s), instruments of transfer may be executed by hand or by machine
imprinted signatures. All instruments of transfer shall be maintained at the legal address of the
Company or other place designated by the board of directors from time to time.
The Company shall not accept its own shares as the subject matter of pledge rights.
Shares issued by the Company before the public offering of A shares shall not be transferred
within one year from the date when the Company’s A shares are listed and traded on a stock
exchange.
Directors and senior management of the Company shall report to the Company their
shareholdings in the Company and changes therein. During their term of office determined upon
them taking office, the shares they transfer each year shall not exceed 25% of the total shares of
the same class they hold in the Company, and the shares they held shall not be transferred within
one year from the date of its listing. Furthermore, such individuals shall not transfer their shares
within six months after leaving their positions.
Directors, senior management, and shareholders holding more than 5% of the Company’s
shares who sell their shares or other equity securities of the Company within six months after
purchase, or purchase again within six months after sale, shall return the gains therefrom to the
Company, and the Company’s board of directors shall recover such gains. However, this excludes
securities companies holding more than 5% of shares due to purchasing remaining shares after
underwriting and other circumstances prescribed by applicable laws, regulations and the securities
regulatory rules of the place where the Company’s shares are listed.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-2 –


--- page 371 ---
The shares or other equity securities mentioned in the preceding paragraph held by directors,
senior management, and natural person shareholders include those held by their spouses, parents,
children, and through others’ accounts.
Where the Company’s board of directors fails to implement the above provisions, shareholders
have the right to require the board of directors to implement them within 30 days. Where the
Company’s board of directors fails to implement them within the aforementioned period,
shareholders have the right to directly file lawsuits with the people’s court in their own name for
the Company’s benefit. Where the Company’s board of directors fails to implement the above
provisions, responsible directors shall bear joint and several liability in accordance with law.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
The Company shall establish a register of members based on certificates provided by
securities registration and settlement institutions. Shareholders shall enjoy rights and bear
obligations according to the class of shares they hold; shareholders holding shares of the same class
shall enjoy equal rights and bear the same obligations.
The register of members is sufficient evidence proving shareholders’ shareholdings in the
Company. The original H share register of members shall be maintained in Hong Kong for
shareholders’ inspection, but the Company may suspend the registration procedures for shareholders
in accordance with applicable laws, regulations, and the securities regulatory rules of the place
where the Company’s shares are listed. Any shareholder registered in the register of members or any
person requesting registration of their name in the register of members may apply to the Company
for new share certificates if their share certificates are lost. Where a foreign shareholder of a listed
foreign capital shares loses their share certificates and apply for new ones, this process may be
handled in accordance with laws, securities regulatory rules, or other relevant provisions of the
place where the original register of members is maintained.
The company shall sign a securities registration and service agreement with the securities
registration and settlement agency, regularly inquire the information of major shareholders and the
changes of their shareholding (including the pledge of equity), and keep abreast of the company’s
equity structure.
When the company convenes a shareholders’ meeting, distributes dividends, liquidates or
engages in other acts requiring the confirmation of shareholders’ identity, the board of directors or
the convenor of the shareholders’ meeting shall determine the equity registration date, and the
shareholders registered in the register after the close of the equity registration date shall be the
shareholders enjoying the relevant rights and interests.
Shareholders of the Company shall enjoy the following rights:
(I) to receive dividends and other forms of benefits according to the number of shares held;
(II) to require to hold, convene, chair, attend or appoint a proxy to attend shareholders’
meetings and exercise the corresponding voting rights in accordance with the laws;
(III) to supervise the operations of the Company, and to put forward suggestions or raise
enquiries;
(IV) to transfer, make a gift of or pledge shares held by them according to the provisions of
the laws, administrative regulations and the Articles of Association;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-3 –


--- page 372 ---
(V) to inspect and duplicate the Articles of Association, registers of members, the minutes
of shareholders’ meetings, resolutions of the Board meetings and the financial
accounting reports. Shareholders who meet the requirements may inspect the Company’s
accounting books and certificates;
(VI) in the event of the termination or liquidation of the Company, the right to participate in
the distribution of the remaining assets of the Company in proportion to the number of
shares held;
(VII) with respect to shareholders who voted against any resolution adopted at the
shareholders’ meeting on the merger or division of the Company, the right to demand the
Company to acquire the shares held by them;
(VIII) other rights stipulated in the laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
Where the content of resolutions by the Company’s shareholders’ meeting or board of
directors violates laws or administrative regulations, shareholders have the right to request the
people’s court to declare them invalid. Where the convening procedures or voting methods of
shareholders’ meetings or board meetings violate laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed or the Articles of Association,
or the content of resolutions violates the Articles of Association, shareholders have the right to
request the people’s court to revoke them within 60 days from the date the resolutions are made.
However, this excludes cases where the convening procedures or voting methods of shareholders’
meetings or board meetings have only minor defects that do not substantially affect the resolutions.
Where directors other than audit committee members and senior management violate laws,
administrative regulations or the Articles of Association in performing duties for the Company and
cause losses to the Company, shareholders who individually or collectively hold 1% or more of the
Company’s shares for 180 consecutive days or more have the right to make written requests to the
audit committee to file lawsuits with the people’s court; where audit committee members violate
laws, administrative regulations or the Articles of Association in performing duties for the Company
and cause losses to the Company, the aforementioned shareholders may make written requests to the
board of directors to file lawsuits with the people’s court.
Where the audit committee or the board of directors refuses to file lawsuits after receiving the
written requests from shareholders as specified in the preceding paragraph, or fails to file lawsuits
within 30 days from the date of receiving the requests, or in urgent circumstances where failure to
immediately file lawsuits would cause irreparable damage to the Company’s interests, the
shareholders specified in the preceding paragraph have the right to directly file lawsuits with the
people’s court in their own name for the Company’s benefit.
Where directors or senior management violate laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed or the Articles of Association
and harm shareholders’ interests, shareholders may file lawsuits with the people’s court.
The shareholders of the Company shall assume the following obligations:
(I) complying with laws, administrative regulations, the securities regulatory rules of the
place where the Company’s shares are listed and the Articles of Association;
(II) paying share payments as per the shares subscribed for and the method of subscription;
(III) not to withdraw its share capital, except for circumstances stipulated by laws and
regulations;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-4 –


--- page 373 ---
(IV) not to abuse the shareholders’ rights to impair the interest of the Company or other
shareholders; not to abuse the independent legal person status of the Company and the
limited liability of shareholders to impair the interest of creditors of the Company;
(V) other obligations required to be assumed under laws, administrative regulations and the
Articles of Association.
Shareholders of the Company shall be liable for making compensation for any loss suffered
by the Company or other shareholders arising from their abuse of shareholders’ rights in accordance
with law. Shareholders of the Company who abuse the independent legal person status of the
Company and the limited liability of shareholders to evade debts and seriously impair the interest
of creditors of the Company shall be jointly and severally liable for the debts of the Company.
Controlling Shareholders and De Facto Controllers
The controlling shareholders and de facto controllers of the Company shall comply with the
following provisions:
(I) exercise shareholders’ rights in accordance with the law, not to abuse controlling
interest, or exploit connected-party relationships to harm the legitimate rights and
interests of the Company or other shareholders;
(II) strictly fulfil public statements and commitments made, without unauthorised changes or
waivers;
(III) strictly fulfil information disclosure obligations in accordance with relevant regulations,
actively cooperate with the Company in information disclosure work, and promptly
inform the Company of significant events that have occurred or are planned to occur;
(IV) shall not misappropriate the Company’s funds in any way;
(V) shall not coerce, instruct, or require the Company and related personnel to illegally
provide guarantees;
(VI) shall not seek benefits using the Company’s undisclosed significant information, shall
not disclose any undisclosed significant information about the Company in any way,
shall not engage in insider trading, short term trading, market manipulation, or other
illegal activities;
(VII) shall not damage the legitimate rights and interests of the Company and other
shareholders through unfair related party transactions, profit distribution, asset
reorganisation, external investments, or any other means;
(VIII) ensure the integrity of the Company’s assets, personnel independence, financial
independence, institutional independence, and business independence, and shall not in
any way affect the Company’s independence;
(IX) comply with laws, administrative regulations, provisions of the CSRC, the securities
regulatory rules of the place where the Company’s shares are listed and other provisions
of the Articles of Association.
Where any controlling shareholder or de facto controller of the Company instructs a director
or senior management officer to engage in conduct that harms the interests of the Company or
shareholders, such controlling shareholder or de facto controller shall bear joint and several
liabilities with that director or senior management officer.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-5 –


--- page 374 ---
General Provisions for Shareholders’ Meetings
The shareholders’ meeting of the Company shall be composed of all shareholders. The
shareholders’ meeting is the authority of power of the Company which shall exercise the following
functions and powers in accordance with the laws:
(I) elect and replace the directors who are not representatives of the employees, and decide
on matters relating to the remuneration of the directors;
(II) consider and approve the reports of the board of directors;
(III) consider and approve the Company’s profit distribution plans and loss recovery plans;
(IV) resolve to increase or reduce the registered capital of the Company;
(V) resolve on the issuance of corporate bonds;
(VI) resolve on merger, division, dissolution and liquidation or change in corporate form of
the Company;
(VII) amend the Articles of Association;
(VIII) resolve on the engagement or dismissal of accounting firms engaged in the audit work
of the Company;
(IX) consider and approve the guarantees prescribed in Article 46 of the Articles of
Association;
(X) review and approve any transaction or matter that the company should submit to the
shareholders’ meeting for approval in accordance with the Hong Kong Listing Rules
(including but not limited to Chapter 14 and Chapter 14A);
(XI) consider matters regarding the purchase and sale of material assets by the Company
within one year which reach over 30% of the latest audited total assets of the Company;
(XII) consider and approve the changes in the use of proceeds raised;
(XIII) consider the equity incentive plans and employee stock ownership plans;
(XIV) consider and approve major related transactions that are required to be approved by the
shareholders’ meeting as stipulated by laws, regulations and normative documents;
(XV) resolve on the Company’s repurchase of its own shares under the circumstances
specified in items (I) and (II) of Article 24 of the Articles of Association;
(XVI) consider other matters which shall be decided by the shareholders’ meetings as stipulated
by laws, administrative regulations, departmental rules or the Articles of Association.
The shareholders’ meeting may authorise the board of directors to resolve on the issue of
corporate bonds.
The following external guarantees of the Company shall be submitted to the shareholders’
meeting for consideration after consideration and approval by the board of directors:
(I) guarantee with a single sum of guarantee that has exceeded 10% of the latest audited net
assets of the Company;
(II) any guarantee after the total amount of external guarantees provided by the Company
and its holding subsidiaries has exceeded 50% of the latest audited net assets of the
Company;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-6 –


--- page 375 ---
(III) any guarantee provided by the Company after the total amount of external guarantees
provided by them exceeds 30% of the Company’s latest audited total assets;
(IV) guarantee to be provided for a party with a gearing ratio of over 70%;
(V) within any consecutive twelve-month period, the amount of guarantees exceeds 30% of
the Company’s latest audited total assets;
(VI) within any consecutive twelve-month period, the amount of guarantees exceeds 50% of
the Company’s latest audited net assets and the absolute amount exceeds RMB50
million;
(VII) guarantees provided to the shareholders, de facto controllers and their related parties;
(VIII) other guarantee circumstances prescribed by laws, regulations, normative documents,
the securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
When the shareholders’ meeting considers the guarantee mentioned in item (V) of the
preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the
shareholders attending the meeting.
When the shareholders’ meeting considers guarantee proposals for shareholders, de facto
controllers, and their related parties, such shareholders or shareholders controlled by such de facto
controllers shall not participate in the voting, and such voting shall be approved by more than half
of the voting rights held by other shareholders attending the shareholders’ meeting.
Shareholders’ meetings include annual shareholders’ meetings and extraordinary
shareholders’ meetings. Annual shareholders’ meetings are held once every year and within 6
months from the end of the preceding financial year.
The Company shall convene an extraordinary shareholders’ meeting within 2 months from the
date of the occurrence of any of the following circumstances:
(I) where the number of directors is less than the number stipulated in the Company Law
or two-thirds of the number prescribed in the Articles of Association;
(II) where the losses of the Company that have not been made up represent one-third of its
total share capital;
(III) where such meeting is requested by shareholders individually or jointly holding more
than 10% of the shares of the Company;
(IV) where such meeting is deemed necessary by the board of directors;
(V) where such meeting is proposed to be convened by the audit committee;
(VI) other circumstances specified in laws, administrative regulations, departmental rules, the
securities regulatory rules of the place where the Company’s shares are listed or the
Articles of Association.
Convening of Shareholders’ Meeting
The board of directors shall convene the shareholders’ meeting on time within the stipulated
period.
With the consent of more than half of all independent directors, independent directors shall be
entitled to propose to the board of directors to convene an extraordinary general meeting. The board
of directors shall, in accordance with the laws, administrative regulations, the securities regulatory
rules of the place where the Company’s shares are listed and the Articles of Association, furnish a
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-7 –


--- page 376 ---
written reply stating whether it agrees or disagrees with the convening of the extraordinary general
meeting within 10 days after receiving such a proposal from the independent directors. In the event
that the board of directors agrees to convene an extraordinary general meeting, the notice of
shareholders’ meeting shall be issued within 5 days after the board of directors passes the relevant
resolution. In the event that the board of directors does not agree to convene an extraordinary
general meeting, it shall state the reasons and make an announcement.
The Audit Committee shall propose to the board of directors to convene an extraordinary
general meeting, and such proposal shall be made in writing. The board of directors shall, in
accordance with the laws, administrative regulations, the securities regulatory rules of the place
where the Company’s shares are listed and the Articles of Association, furnish a written reply
stating whether it agrees or disagrees with the convening of an extraordinary general meeting within
10 days after receiving such proposal. In the event that the board of directors agrees to convene an
extraordinary general meeting, the notice of shareholders’ meeting shall be issued within 5 days
after the board of directors passes the relevant resolution. Any changes to the original proposal
made in the notice shall be approved by the Audit Committee. In the event that the board of
directors does not agree to convene an extraordinary general meeting or does not furnish any reply
within 10 days after receiving such proposal, the board of directors shall be deemed as unable to
perform or failure to perform its duty of convening a shareholders’ meeting, in which case the Audit
Committee may convene and preside over a shareholders’ meeting by itself.
Shareholders individually or jointly holding more than 10% of the shares (including preferred
shares with restored voting rights) of the Company shall request the board of directors to convene
an extraordinary general meeting, and such request shall be made in writing. The board of directors
shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the
place where the Company’s shares are listed and the Articles of Association, furnish a written reply
stating whether it agrees with the convening of the extraordinary general meeting within 10 days
after receiving such request. In the event that the board of directors agrees to convene an
extraordinary general meeting, the notice of shareholders’ meeting shall be issued within 5 days
after the board of directors passes the relevant resolution. Any changes to the original request made
in the notice shall be approved by the relevant shareholders. In the event that the board of directors
does not agree to convene an extraordinary general meeting or does not furnish any reply within 10
days after receiving such request, shareholders individually or jointly holding more than 10% of the
shares (including preferred shares with restored voting rights) of the Company shall propose to the
Audit Committee to convene an extraordinary general meeting, and such proposal shall be
submitted in writing to the Audit Committee. In the event that the Audit Committee agrees to
convene an extraordinary general meeting, the notice of shareholders’ meeting shall be issued
within 5 days after receiving such request. Any changes to the original request made in the notice
shall be approved by the relevant shareholders. Failure of the Audit Committee to issue the notice
of shareholders’ meeting within the prescribed time limit shall be deemed as failure of the Audit
Committee to convene and preside over a shareholders’ meeting, and shareholders individually or
jointly holding more than 10% of the shares (including preferred shares with restored voting rights)
of the Company for more than 90 consecutive days are entitled to convene and preside over a
shareholders’ meeting on their own initiatives.
Where the Audit Committee or shareholders decide(s) to convene a shareholders’ meeting on
their own initiative, the board of directors shall be notified in writing, and records shall be filed with
the Shenzhen Stock Exchange, in accordance with the requirements of the securities regulatory
rules of such place. Before the announcement of the resolution of the shareholders’ meeting, the
shareholding of the shareholders convening such meeting shall not be less than 10%. The Audit
Committee and the shareholders convening the meeting shall submit the relevant materials for proof
to the securities regulatory authority of the place where the Company’s shares are listed, in
accordance with the requirements of the securities regulatory rules of such place at the time of
issuance of notice of shareholders’ meeting and announcement on the resolutions passed at the
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-8 –


--- page 377 ---
shareholders’ meeting. For the shareholders’ meeting convened by the Audit Committee or
shareholders on their own initiative, the board of directors and its secretary will cooperate. The
board of directors shall provide the register of members as at the date of shareholding registration.
For the shareholders’ meetings convened by the Audit Committee or the shareholders on their
own initiative, the necessary expenses in relation to the meetings shall be borne by the Company.
Proposals and Notices of Shareholders’ Meetings
The content of the proposals shall be within the scope of the terms of reference of the
shareholders’ meeting, and have clear subjects and specific resolutions, and shall comply with the
relevant requirements of the laws, administrative regulations, the securities regulatory rules of the
places 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, as well as shareholder(s) individually or jointly holding more than 1% of the shares of
the Company, shall be entitled to put forward proposals to the Company.
Shareholder(s) individually or jointly holding more than 1% of the shares (including preferred
shares with restored voting rights) of the Company may raise provisional proposals and submit the
same in writing to the convener 10 days prior to the date of the shareholders’ meeting. The convener
shall issue a supplemental notice of shareholders’ meeting and submit such proposal to the
shareholders’ meeting for review within 2 days after receiving such proposal and announce the
content of the provisional proposal. Unless the provisional proposal violates laws, administrative
regulations, the securities regulatory rules of the places where shares of the Company are listed, or
the Articles of Association, or falls outside the scope of the authority of the shareholders’ meeting.
Other than the circumstances referred to in the preceding paragraph, after the convener issues
the notice for the shareholders’ meeting, no changes shall be made to the proposals set forth in the
notice of shareholders’ meeting and no further proposals shall be added.
The shareholders’ meeting shall not vote or resolve on proposals not set forth in the notice of
shareholders’ meeting or not in compliance with the requirements of the Articles of Association.
The convener shall notify each shareholder in writing (including announcement) 20 days
before the annual shareholders’ meeting, and the extraordinary shareholders’ meeting shall notify
each shareholder in writing (including announcement) 15 days before the meeting. The date of the
meeting shall not be included in the calculation of the commencement period.
The notice of shareholders’ meeting shall include the following:
(I) time, place and duration of the meeting;
(II) the matters and proposals submitted to the meeting for consideration. All specific details
of all proposals shall be fully and completely disclosed;
(III) the notice shall state clearly that all ordinary shareholders (including preferred
shareholders with restored voting rights), shareholders holding shares with special
voting rights, and other shareholders are entitled to attend the shareholders’ meeting or
appoint proxies in writing to attend and vote at such meeting on their behalf and that
such proxies need not to be a shareholder of the Company;
(IV) the date of shareholding registration for shareholders who are entitled to attend the
shareholders’ meeting. The interval between the registration date and the date of the
meeting shall not exceed 7 business days. Once the record date is confirmed, it shall not
be changed;
(V) the names and telephone numbers of the contact person for the meeting affairs;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-9 –


--- page 378 ---
(VI) the timing and procedures for voting online or otherwise.
After the notice of the shareholders’ meeting has been given, the shareholders’ meeting shall
not be postponed or cancelled without justifiable reasons, and the proposals specified in the notice
of the shareholders’ meeting shall not be cancelled. In case of postponement or cancellation, the
convener shall send a notice at least 2 trading days before the scheduled date and explain the
reasons.
Conducting the Shareholders’ Meeting
All shareholders in the register as at the date of shareholding registration or their proxies shall
be entitled to attend the shareholders’ meeting, and to exercise their voting rights at the
shareholders’ meeting pursuant to the relevant laws and regulations, the securities regulatory rules
of the place where shares of the Company are listed and the Articles of Association.
A shareholder may attend and vote at the shareholders’ meeting in person or by proxy.
Individual shareholders attending the shareholders’ meeting in person shall present their
identity cards or other valid identity documents or proof. In the case of attending by proxies, the
proxies shall present valid identity documents and the proxy forms from the shareholders.
Where a shareholder is a legal entity, its legal representative or a proxy entrusted by such legal
representative shall attend the meeting. If the meeting is attended by the legal representatives, they
shall produce their identity cards and valid proof of their status as legal representatives; if the
meeting is attended by proxies of such legal representatives, such proxies shall present their identity
cards and the written authorization letter legally issued by the legal representative of the legal entity
shareholder.
If a shareholder is a recognized clearing house (or its agent) as defined in the relevant
ordinances from time to time enacted in Hong Kong or the securities regulatory rules of the place
where the Company’s shares are listed, such shareholder may authorize its corporate representative
or one or more persons it deems appropriate to act as its representative at any shareholders’ meeting
or any creditors’ meeting; provided that if more than one person is authorized, the power of attorney
shall specify the number and class of shares in respect of which each such person is so authorized.
Any person so authorized may exercise rights on behalf of such shareholder (without producing
share certificates, with notarized authorization and/or further evidence to prove their due
authorization) and shall be entitled to the same statutory rights as other shareholders, including the
right to speak and vote, as if such person were an individual shareholder of the Company.
If the shareholders’ meeting requires directors and members of the senior management to be
present at the meeting, the directors and members of the senior management shall be present and
accept enquiries from shareholders.
A shareholders’ meeting shall be presided over by the chairman of the board of directors. If
the chairman is unable or unwilling to perform his/her duties, the vice chairman (if any) shall
preside. If the vice chairman is unable or unwilling to perform his/her duties, a director nominated
by a majority of the directors shall preside. A shareholders’ meeting convened by the Audit
Committee on its own initiative shall be presided over by the convener of the Audit Committee. If
the convener of the Audit Committee is unable or unwilling to perform his/her duties, a member of
the Audit Committee nominated by a majority of the members of the Audit Committee shall preside.
A shareholders’ meeting convened by the shareholders on their own initiative shall be presided over
by the convener or a representative nominated by the convener. If the chairman of the meeting is
in breach of the rules of procedure such that the general meeting cannot proceed, the general
meeting may, upon the consent of a majority of the shareholders present at the meeting and entitled
to vote, elect a person to act as the chairman and continue to conduct the meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-10 –


--- page 379 ---
Voting at and Resolutions of Shareholders’ Meetings
Resolutions of a shareholders’ meeting include ordinary resolutions and special resolutions.
Ordinary resolutions of a shareholders’ meeting shall be passed by votes representing more than half
of the voting rights held by shareholders attending the shareholders’ meeting. Special resolutions
of a shareholders’ meeting shall be passed by votes representing more than two-thirds of the voting
rights held by shareholders attending the shareholders’ meeting. In accordance with the Hong Kong
Listing Rules, if any shareholder is required to waive their voting rights on a resolution, or restrict
any shareholder to only vote in favor of (or against) a resolution, the votes cast by such shareholder
or their representative in contravention of the relevant provisions or restrictions shall not be counted
towards the total number of shares with voting rights.
The following matters shall be resolved by way of ordinary resolutions at a shareholders’
meeting:
(I) work reports of the board of directors;
(II) profit distribution plan and loss make-up plan formulated by the board of directors;
(III) appointment and dismissal of directors, their remuneration and payment terms;
(IV) matters other than those to be approved by special resolutions in accordance with the
laws, administrative regulations, requirements under the securities regulations and rules
of the places where shares of the Company are listed or the Articles of Association.
The following matters shall be resolved by way of special resolutions at a shareholders’
meeting:
(I) increase or reduction of the registered capital of the Company;
(II) division, spin-off, merger, dissolution and liquidation of the Company;
(III) amendments to the Articles of Association;
(IV) purchase or disposal of material assets or provision of guarantees to others by the
Company within one year, of which the amount exceeds 30% of the latest audited total
assets of the Company;
(V) stock option incentive schemes;
(VI) other matters stipulated by laws, administrative regulations, securities regulatory rules
of the places where the Company’s shares are listed or the Articles of Association, and
other matters which are considered to have a significant impact on the Company and
therefore need to be passed by way of a special resolution as determined by the
shareholders’ meeting with an ordinary resolution.
Shareholders shall exercise their voting rights according to the number of voting shares held
by them, and each share shall have one vote. Save for shares with special class rights.
When material issues affecting the interests of the small and medium investors are considered
at shareholders’ meeting, the votes of the small and medium investors shall be counted separately.
The separate voting results shall be disclosed publicly in a timely manner.
The shares of the Company held by the Company itself do not have voting rights, and such
shares shall not be included in the total number of voting shares present at the shareholders’
meeting.
If the shareholder’s purchase of the voting shares of the Company violates paragraphs 1 and
2 of Article 63 of the Securities Law, voting rights of the shares in excess of the prescribed
proportion shall not be exercisable within 36 months after the purchase and shall not be included
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-11 –


--- page 380 ---
in the total number of voting shares present at the shareholders’ meeting. If any shareholder is
required under applicable laws and regulations and the Hong Kong Listing Rules to abstain from
voting on a resolution, or if any shareholder is restricted to only voting in favor of (or against) a
resolution, any votes cast in violation of such requirements or restrictions by such shareholder or
their representative will not be counted.
The board of directors, independent directors and shareholders holding more than 1% of the
voting shares or the investor protection institutions established in accordance with laws,
administrative regulations, or the provisions of the CSRC may publicly solicit shareholders’ voting
rights.
The solicitors shall make sufficient disclosure of the information such as their voting
preference to the shareholders from whom the voting rights are being solicited. Solicitation of
voting rights of shareholders involving compensation or disguised compensation shall be
prohibited. The Company shall not impose any limitation in respect of the minimum shareholding
ratio on the solicitation of voting rights except as required by law.
When a related transaction is considered at a shareholders’ meeting, the related shareholders
shall abstain from voting. The number of voting shares represented by such shareholder(s) shall not
be included in the total number of valid votes. The resolutions of the shareholders’ meeting shall
fully disclose the voting results of non-related shareholders.
DIRECTORS AND BOARD OF DIRECTORS
General Provisions for Directors
The director of the Company shall be a natural person. A person may not serve as a director
of the Company if any of the following circumstances applies:
(I) persons who have no or restricted capacity for civil conduct;
(II) persons who were sentenced to criminal punishment due to corruption, bribery,
embezzlement of property, misappropriation of property or disrupting the socialist
market economic order, or who have been deprived of political rights due to any criminal
offenses, where less than five years have lapsed since the expiration of the execution
period, or who were granted probation, where less than two years have lapsed since the
expiration of the probationary term;
(III) persons who served as a director, factory manager or manager of a company or an
enterprise that declared insolvent and liquidated and were personally liable for the
insolvency of such company or enterprise, and less than three years have lapsed since
the date of completion of the insolvency and liquidation of that company or enterprise;
(IV) persons who served as the legal representative of a company or an enterprise of which
the business license was revoked and was ordered to close down due to violation of laws
and who was personally liable for such revocation and order, where less than three years
have lapsed since the date of the revocation of the business license of that company or
enterprise and was ordered to close down;
(V) persons who have a substantial amount of personal debts due and unsettled and is listed
as a mala fide judgment debtor by a People’s court;
(VI) persons who are penalized by CSRC to be prohibited from participating in the securities
markets with a period yet to be expired;
(VII) persons who were publicly identified by a stock exchange as unsuitable for serving as
a director, member of the senior management, etc., of a listed company, where the
restriction period has not expired;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-12 –


--- page 381 ---
(VIII) other circumstances stipulated in laws, administrative regulations, departmental rules, or
the securities regulatory rules of the places where the shares of the Company are listed.
If the election or appointment of a director has violated this article, such election, appointment
or employment shall be invalid. If any of above circumstances occurs during the period of
employment of a director, the Company shall dismiss the director from his duties and cease his
performance of duties.
The directors shall comply with laws, administrative regulations, the securities regulatory
rules of the places where the shares of the Company are listed and the Articles of Association and
bear the fiduciary obligations towards the Company, and shall take measures to avoid conflicts
between their own interests and the Company’s interests, and shall not use their position and power
to seek improper benefits. The directors shall bear the following fiduciary obligations towards the
Company:
(I) not to misappropriate the property of the Company and not to misappropriate the funds
of the Company;
(II) not to deposit the Company’s assets or funds in an account opened in his/her own name
or in the name of any other individual;
(III) not accept any bribery or other illegal income by using his/her position and power;
(IV) not directly or indirectly enter into any contract or perform any transaction with the
Company without reporting to the board of directors or the shareholders’ meeting and
obtaining approval through a resolution of the board of directors or the shareholders’
meeting in accordance with the provisions of the Articles of Association;
(V) not make use of his position to procure business opportunities that should otherwise
belong to the Company for himself or others, except when having reported to the board
of directors or the shareholders’ meeting and approved by a resolution of the
shareholders’ meeting, or except that the Company is unable to utilize such business
opportunity according to the provisions of laws, administrative regulations, the
securities regulatory rules of the places where the shares of the Company are listed or
the Articles of Association;
(VI) not engage in the same business as the Company for his own account or for the benefits
of any other persons without reporting to the board of directors or the shareholders’
meeting and obtaining approval through a resolution of the shareholders’ meeting;
(VII) not accept commissions from transactions between others and the Company for their
own benefit;
(VIII) not disclose confidential information of the Company without authorization;
(IX) not abuse his connected relationship to compromise the interests of the Company;
(X) other fiduciary obligations stipulated by laws, administrative regulations, departmental
rules, securities regulation rules of the places where the shares of the Company are listed
and the Articles of Association.
Income generated by a director in violation of the preceding provisions shall belong to the
Company; where the Company suffers losses thereto, the director shall be liable for compensation.
When close relatives of directors and members of the senior management, enterprises directly
or indirectly controlled by directors, members of the senior management or their close relatives, and
other related parties having other affiliations with directors or members of the senior management
enter into contracts or conduct transactions with the Company, the provisions of preceding
paragraph shall apply.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-13 –


--- page 382 ---
Directors shall abide by laws, administrative regulations, securities regulation rules of the
places where the shares of the Company are listed and the Articles of Association, and shall bear
the duty of diligence towards the Company, and in performing their duties, shall exercise the
reasonable care normally expected of a manager for the best interests of the Company. Directors
shall bear the following duty of diligence towards the Company:
(I) shall exercise the rights conferred by the Company prudently, seriously and diligently to
ensure that the commercial activities of the Company comply with the national laws,
administrative regulations and the requirements of various economic policies of PRC,
and the commercial activities shall not go beyond the scope of the business stipulated
in the business license;
(II) to treat all shareholders fairly;
(III) to maintain a timely awareness of the operation and management of the Company;
(IV) to sign written confirmation on the regular reports of the Company and to ensure the
information disclosed by the Company is true, accurate and complete;
(V) to provide relevant information and materials to the Audit Committee truthfully, and
shall not obstruct the exercise of powers by the Audit Committee;
(VI) other duty of diligence stipulated by laws, administrative regulations, departmental
rules, securities regulation rules of the places where the shares of the Company are listed
and the Articles of Association.
The Company shall establish a director departure management system to specify safeguard
measures for pursuing accountability and compensation for unfulfilled public commitments and
other outstanding matters. Upon the effective resignation or expiration of the term of a director, the
director shall complete all handover procedures with the board of directors. The duty of loyalty
owed by the director to the Company and shareholders shall not be automatically terminated upon
the end of the term. A director’s liabilities arising from the performance of duties during the term
of office shall not be exempted or terminated due to departure.
Board of Directors
The Company shall have a board of directors composed of nine directors, including one
chairman, one employee representative director, and three independent directors (one of whom shall
be an accounting professional). The chairman and vice chairman shall be elected by a majority vote
of all directors.
The board of directors shall exercise the following functions and powers:
(I) to convene shareholders’ meetings and submit work reports to the shareholders’
meetings;
(II) to implement resolutions of the shareholders’ meetings;
(III) to determine the business plans and investment plans of the Company;
(IV) to formulate the Company’s profit distribution plan and loss recovery plan;
(V) to formulate plans for the Company for increase or reduction of registered capital,
issuance of bonds or other securities, and listing;
(VI) to formulate plans for major acquisitions of the Company, the acquisition of the
Company’s shares, or the merger, division, dissolution, or change of the Company’s
corporate form;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-14 –


--- page 383 ---
(VII) within the scope authorized by the shareholders’ meeting, decide on matters such as the
Company’s external investment, acquisition and sale of assets, asset pledges, external
guarantees, entrusted financial management, related transactions and external donations;
(VIII) to decide on the establishment of the Company’s internal management body;
(IX) to decide on the appointment or dismissal of the Company’s president, secretary to the
board of directors and other members of the senior management, and decide on the
matters in relation to their remuneration, rewards and punishments; decide on the
appointment or dismissal of the Company’s vice president, head of finance and other
members of the senior management based on the nomination of the president, and decide
on matters in relation to their remuneration, reward and punishment;
(X) to formulate the Company’s basic management system;
(XI) to formulate proposed amendments to the Articles of Association;
(XII) to manage the Company’s information disclosure matters;
(XIII) to make proposal to the shareholders’ meeting on the engagement or change of the
accounting firm performing audits for the Company;
(XIV) to listen to the work reports from the president of the Company and review the work of
the president;
(XV) to decide on the Company’s repurchase of its own shares under the circumstances
specified in items (III), (V), and (VI) of Article 24 of the Articles of Association
(XVI) other powers conferred by laws, administrative regulations, departmental rules,
securities regulation rules of the places where the shares of the Company are listed and
the Articles of Association.
Matters exceeding the scope of the authority of the shareholders’ meeting and the Articles of
Association shall be submitted to the shareholders’ meeting for consideration.
The chairman of the board of directors shall exercise the following functions and powers:
(I) Preside over the shareholders’ meetings and convene and preside over the board
meetings;
(II) Supervise and inspect the implementation of resolutions of the board of directors;
(III) Other powers conferred by the board of directors.
The vice-chairman (if any) of the Company shall assist the chairman of the board of directors
in his work. If the chairman of the board of directors is unable to perform his duties or fails to
perform his duties, the vice-chairman (if any) shall perform his duties; if the vice-chairman (if any)
is unable to perform his duties or fails to perform his duties, one director jointly nominated by more
than half of the directors shall perform his duties.
The board of directors shall convene at least four meetings every year, approximately once per
quarter, and shall notify all directors in writing 14 days prior to the meeting.
Shareholders representing more than one-tenth of the voting rights, and more than one-third
of the directors or the Audit Committee may propose to convene an extraordinary meeting of the
board of directors. The chairman of the board of directors shall convene and preside over a board
meeting within ten days after receiving the proposal.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-15 –


--- page 384 ---
A notice for an extraordinary board meeting shall be given by personal delivery, mail,
facsimile or email, and shall be provided at least 5 days prior to the meeting. In case of urgency,
such notice may be given by telephone, in which case the time requirement for the notice shall not
apply, provided that the convener shall provide an explanation at the meeting.
The board meeting shall be held only when more than half of the directors are present.
Resolutions made by the board of directors must be passed by more than half of all directors.
Resolutions of the board of directors are voted by way of poll with each director having one
vote.
If any director is related to the enterprise or individual involved in the resolution at a board
meeting, the said director shall promptly report to the board of directors in writing. The director
with a related party relationship shall not exercise his voting rights on the said resolution for
himself or on behalf of another director. Such board meeting may be held when more than half of
the non-related directors attend the meeting. The resolution of such board meeting shall be passed
by more than half of the non-related directors. If the number of non-related directors attending the
board meeting is fewer than three, the matter shall be submitted to the shareholders’ meeting for
consideration. Where the laws and regulations and securities regulations and rules of the places
where the Company’s shares are listed have any additional limitations in respect of the participation
and voting by directors in board meetings, the Company shall comply with such provisions.
Directors shall attend the board meetings in person. Where a director is unable to attend a
meeting for any reason, he/she may authorize another director to attend the meeting on his/her
behalf in writing. The authorization letter shall set out the name of the authorized person, the
matters to be authorized, scope of authorization and valid period, which shall be signed or sealed
with the chop by the director who authorizes. The directors who attend the meeting on behalf of
another director shall exercise the rights as directors within the scope of authorization. If a director
fails to attend a board meeting and does not authorize a representative to attend on his/her behalf,
he/she shall be deemed to have waived his/her voting rights at such meeting.
Independent Directors
Independent directors shall, in accordance with the provisions of laws, administrative
regulations, the CSRC, securities regulations and rules of the places where the Company’s shares
are listed, and the Articles of Association, diligently perform their duties, play roles in participating
in decision-making, providing checks and balances and offering professional consultation within
the board of directors, safeguard the interests of the Company as a whole, and protect the legitimate
rights and interests of small and medium shareholders.
The Company shall establish a mechanism for special meetings composed entirely of
independent directors. Where the board of directors deliberates related-party transactions and other
matters, prior consent shall be obtained through such special meetings of independent directors.
The Company shall convene special meetings of independent directors on a regular or ad hoc
basis. The matters listed in items (I) to (III) under the first paragraph of Article 129 and in Article
130 of the Articles of Association shall be reviewed at such special meetings of independent
directors.
Special meetings of independent directors may also, as needed, study and discuss other
matters of the Company.
A convenor and chairperson for a special meeting of independent directors shall be jointly
elected by more than half of all independent directors. If the convenor fails or is unable to perform
his or her duties, two or more independent directors may convene the meeting themselves and elect
a representative to preside.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-16 –


--- page 385 ---
Minutes shall be prepared for special meetings of independent directors in accordance with the
relevant requirements, and the opinions of independent directors shall be clearly recorded in the
minutes. Independent directors shall sign to confirm the minutes.
The Company shall provide convenience and support for the convening of special meetings of
independent directors.
Special Committees of the Board of Directors
The board of directors of the Company shall establish an Audit Committee, which shall
exercise the powers and functions of a board of supervisors as prescribed by the Company Law, as
well as those prescribed by the securities regulatory rules of the place where the Company’s shares
are listed. The Audit Committee shall consist of three directors who do not hold any senior
management positions within the Company. A majority of its members shall be independent
directors (including at least one independent director who is an accounting professional). The
convener of the Audit Committee shall be an independent director who is an accounting
professional. At least one independent director must possess appropriate professional qualifications
as required by the securities regulatory rules of the place where the Company’s shares are listed,
or possess appropriate accounting or related financial management expertise.
The board of directors of the Company shall establish the special committees such as the Audit
Committee, Strategy Committee, the Nomination Committee, the Remuneration and Appraisal
Committee, which shall perform their duties in accordance with the securities regulatory rules of
the place where the Company’s shares are listed and the Articles of Association and the
authorization of the board of directors. Proposals made by these special committees shall be
submitted to the board of directors for consideration and decision. The terms of reference of these
special committees shall be formulated by the board of directors.
Independent directors shall constitute a majority in the Nomination Committee and the
Remuneration and Appraisal Committee and shall serve as conveners.
SENIOR MANAGEMENT MEMBERS
The Company shall have one president, who shall be appointed or dismissed by the board of
directors. The Company shall have several vice presidents, who shall be appointed or dismissed by
the board of directors.
The provisions in the Articles of Association in relation to the circumstances under which a
person may not serve as a director and the resignation management system shall apply to the senior
management members. The provisions in the Articles of Association regarding the fiduciary duties
of directors and the duty of diligence of directors shall apply to the senior management members.
The president is responsible to the board of directors and exercises the following powers:
(I) To be in charge of the Company’s production, operation and management, and to
organize and implement the resolutions of the board of directors and report on works to
the board of directors;
(II) To organize and implement the Company’s annual business plan and investment
proposals;
(III) To draft plans for the establishment of the Company’s internal management
organizations;
(IV) To draft the fundamental management system of the Company;
(V) To formulate specific rules and regulations for the Company;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-17 –


--- page 386 ---
(VI) To propose to the board of directors on the appointment or dismissal of vice president,
and other senior management members of the Company;
(VII) To decide on the appointment or dismissal of management personnel other than those
required to be appointed or dismissed by the board of directors;
(VIII) Other functions and powers conferred by the securities regulatory rules of the place
where the Company’s shares are listed and the Articles of Association or the board of
directors.
The president shall attend the board meetings.
The Company shall be liable for damages caused to any third party by its senior management
personnel in the course of performing their corporate duties. Where such senior management
personnel are found to have acted with willful misconduct or gross negligence, they shall also be
liable for compensation. If senior management personnel cause losses to the Company by violating
laws, administrative regulations, departmental rules, the securities regulatory rules of the place
where the Company’s shares are listed, or the provisions of these Articles of Association while
performing their duties, they shall be liable for compensation to the Company.
FINANCIAL AND ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT
Financial and Accounting System
The Company shall establish its financial and accounting system in accordance with the laws,
administrative regulations, securities regulations and rules of the places where the Company’s
shares are listed and the provisions stipulated by the relevant authorities of the PRC.
The Company shall submit and disclose its annual reports to the relevant branch office of the
CSRC and the stock exchange of the place where the shares of the Company are listed within four
months from the end of each fiscal year, and its interim reports to the relevant branch office of the
CSRC and the stock exchange of the place where the shares of the Company are listed within two
months from the end of the first half of each fiscal year.
The above annual reports and interim reports shall be prepared in accordance with relevant
laws, administrative regulations, departmental rules and securities regulations and rules of the
places where the Company’s shares are listed.
The Company will not establish account books other than the statutory account books. The
assets of the Company shall not be deposited in any personal account.
The Company is required to allocate 10% of its profits into its statutory reserve fund when
distributing each year’s after-tax profits. When the cumulated amount of the statutory reserve fund
of the Company has reached 50% or more of its registered capital, no further allocations is required.
Where the statutory reserve fund of the Company is insufficient to make up the losses of the
Company for the preceding year, profits of the current year shall be applied to make up the losses
before any allocation to the statutory reserve fund in accordance with the provisions in the
preceding paragraph.
Subject to a resolution of the shareholders’ meeting, after allocation has been made to the
Company’s statutory reserve fund from its after-tax profits, the Company may also draw the
discretionary reserve fund from the after-tax profits.
After making up of losses and appropriation to reserve funds, balance of the profit after tax
shall be distributed to shareholders in proportion to their shareholdings.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-18 –


--- page 387 ---
Where the shareholders’ meeting distributes profits to shareholders in violation of the
Company Law, the shareholders shall return the profits so distributed in breach of regulations to the
Company; if losses are caused to the Company, the shareholders and the directors and senior
management members who are responsible shall bear liability for compensation.
No profit shall be distributed in respect of the shares of the Company which are held by the
Company.
The Company’s common reserve shall be used to cover losses of the Company, expand the
Company’s production and operations, or be converted into additional registered capital of the
Company.
When the statutory provident fund is converted into capital, the retained provident fund shall
not be less than 25% of the registered capital of the Company before the conversion.
The Company’s board of directors must complete the distribution of dividends (or shares)
within two months after the meeting of shareholders has approved the profit distribution plan, or
after the board has formulated a specific plan in accordance with the conditions and caps for interim
dividends for the following year approved at the annual meeting.
The Company’s profit distribution shall balance the provision of reasonable investment
returns to investors with the Company’s sustainable development. The profit distribution policy
shall maintain continuity and stability.
Profit distribution may be made in the form of cash, shares, or a combination of cash and
shares, with cash dividends being the preferred method.
Internal Audit
The Company has implemented an internal audit system, which shall specify the leadership
structure, responsibilities and authorities, staffing, funding safeguards, utilization of audit results,
and accountability mechanisms for internal audit work.
The internal audit system of the Company shall be implemented upon approval by the board
of directors and shall be disclosed externally.
The internal audit department of the Company shall be supervised and inspected the
Company’s business activities, risk management, internal controls and financial information.
Appointment of Accounting Firm
The Company shall appoint such accounting firm which has complied with the Securities Law
and securities regulations and rules of the places where the Company’s shares are listed for carrying
out the audit for the accounting statements, net asset verification and other relevant consultancy
services. The term of appointment is one year and can be re-appointed.
The appointment and removal of accounting firm by the Company shall be subject to the
approval of the shareholders’ meeting. The board of directors may not appoint accounting firm
before the approval of the shareholders’ meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting vouchers, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
The audit fees of an accounting firm shall be determined at the shareholders’ meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-19 –


--- page 388 ---
If the Company removes or no longer re-appoints the accounting firm, it shall notify such
accounting firm 30 days in advance. When shareholders vote for the removal of such accounting
firm, such accounting firm shall be entitled to state its opinions at the shareholders’ meeting.
If any accounting firm offers to resign, it shall explain to the shareholders’ meeting whether
the Company has engaged in any misconduct.
MERGER, SPIN-OFF, CAPITAL INCREASE AND REDUCTION, DISSOLUTION AND
LIQUIDATION
Merger, Spin-off, Capital Increase and Reduction
Corporate merger may take the form of merger by absorption or by establishment. Merger by
absorption refers to a company absorbing another company, in which the company being absorbed
shall be dissolved. Merger by establishment refers to the establishment of a new company by
merging two or more companies, whereby the merging parties shall be dissolved.
Where the consideration for a merger does not exceed 10% of the Company’s net assets, it may
be approved without a resolution of the shareholders’ meeting, except as otherwise provided in the
Articles of Association. If the Company proceeds with a merger without a resolution of the
shareholders’ meeting in accordance with the preceding paragraph, it shall be approved by a
resolution of the board of directors.
In the event of any merger involving the Company, the Company shall enter into a merger
agreement with other parties involved and prepare a balance sheet and a list of assets. The Company
shall notify its creditors within 10 days after the adoption of the relevant resolution and publish
announcements in the newspapers designated by the Company or on the National Enterprise Credit
Information Publicity System and the website of Hong Kong Stock Exchange within 30 days. The
creditors may request the Company to discharge its obligations or offer appropriate security within
30 days after receiving such notice, or if they fail to receive such notice, within 45 days after the
publication of such announcement.
In the event of any merger involving the Company, the surviving company or the newly
established company shall assume all claims and debts of the parties involved in such merger.
In the event of any spin-off of the Company, its assets shall be divided accordingly. In the
event of any spin-off of the Company, the Company shall prepare a balance sheet and a list of assets,
notify its creditors within 10 days from the date of the resolution of spin-off and publish
announcements in the newspapers designated by the Company or on the National Enterprise Credit
Information Publicity System and the website of Hong Kong Stock Exchange within 30 days.
Unless otherwise agreed by the Company and its creditors in writing prior to such spin-off
with respect to the discharge of obligations, the company spun off from the Company shall be
jointly and severally liable for the obligations of the Company prior to such spin-off.
The Company shall prepare a balance sheet and a list of assets when reducing its registered
capital. The Company shall notify its creditors within 10 days after the adoption of the relevant
resolution on the reduction of the registered capital at the shareholders’ meeting and publish
announcements in the newspapers designated by the Company or on the National Enterprise Credit
Information Publicity System and the website of Hong Kong Stock Exchange within 30 days. The
creditors may request the Company to discharge its obligations or offer appropriate security within
30 days after receiving such notice, or if they fail to receive such notice, within 45 days after the
publication of such announcement.
Where the Company reduces its registered capital, it shall reduce the capital contributions or
shares held by shareholders proportionately according to their shareholding, except as otherwise
provided by law, securities regulations and rules of the places where the Company’s shares are listed
or the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-20 –


--- page 389 ---
When the Company issues new shares to increase its registered capital, shareholders shall not
have pre-emptive rights, except as otherwise provided in the Articles of Association or if a
resolution is passed at the shareholders’ meeting granting shareholders such pre-emptive rights.
Where the merger or spin-off of the Company results in a change in its registered particulars,
such change shall be registered with the company registry according to law. Where the Company
is dissolved, it shall cancel its registration according to law. Where a new company is established,
its establishment shall be registered according to law. Any increase or reduction of the registered
capital of the Company shall be registered with the company registry according to law.
Dissolution and Liquidation
The Company shall be dissolved for the following reasons:
(I) Expiry of term of business stipulated in the Articles of Association or occurrence of any
other trigger for dissolution stipulated in the Articles of Association;
(II) The shareholders’ meeting adopts a resolution to dissolve;
(III) The Company needs to be dissolved for the purpose of merger or division;
(IV) The business license is revoked, or the Company is ordered to close or be eliminated
according to applicable law;
(V) Where the Company encounters significant difficulties in business and management,
continuous survival may be significantly detrimental to the interests of the shareholders,
and the difficulties may not be overcome through other means, shareholders who hold
more than 10% of voting rights of the Company’s shareholders may request the people’s
court to dissolve the Company.
If dissolution causes stipulated in the preceding paragraph occur, the Company shall publicize
the dissolution causes through the National Enterprise Credit Information Publicity System within
ten days.
Under the circumstance set out in item (I), (II) above and assets have not yet been distributed
to the shareholders, the Company may continue its operation by amending the Articles of
Association or resolution of the shareholders’ meeting. Any amendment to the Articles of
Association or resolution of the shareholders’ meeting pursuant to the foregoing provision shall be
subject to approval of two thirds or more of the votes held by the shareholders present at the
shareholders’ meeting.
Where the Company is dissolved under the circumstances set out in items (I), (II), (IV) and
(V) above, it shall be liquidated. The directors shall be the liquidation obligors of the Company and
the liquidation committee shall be established within 15 days from the date of the event leading to
liquidation. The personnel of the liquidation committee shall consist of directors, except where
otherwise provided in the Articles of Association or otherwise selected by the resolution at the
shareholders’ meeting. If a liquidation obligor fails to promptly perform his/her liquidation
obligations, causing losses to the Company or creditors, such obligor shall be liable for
compensation.
Within 10 days of the establishment of the liquidation committee, the creditors shall be
notified and an announcement shall be published in the newspapers designated by the Company or
on the National Enterprise Credit Information Publicity System and the website of Hong Kong
Stock Exchange within 60 days. The creditors shall declare their claims to the liquidation committee
within 30 days of the date on which the notice is received or 45 days of the date of announcement
if the notice is not received.
Creditors who declare claims shall state relevant issues related to the claims and provide
proofs. The liquidation committee shall carry out registration of the claims.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-21 –


--- page 390 ---
During the period for declaration of claims, the liquidation committee shall not make any
repayment to the creditors.
After the liquidation committee has examined and taken possession of the assets of the
Company and prepared a balance sheet and a list of assets, it shall formulate a liquidation proposal
and submit it to the shareholders’ meeting or the people’s court for confirmation.
The remaining assets of the Company after paying the costs of liquidation, the employees’
salaries, social insurance contributions and legal compensation, taxes and debts of the Company
shall be distributed to the shareholders in proportion to their respective shareholding.
During the period of liquidation, the Company shall not engage in any business activity except
for those relating to the liquidation. Before liquidation as specified in the preceding paragraphs, the
assets of the Company shall not be distributed to shareholders.
In the event the liquidation committee finds that, after taking stock of the Company’s property
and preparing the balance sheet and list of property, that the assets are insufficient to pay the debts,
it shall apply to the people’s court for bankruptcy liquidation according to the law.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Under any of the following circumstances, the Company shall amend the Articles of
Association:
(I) Following the revision of the Company Law or relevant laws and administrative
regulations or securities regulations and rules of the places where the Company’s shares
are listed, the matters stipulated in the Articles of Association contradict the provisions
of the revised laws and administrative regulations or securities regulations and rules of
the places where the Company’s shares are listed;
(II) There is any change to the Company’s particulars which result in inconsistency with the
matters set out in the Articles of Association;
(III) A shareholders’ meeting has decided on making amendments to the Articles of
Association.
If the amendment to the Articles of Association adopted by resolution of the shareholders’
meeting is subject to the approval of the competent authority, it shall be reported to the competent
authority for approval; if it involves matters of company registration, the registration of the changes
shall be made in accordance with the law.
The board of directors shall amend the Articles of Association in accordance with the
resolutions of the shareholders’ meeting and the comments of the competent authorities on any
amendment hereto.
Any amendment to the Articles of Association shall be subject to announcement if so required
by the laws and regulations.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-22 –


--- page 391 ---
FURTHER INFORMATION ABOUT OUR COMPANY
Establishment of our Company
Our Company was established as a limited liability company in the PRC on December 6, 2011
and converted into a joint stock company with limited liability on June 6, 2016 under the laws of
the PRC. Since August 24, 2020, our A Shares have been listed on the ChiNext Market of the
Shenzhen Stock Exchange (stock code: 300866).
Our registered office is located at Room 701, 7th Floor, Building 7, Phase I, Changsha
Zhongdian Software Park Co., Ltd., No. 39 Jianshan Road, Changsha National Hi-Tech Industrial
Development Zone, Hunan Province, PRC. Our Company has established a place of business in
Hong Kong at Room 56, 8th Floor, Admiralty Centre Tower 2, 18 Harcourt Road, Admiralty, Hong
Kong. We have been registered as a non-Hong Kong company in Hong Kong under Part 16 of the
Companies Ordinance on December 5, 2025 and Ms. Ho Wing Nga ( О൘ඩ) will be our authorized
representative for the acceptance of service of process and notices on behalf of our Company in
Hong Kong at the address 46/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
As we are established in the PRC, our corporate structure and Articles of Association are
subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions of
our Articles of Association is set out in “Summary of the Articles of Association” in Appendix III
to this Prospectus. A summary of certain relevant aspects of the laws and regulations of the PRC
is set out in “Regulatory Overview”.
Changes in Share Capital of Our Company
On May 13, 2024, the Company’s issued share capital increased from 406,427,207 Shares to
406,525,224 Shares upon the vesting of 98,017 restricted Shares granted under the restricted share
incentive plan of our Company approved and adopted in July 2022 (the “ 2022 Restricted Share
Incentive Plan ”).
On May 24, 2024, the Company implemented its 2023 dividend distribution, issuing 3 new
shares for every 10 Shares held by Shareholders which resulted in the issuance of 121,957,567 A
Shares. Following the distribution, the Company’s issued share capital increased from 406,525,224
Shares to 528,482,791 Shares.
On August 5, 2024, the Company’s issued share capital increased from 528,482,791 Shares to
530,091,270 Shares upon the vesting of 1,608,479 restricted Shares granted under the 2022
Restricted Share Incentive Plan.
On August 12, 2024, the Company’s issued share capital increased from 530,091,270 Shares
to 531,410,776 Shares upon the vesting of 1,319,506 restricted Shares granted under the restricted
share incentive plan of our Company approved and adopted in July 2023 (the “ 2023 Restricted
Share Incentive Plan ”).
On May 26, 2025, the Company’s issued share capital increased from 531,410,776 Shares to
531,538,199 Shares upon the vesting of 127,423 restricted Shares granted under the 2022 Restricted
Share Incentive Plan.
On August 1, 2025, the Company’s issued share capital increased from 531,538,199 Shares to
534,975,484 Shares upon the vesting of 1,435,609 restricted Shares and 2,001,676 restricted Shares
granted under the 2022 Restricted Share Incentive Plan and 2024 Restricted Share Incentive Plan,
respectively.
On August 7, 2025, the Company’s issued share capital increased from 534,975,484 Shares to
536,157,605 Shares upon the vesting of 1,182,121 restricted Shares granted under the 2023
Restricted Share Incentive Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 392 ---
On May 18, 2026, the Company’s issued share capital increased from 536,159,023 Shares to
536,276,360 Shares upon the vesting of 117,337 restricted Shares granted under the 2022 Restricted
Share Incentive Plan.
Save as disclosed above and in the section headed “History, Development and Corporate
Structure — Corporate Development and Major Changes in Share Capital and Shareholdings”, there
has been no other alteration in the share capital of our Company during the two years immediately
preceding the date of this Prospectus.
Changes in Share Capital of Our Major Subsidiaries
We have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange
has granted us a waiver from strict compliance with the requirements of paragraph 26 of Appendix
D1A to the Listing Rules in relation to the disclosure of information relating to the changes in the
share capital of any member of our Group within the two years immediately preceding the date of
this Prospectus. For details, see “Waivers and Exemption — Waiver in Respect of Alteration in
Share Capital”.
There have been no alterations in the share capital of our Major Subsidiaries within the two
years preceding the date of this Prospectus.
Resolutions of Our Shareholders
At the general meeting of our Company held on November 27, 2025, the following
resolutions, among other things, were duly passed:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H
Shares be listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued before the exercise of the Over-allotment Option
shall not exceed 10% of the enlarged share capital of our Company upon completion of
the Global Offering and granting the Underwriters the Over-allotment Option of no more
than 15% of the above number of H Shares to be issued;
(c) subject to the completion of the Global Offering, the conditional adoption of the Articles
of Association, which shall become effective on Listing Date; and
(d) authorization of the Board or its authorized individual to handle all matters relating to,
among other things, the Global Offering, the issue and listing of H Shares on the Hong
Kong 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 are
or may be material:
(a) the Hong Kong Underwriting Agreement;
(b) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Schroder Investment Management (Hong Kong) Limited (solely in its
capacity as agent and discretionary investment manager on behalf of certain underlying
funds and/or clients), Schroder Investment Management (Singapore) Ltd (solely in its
capacity as agent and discretionary investment manager on behalf of certain underlying
funds and/or clients), China International Capital Corporation Hong Kong Securities
Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Far East) Limited and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 393 ---
J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which Schroder Investment
Management (Hong Kong) Limited (solely in its capacity as agent and discretionary
investment manager on behalf of certain underlying funds and/or clients) and Schroder
Investment Management (Singapore) Ltd (solely in its capacity as agent and
discretionary investment manager on behalf of certain underlying funds and/or clients)
agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$70,000,000;
(c) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Aspex Master Fund, China International Capital Corporation Hong Kong
Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Far East)
Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which Aspex
Master Fund agreed to subscribe for H Shares at the Offer Price in the aggregate amount
of Hong Kong dollar equivalent of US$50,000,000;
(d) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Principal Asset Management Company (Asia) Limited, China International
Capital Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P .
Morgan Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which Principal Asset Management Company (Asia) Limited agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$40,000,000;
(e) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Greenwoods Asset Management Hong Kong Limited, China International
Capital Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P .
Morgan Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited,
pursuant to which Greenwoods Asset Management Hong Kong Limited agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$15,044,320.15;
(f) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Guotai Junan Investments (Hong Kong) Limited, China International Capital
Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan
Securities (Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant
to which Guotai Junan Investments (Hong Kong) Limited agreed to subscribe for H
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$9,955,679.85;
(g) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, HACF, L.P ., China International Capital Corporation Hong Kong Securities
Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Far East) Limited and
J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which HACF, L.P . agreed to
subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$20,000,000;
(h) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, UBS Asset Management (Singapore) Ltd. (as the delegate of the investment
manager for and on behalf of the investors listed in Schedule 3 to the cornerstone
investment agreement), China International Capital Corporation Hong Kong Securities
Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Far East) Limited and
J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which UBS Asset
Management (Singapore) Ltd. (as the delegate of the investment manager for and on
behalf of the investors listed in Schedule 3 to the cornerstone investment agreement)
agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$20,000,000;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 394 ---
(i) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Franklin Templeton Sealand Fund Management Co., Ltd. (ږ
ʮ̡), China International Capital Corporation Hong Kong Securities Limited,
Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Far East) Limited and J.P . Morgan
Securities (Asia Pacific) Limited, pursuant to which Franklin Templeton Sealand Fund
Management Co., Ltd. (ʮ̡) agreed to subscribe for H
Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of
US$15,000,000;
(j) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Jane Street Asia Trading Limited, China International Capital Corporation
Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities
(Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
Jane Street Asia Trading Limited agreed to subscribe for H Shares at the Offer Price in
the aggregate amount of Hong Kong dollar equivalent of US$15,000,000;
(k) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, Taikang Life Insurance Co., Ltd, China International Capital Corporation
Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities
(Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
Taikang Life Insurance Co., Ltd agreed to subscribe for H Shares at the Offer Price in
the aggregate amount of Hong Kong dollar equivalent of US$15,000,000;
(l) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, WT Asset Management Limited, China International Capital Corporation
Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities
(Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
WT Asset Management Limited agreed to subscribe for H Shares at the Offer Price in
the aggregate amount of Hong Kong dollar equivalent of US$15,000,000;
(m) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, V alue Partners Hong Kong Limited, China International Capital Corporation
Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities
(Far East) Limited and J.P . Morgan Securities (Asia Pacific) Limited, pursuant to which
V alue Partners Hong Kong Limited agreed to subscribe for H Shares at the Offer Price
in the aggregate amount of Hong Kong dollar equivalent of US$8,500,000; and
(n) the cornerstone investment agreement dated June 19, 2026 entered into among the
Company, V alue Partners Limited, China International Capital Corporation Hong Kong
Securities Limited, Goldman Sachs (Asia) L.L.C., J.P . Morgan Securities (Asia Pacific)
Limited and J.P . Morgan Securities (Far East) Limited, pursuant to which V alue Partners
Limited agreed to subscribe for H Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$1,500,000.
Intellectual Property Rights
As of the Latest Practicable Date, our Group has registered, or has applied for the registration,
of the following intellectual property rights which were material to our Group’s business.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 395 ---
Trademarks
As of the Latest Practicable Date, we have registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Registration
number Owner
Place of
registration Expiry Date
1 /H1100/H1100/H1100
 22930931A Anker HK PRC March 20, 2028
2 /H1100/H1100/H1100
 36925804A the Company PRC January 20, 2030
3 /H1100/H1100/H1100
 28845461 the Company PRC April 6, 2029
4 /H1100/H1100/H1100
 19870636 the Company PRC June 20, 2027
5 /H1100/H1100/H1100
 35709767 the Company PRC August 27, 2030
6 /H1100/H1100/H1100
 304132638 Anker HK Hong Kong May 7, 2027
7 /H1100/H1100/H1100
 304911606 the Company Hong Kong May 1, 2029
8 /H1100/H1100/H1100
 304911598 the Company Hong Kong May 1, 2029
9 /H1100/H1100/H1100
 5854934 Anker HK the United States September 10, 2029
10 /H1100/H1100/H1100
 18215355 Anker HK European Union March 25, 2030
11 /H1100/H1100/H1100
 6539354 Anker HK Japan April 1, 2032
12 /H1100/H1100/H1100
 40201521121R Anker HK Singapore December 1, 2035
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 396 ---
Patents
As of the Latest Practicable Date, we had registered the ownership of and/or had the right to
use the following patents which we consider to be or may be material to our business:
No. Patent Owner Patent category
Place of
registration Expiry Date
1 /H1100/H1100/H1100An Integrated Magnetic
Component and
Switching Power Supply
(ɓ၇ණϓှʩ΁ʿකᗫ
ཥ๕)
the Company Utility Model PRC August 15,
2034
2 /H1100/H1100/H1100A Wireless Charging
Device ( ɓ၇ೌᇞ̂ཥༀ
ໄ)
the Company Invention PRC /
3 /H1100/H1100/H1100A power supply device
(ɓ၇ཥ๕ண௪)
the Company Utility Model PRC April 28, 2034
4 /H1100/H1100/H1100Battery Level Detection
Circuit and Power Strip
(ཥඎᏨ಻ཥ༩ձરౢ)
the Company Utility Model PRC April 25, 2034
5 /H1100/H1100/H1100Charging devices and
charging systems for
wireless charging (׵
̂ཥண௪˸
ʿ̂ཥӻ୕)
the Company Utility Model PRC April 21, 2033
6 /H1100/H1100/H1100Thermal management
devices for battery cells,
battery modules, and
energy storage
equipment (ᆠ၍
ଣༀໄeཥϫᅼଡ଼ʿᎷ
ঐண௪)
the Company Utility Model PRC September 11,
2034
7 /H1100/H1100/H1100Energy Storage Device
and Photovoltaic Energy
Storage Inverter System
(ᎷঐༀໄʿΈͿᎷঐ৕
ᜊӻ୕)
the Company Utility Model PRC June 18, 2033
8 /H1100/H1100/H1100LLC circuits and energy
storage devices (LLC ཥ
༩˸ʿᎷঐண௪)
the Company Utility Model PRC April 23, 2033
9 /H1100/H1100/H1100An Inverter Power
Supply ( ɓ၇৕ᜊཥ๕)
the Company Invention PRC August 4,
2042
10 /H1100/H1100Control Circuit and
Electronic Device for
Suppressing Zero-
Crossing Common-Mode
Interference (ҵՓ
છՓཥ
༩ձཥɿண௪)
the Company Utility Model PRC July 27, 2031
11 /H1100/H1100Method, Apparatus, and
Storage Medium for
Determining Depth
Information (ᆽ
eༀໄʿπᎷʧ
ሯ)
the Company Invention PRC June 22, 2042
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 397 ---
No. Patent Owner Patent category
Place of
registration Expiry Date
12 /H1100/H1100Methods for
Determining Surface
Cleaning Types,
Adjusting Cleaning
Patterns, and Cleaning
Equipment (ᗳ
e૶ધᅼ
ʿ૶ધண௪)
the Company Invention PRC April 11, 2041
13 /H1100/H1100A cleaning system ( ɓ၇
૶ᆎӻ୕)
the Company Utility Model PRC July 11, 2034
14 /H1100/H1100Brush Assembly and
Cleaning Device ( ဆՏ
ଡ଼΁ʿ૶ᆎༀໄ)
the Company Utility Model PRC December 17,
2034
15 /H1100/H1100Base Station and Robot
System ( ਿ१ʿዚኜɛӻ
୕)
the Company Utility Model PRC November 13,
2034
16 /H1100/H1100Heated Breast Pump ( ̋
ᆠі̲ኜ)
Oceanwing Smart
Innovation
Utility Model PRC January 15,
2033
17 /H1100/H1100Storage unit for breast
pump (ϗॶༀ
ໄ)
Oceanwing Smart
Innovation
Utility Model PRC January 29,
2034
18 /H1100/H1100Printed Part Support
Fixture and Printhead
Printer ( ͂Ι΁˕ᅟѰՈ
ʿᄝ᎘͂Ιዚ)
Shenzhen Anker
Intelligent
Manufacturing
Technology Co., Ltd.
(߅
ʮ̡)
(“Shenzhen Anker ”)
Utility Model PRC June 28, 2034
19 /H1100/H1100Ink Cartridges and
Printing Equipment ( ኈ
಍ʿ͂Ιண௪)
Shenzhen Anker Utility Model PRC July 22, 2034
20 /H1100/H1100Printing Platform
Mechanism and Printer
(͂Ι̨̻ዚ࿴ձ͂Ιዚ)
Shenzhen Anker Utility Model PRC September 27,
2034
21 /H1100/H1100A 3D printing device
(ɓ၇3D͂Ιண௪)
Shenzhen Anker Invention WIPO /
22 /H1100/H11003D Component Printing
Methods, 3D
Components, and 3D
Printers (3D͂Ι
e
3D࿴΁eʿ3D͂
Ιዚ)
Shenzhen Anker Invention WIPO /
23 /H1100/H11003D printing Shenzhen Anker Invention the United
States
/
24 /H1100/H1100Method and device for
controlling movement of
print head, electronic
device and storage
medium
Shenzhen Anker Invention the United
States
/
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 398 ---
No. Patent Owner Patent category
Place of
registration Expiry Date
25 /H1100/H1100Earphone cover and
earphone assembly
including said earphone
cover (༈
Ѐዚଡ଼΁)
the Company Utility Model PRC December 3,
2028
26 /H1100/H1100Hybrid Dynamic-
Electrostatics Speaker
Assemblies and
Headphones ( ਸ਼᚛ఆ̪
ଡ଼΁ʿЀዚ)
the Company Utility Model PRC September 29,
2031
27 /H1100/H1100Equalizer Parameter
Settings Method, Audio
Systems, Devices, and
Readable Storage Media
(e
᎖ӻ୕eண௪ձ̙ᛘ
πᎷʧሯ)
the Company Invention Japan February 14,
2044
28 /H1100/H1100Active Noise
Cancellation Method
Based on Key Sound
Recognition, Electronic
Device, and Storage
Medium (ࠪ
e
ཥɿண௪ʿπᎷʧሯ)
the Company Invention PRC December 28,
2040
29 /H1100/H1100Mono Speaker, Method
and System for Adding
Surround Effects to
Mono Speakers ( ఊᑊ༸
ᇌʕ
ʿ
ӻ୕)
the Company Invention PRC February 8,
2041
30 /H1100/H1100Scattering Spot Optical
Path Structure and Laser
Projection Equipment
(ऊ౳౴Έ༩ഐ࿴ʿዧΈ
ҳᅂண௪)
Oceanwing Smart
Innovation
Utility Model PRC January 28,
2034
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 399 ---
Copyrights
As of the Latest Practicable Date, we have registered the following copyrights which we
consider to be or may be material to our business in the PRC:
No. Copyright Owner Expiry Date
1 /H1100/H1100/H1100Anker Smart Device
Client Software (iOS
V ersion) V1.7.0 (Anker ౽
˒၌ழ΁(iOS
وV1.7.0)
the Company December 31, 2072
2 /H1100/H1100/H1100EufyHome (Android
V ersion) V1.0 (EufyHome
(AndroidوV1.0)
the Company December 31, 2067
3 /H1100/H1100/H1100Mr. An Series ( τSirӻΐ) the Company December 31, 2070
4 /H1100/H1100/H1100Anka IP Character (Anka
IP Җ൥)
the Company December 31, 2075
Domain Names
As of the Latest Practicable Date, we have registered the following internet domain names
which we consider to be or may be material to our business:
No. Domain name Expiry Date
1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100anker.com May 26, 2027
2 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100anker.com.cn October 25, 2026
3 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100eufy.com August 26, 2027
4 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100soundcore.com May 17, 2027
Save as the above, as of the Latest Practicable Date, there were no other intellectual property
rights which were material to our business.
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
Interests and short positions of our Directors and chief executive of our Company in the
Shares, underlying Shares and debentures of our Company and our associated corporations
Save as disclosed in the section headed “Substantial Shareholders” and below, immediately
following the completion of the Global Offering (assuming that the Over-allotment Option and the
Offer Size Adjustment Option are not exercised and no new Shares are issued under the Restricted
Share Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding
2025 Convertible Bonds), so far as our Directors are aware, none of our Directors and chief
executive has any interests and short positions in our Shares, underlying Shares or debentures of our
Company or any of our associated corporations (within the meaning of Part XV of the SFO) (i)
which will have to be notified to us and the Hong Kong Stock Exchange pursuant to Divisions 7
and 8 of Part XV of the SFO (including interests and short positions in which they are taken or
deemed to have under such provisions of the SFO), or (ii) which will be required, pursuant to
section 352 of the SFO, to be entered in the register referred to therein, or (iii) which will be
required to be notified to us and the Hong Kong Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers contained in the Listing Rules:
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 400 ---
Interests in our Company
Name Position
Capacity/ Nature of
interest
Description
of Shares
Number of
Shares (1)
Approximate
percentage of
shareholding
in the A Shares
immediately
after
completion of
the Global
Offering (2)
Approximate
percentage of
shareholding
in the total
Share capital
immediately
after
completion of
the Global
Offering (2)
Mr. Y ang /H1100/H1100/H1100/H1100Executive Director Beneficial owner A Shares 232,666,200 43.39% 39.91%
Interest in controlled
corporation (3)
A Shares 766,908 0.14% 0.13%
Mr. Zhao
Dongping /H1100/H1100
Executive Director Beneficial owner A Shares 63,310,000 11.81% 10.86%
Interest in controlled
corporation (4)
A Shares 2,033,245 0.38% 0.35%
Mr. Zhu
Fanghao /H1100/H1100/H1100
Executive Director Beneficial owner A Shares 1,615,992 0.30% 0.28%
Beneficial owner (5) A Shares 1,445,565 0.27% 0.25%
Interest in controlled
corporation (6)
A Shares 3,921,948 0.73% 0.67%
Mr. Xiong
Kang /H1100/H1100/H1100/H1100/H1100
Executive Director Beneficial owner A Shares 481,771 0.09% 0.08%
Mr. Zhang
Shanfeng /H1100/H1100/H1100
Non-executive
Director
Beneficial owner A Shares 6,790,003 1.27% 1.16%
Notes:
1. All interests stated are long positions in the Shares.
2. The calculation is based on the total number of 536,276,362 A Shares and 46,632,800 H Shares in issue immediately
after completion of the Global Offering, assuming the Over-allotment Option and the Offer Size Adjustment Option
are not exercised and no new Shares are issued under the Restricted Share Incentive Plans, and excluding any A
Shares issuable upon conversion of the outstanding 2025 Convertible Bonds.
(3) Mr. Y ang is a limited partner of each of Changsha Y uanxiu Enterprise Management Consulting Partnership (L.P .) (ڗ
Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Yuanxiu Consulting ”) and Changsha Y uanqing Enterprise Management
Consulting Partnership (L.P .) (ӍჃ૶Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Yuanqing Consulting ”), holding
84.06% and 99.99% partnership interests therein respectively. As such, Mr. Y ang is deemed to be interested in the
649,896 and 117,012 Shares held by Y uanxiu Consulting and Y uanqing Consulting respectively by virtue of the SFO.
Nevertheless, the general partner of Y uanxiu Consulting and Y uanqing Consulting exercises sole discretion and
control over the voting rights in the limited partnerships.
(4) Mr. Zhao is a limited partner of Tianjin Haiyi Y uanjian Management Consulting Partnership (L.P .) (̹ऎᑈჃԈ
၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Haiyi Yuanjian ”), holding 82.86% partnership interests therein. As such, Mr. Zhao
is deemed to be interested in the 2,033,245 Shares held by Haiyi Y uanjian by virtue of the SFO. Nevertheless, the
general partner of Haiyi Y uanjian exercises sole discretion and control over the voting rights in Haiyi Y uanjian, and
Mr. Zhao as a limited partner does not take part in the management or control of Haiyi Y uanjian.
(5) Mr. Zhu holds 1,445,565 outstanding restricted Shares granted under the Restricted Share Incentive Plans.
(6) Mr. Zhu is a limited partner of Tianjin Haiyi Y uanjing Management Consulting Partnership (L.P .) (̹ऎᑈჃ౻
၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Haiyi Yuanjing ”), holding 63.58% partnership interests therein. As such, Mr. Zhu
is deemed to be interested in the 2,493,644 Shares held by Haiyi Y uanjing by virtue of the SFO. Nevertheless, the
general partner of Haiyi Y uanjing exercises sole discretion and control over the voting rights in Haiyi Y uanjing, and
Mr. Zhu as a limited partner does not take part in the management or control of Haiyi Y uanjing.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 401 ---
Interests in our associated corporations
Name Position Name of associated corporation
Capacity/
nature of
interest
Approximate
percentage of
issued share
capital of the
associated
corporation
Mr. Zhu Fanghao /H1100/H1100Executive
Director
Shenzhen Anker Smart
Technology Co., Ltd. ( ଉέ̹
ʮ̡)
Beneficial
owner
5.00%
Shenzhen Ankezhigao
Technology Co., Ltd. ( ଉέ̹
ʮ̡)
Beneficial
owner
5.00%
Mr. Xiong Kang /H1100/H1100/H1100Executive
Director
Shenzhen Anker Solix
Technology Co., Ltd. ( ଉέ̹
ʮ̡)
Beneficial
owner
5.00%
Interests of the substantial shareholders in the Shares
Save as disclosed in “Substantial Shareholders”, immediately following the completion of the
Global Offering and without taking into account any Shares which may be issued pursuant to the
exercise of the Over-allotment Option and the Offer Size Adjustment Option, our Directors are not
aware of any other person (not being a Director or chief executive of our Company) who will have
an interest or short position in our Shares or the underlying Shares which would fall to be disclosed
to us 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 issued voting shares of our Company.
Interests of the substantial shareholders in other members of our Group
Save as disclosed in “History, Development and Corporate Structure”, our Directors are not
aware of any persons who would, immediately following the completion of the Global Offering, be
directly or indirectly interested in 10% or more of the issued voting Shares of the other members
of our Group (other than our Company and any other subsidiaries of our Group).
Particulars of Directors’ Service Contracts
Each of the Directors has entered into a service contract or a letter of appointment with our
Company.
Save as disclosed above, we have not entered into, and do not propose to enter into any service
contracts with any of our Directors in their respective capacities as Directors (excluding agreements
expiring or determinable by any member of our Group within one year without payment of
compensation other than statutory compensation).
Remuneration of Directors
Save as disclosed in “Directors and Senior Management” and Note 8 to the Accountants’
Report set out in Appendix I to this Prospectus for the three financial years ended December 31,
2023, 2024 and 2025, none of our Directors received other remunerations of benefits in kind from
us.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 402 ---
Disclaimers
Save as disclosed in this Prospectus:
(a) none of our Directors nor our chief executive has any interest or short position in our
Shares, underlying Shares or debentures of our Company or any of our associated
corporations (within the meaning of Part XV of the SFO) which will have to be notified
to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV 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 to be notified to us and the Stock Exchange
pursuant to Model Code for Securities Transactions by Directors of Listed Issuers once
the H Shares are listed on the Stock Exchange;
(b) none of our Directors is aware of any person (not being a Director or chief executive of
our Company) who will, immediately following the completion of the Global Offering
(without taking into account any H Shares which may be allotted and issued pursuant to
the exercise of the Over-allotment Option and the Offer Size Adjustment Option), have
an interest or short position in our Shares or underlying Shares which would fall to be
disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO or who
is interested, directly or indirectly, in 10% or more of the issued voting shares of any
member of our Group;
(c) none of our Directors, their respective close associates (as defined under the Listing
Rules) or Shareholders who own more than 5% of the number of issued shares of our
Company have any interests in the five largest customers or the five largest suppliers of
our Group for each year during the Track Record Period;
(d) none of our Directors or any of the parties listed in “— Other Information —
Qualifications of Experts” in this Appendix IV is:
i. interested in our promotion, 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 us, or are proposed to be acquired or disposed of by or leased to any
member of our Group; or
ii. materially interested in any contract or arrangement subsisting at the date of this
Prospectus which is significant in relation to our business; and
(e) save in connection with the Underwriting Agreements, none of the persons listed in “—
Qualifications of Experts” in this Appendix has any shareholding in any member of our
Group or the right (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for securities in any member of our Group; and
(f) none of our Directors has entered or has proposed to enter into any service agreements
with our Company or any member of our Group (other than contracts expiring or
determinable by the employer within one year without payment of compensation other
than statutory compensation).
RESTRICTED SHARE INCENTIVE PLANS
Since our A Share listing in August 2020, we have adopted various share incentive plans from
time to time. The following is a summary of the principal terms of the 2024 Restricted Share
Incentive Plan and 2025 Restricted Share Incentive Plan (collectively, the “ Restricted Share
Incentive Plans ”) which have been adopted by our Company. The terms of Restricted Share
Incentive Plans are not subject to the provisions of Chapter 17 of the Listing Rules as they do not
involve any grant of restricted Shares by our Company after our Listing. The terms of each of the
Restricted Share Incentive Plans are substantially similar and are summarized below.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 403 ---
After the Listing, the Company may, from time to time and subject to compliance with the
Listing Rules, adopt additional share incentive plans (which may involve, among others, the
issuance of new Shares and/or the repurchase of existing Shares) for the purpose of attracting,
rewarding and retaining talent. Any such plan will be subject to approval by the Board and, where
applicable, the Shareholders, and will comply with the applicable requirements under Chapter 17
of the Listing Rules.
Purpose
The purpose of the Restricted Share Incentive Plans is to establish and enhance the long-term
incentive mechanism of the Company, attract and retain talents, and incentivize the Directors,
senior management and other key employees to achieve a sustained and healthy development of our
Group in order to realize our Group’s long-term objectives. The Restricted Share Incentive Plans
are implemented to protect the interests of Shareholders according to contribution and align the
interests of the Shareholders with the interests of the Group and employees which will benefit the
sustained development of our Group.
Administration
The Restricted Share Incentive Plans are subject to the approval of the Shareholders’ meeting,
administration of the Board and the supervision of the Supervisory Committee and the independent
non-executive Directors of the Company.
Participants
The participants of the Restricted Share Incentive Plans include Directors, senior management
and other key personnels of our Group who have significant contributions to the business operation
and development of the Group. The scope of participants excludes independent directors,
supervisors and shareholders or actual controller who individually or collectively hold 5% or more
of the shares of our Company and their spouse, parents and children.
Source and maximum number of Shares
The underlying Shares for the Restricted Share Incentive Plans are new A Shares to be issued
by our Company. Each restricted Share granted represents the right to purchase one A Share within
the agreed period at the grant price. The restricted Shares are subject to a vesting period and will
only be vested upon fulfilling the vesting conditions stipulated. The maximum number of restricted
Shares that can be granted according to the terms of each of the Restricted Share Incentive Plans
are as follows:
Restricted Share Incentive Plan
Maximum total number
of restricted Shares to be
granted under the
Restricted Share
Incentive Plan
Number of
grantees at the
first grant
2024 Restricted Share Incentive Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,252,378 305
2025 Restricted Share Incentive Plan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,246,226 608
Date of grant and term of the Restricted Share Incentive Plans
The date on which the restricted Shares are granted shall be determined by the Board within
60 days after the date of approval of the Restricted Share Incentive Plans by the Shareholders’
meeting. The grant of restricted Shares shall be registered and announced within 60 days after the
approval of the Restricted Share Incentive Plans by the Shareholders’ meeting. The Restricted Share
Incentive Plans shall be effective from the date of completion of the grant of restricted Shares under
the Restricted Share Incentive Plans up to the date when the restricted Shares granted under the
Restricted Share Incentive Plans have been vested, provided that the term of the Restricted Share
Incentive Plans shall not each exceed 36 months.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 404 ---
Lock-up for Directors and the senior management team
If the grantee is a Director or a senior management of our Company, the Shares to be
transferred by him or her each year shall not exceed 25% of the total Shares he or she holds, and
no Share held by such Director or senior management shall be transferred within six months after
termination of his or her employment with the Company. If the grantee is a Director or senior
management of our Company, income gained through (i) sale of Shares within six months of the
purchase of Shares or (ii) purchase of Shares within six months of the sale of Shares, shall belong
to our Company and will be forfeited by the Board. If there is any change in the applicable laws
and regulations on the foregoing lock-up requirements, the grantee shall comply with the revised
laws and regulations.
Conditions to the grant of restricted Shares
The restricted Shares under the Restricted Share Incentive Plans will only be granted to
selected participants when the following conditions are fulfilled:
(a) with respect to our Company, none of the following circumstances having occurred:
(1) an audit report with an adverse opinion or a disclaimer of opinion has been issued
by the auditors with respect to our Company’s financial statements for the most
recent fiscal year;
(2) an audit report with an adverse opinion or a disclaimer of opinion has been issued
by the auditors with respect to the internal control report contained in financial
statements for the most recent fiscal year;
(3) the Company has not distributed dividends in accordance with the laws and
regulations, the Articles of Association or the public commitment within the last 36
months after its Listing;
(4) applicable laws and regulations prohibit the implementation of any share incentive
plan; or
(5) any other circumstances determined by the CSRC.
(b) with respect to the grantee, none of the following circumstances having occurred:
(1) the grantee has been regarded as an inappropriate person by the stock exchange
within the last 12 months;
(2) the grantee has been regarded as an inappropriate person by the CSRC or its local
office within the last 12 months;
(3) the grantee has been punished or prohibited from entering into the securities
market by the CSRC or its local office due to material non-compliance of laws and
regulations within the last 12 months;
(4) the grantee is not qualified to serve as a director or senior management according
to the PRC Company Law;
(5) the grantee is prohibited from participating in any share incentive plan of listed
companies according to applicable laws and regulations; or
(6) any other circumstances determined by the CSRC.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 405 ---
Dividend and voting rights
Upon transfer of the A Shares by our Company, the grantees of restricted Shares will be
entitled to exercise the right of Shareholders, including but not limited to the right to receive
dividends and voting rights. Before the vesting of the restricted Shares, the restricted Shares
(including the right to receive dividends) shall be locked and such restricted Shares shall not be
transferred or used to guarantee or repay debts.
Outstanding restricted Shares
As of the Latest Practicable Date, the number of outstanding restricted Shares granted under
the Restricted Share Incentive Plans was 5,522,242, representing approximately 0.95% of the issued
Shares immediately following the completion of the Listing (assuming no changes to our issued and
outstanding shares between the Latest Practicable Date and the Listing).
The following table sets forth the number of outstanding restricted Shares granted to
Directors, senior management and connected persons of our Company under the Restricted Share
Incentive Plans as of the Latest Practicable Date:
Name of grantee Position Date of grant
Number of
outstanding
restricted
Shares Grant Price
Lock-up
period
Approximate
percentage of
issued Shares
immediately after
completion of the
Global Offering (1)
Mr. Zhu Fanghao /H1100/H1100/H1100Executive Director July 16, 2024 477,144 RMB37.82 1 year 0.082%
August 19, 2025 968,421 RMB126.20 2 years 0.166%
Mr. Y ang Fan /H1100/H1100/H1100/H1100/H1100Head of Finance August 19, 2025 21,581 RMB126.20 2 years 0.004%
Ms. Huang Simin /H1100/H1100/H1100Connected person August 19, 2025 19,686 RMB126.20 2 years 0.003%
Notes:
(1) The calculation is based on the assumption that the Over-allotment Option and the Offer Size Adjustment Option are
not exercised and no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and Listing.
The table below sets forth the details of outstanding restricted Shares granted to other grantees
(excluding Directors, senior management and connected persons of our Company) under the
Restricted Share Incentive Plans as of the Latest Practicable Date:
Restricted Share
Incentive Plan
Number of
Grantees Date of grant
Number of
outstanding
restricted
Shares Grant Price
Lock-up
period
Approximate
percentage of
issued Shares
immediately after
completion of the
Global Offering (1)
2024 Restricted Share
Incentive Plan /H1100/H1100/H1100/H1100/H1100
242 July 16, 2024 1,263,247 RMB37.82 1 year 0.217%
2025 Restricted Share
Incentive Plan /H1100/H1100/H1100/H1100/H1100
540 August 19, 2025 2,721,010 RMB126.20 2 years 0.467%
2 October 28, 2025 50,893 RMB124.00 2 years 0.009%
Note:
(1) The calculation is based on the assumption that the Over-allotment Option and the Offer Size Adjustment Option are
not exercised and no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and Listing.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 406 ---
OTHER INFORMATION
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on
our Company or any of our subsidiaries under the laws of the PRC.
Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or claim
of material importance and no litigation, arbitration or claim of material importance was known to
our Directors to be pending or threatened by or against any member of our Group, that would have
a material and adverse effect on our Group’s results of operations or financial conditions, taken as
a whole.
Compliance Adviser
Our Company has appointed Rainbow Capital (HK) Limited as the Compliance Adviser in
compliance with Rule 3A.19 of the Listing Rules.
Joint Sponsors
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
Pursuant to the engagement letter entered into between the Company and the Joint Sponsors,
the Joint Sponsors’ fees payable by us to each of the Joint Sponsors in respect of their services as
sponsors in connection with the Listing on the Stock Exchange is US$200,000.
Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred any material preliminary
expenses.
Promoter
The promoters of the Company are all of the five then shareholders of our Company as of June
6, 2016 immediately before our conversion into a joint stock limited liability company. Within the
two years immediately preceding the date of this Prospectus, no cash, securities or other benefit has
been paid, allotted or given or is proposed to be paid, allotted or given to the promoters in
connection with the Global Offering and the related transactions described in this Prospectus.
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of
members will be subject to Hong Kong stamp duty. The current rate charged on each of the
purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our Shares
being sold or transferred.
No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial,
operational or trading positions or prospects since December 31, 2025 (being the date to which the
latest consolidated financial statements of our Group were prepared).
Restriction on Share Repurchase
For details of the restrictions on share repurchases by our Company, please refer to “Summary
of the Articles of Association” in Appendix III.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 407 ---
Qualifications of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given their opinion and/or advice
in this Prospectus are as follows:
Name Qualification
China International Capital Corporation
Hong Kong Securities Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100A corporation licensed 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
Goldman Sachs (Asia) L.L.C. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100A corporation licensed to conduct Type 1
(dealing in securities), Type 4 (advising on
securities), Type 5 (advising on futures
contracts), Type 6 (advising on corporate
finance) and Type 9 (asset management)
regulated activities under the SFO
J.P . Morgan Securities (Far East) Limited /H1100/H1100A corporation licensed to conduct Type 1
(dealing in securities), Type 4 (advising on
securities) and Type 6 (advising on
corporate finance) regulated activities under
the SFO
KPMG /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Certified Public Accountants
Public Interest Entity Auditor registered in
accordance with the Accounting and
Financial Reporting Council Ordinance
(Chapter 588 of the Laws of Hong Kong)
Haiwen & Partners /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to PRC laws
Legal adviser as to PRC data compliance
laws
Winson Partners and Legal Consultants /H1100/H1100/H1100Legal adviser as to UAE laws
Shanze Partners PLLC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to applicable state and
federal laws of the United States in relation
to legal due diligence on two U.S.
subsidiaries’ business operations in the
United States
Addleshaw Goddard LLP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to UK laws
TMI Associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to Japan laws
Li & Partners /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to Hong Kong regulatory
matters
Jacobson Burton Kelley PLLC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal adviser as to U.S. sanctions, U.S.
export controls and U.S. customs duties and
tariffs
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 408 ---
Name Qualification
Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co. /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Independent industry consultant
As of the Latest Practicable Date, none of the experts named above had any shareholding
interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not)
to subscribe for or to nominate persons to subscribe for securities in any member of our Group.
Consents of Experts
Each of the experts as referred to “— Other Information — Qualifications of Experts” in this
Appendix IV has given and has not withdrawn their respective written consents to the issue of this
Prospectus with the inclusion of their reports and/or letters (as the case may be) and the references
to their names included in the form and context in which they are respectively included.
Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of it, of rendering
all persons concerned bound by all of the provisions (other than the penal provisions) of sections
44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as
applicable.
Bilingual Prospectus
The English and Chinese language versions of this Prospectus are being published separately,
in reliance upon the exemption provided under section 4 of the Companies (Exemption of
Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws
of Hong Kong).
Miscellaneous
Save as otherwise disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus: (i) we have not issued nor
agreed to issue any share or loan capital fully or partly paid either for cash or for a
consideration other than cash; and (ii) no commissions, discounts, brokerage fee or other
special terms have been granted in connection with the issue or sale of any shares of our
Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally or
unconditionally to be put under option;
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability of
subscription rights;
(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 last 12 months;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 409 ---
(h) there are no restrictions affecting the remittance of profits or repatriation of capital by
us into Hong Kong from outside Hong Kong;
(i) save for the A Shares of our Company that are listed on the ChiNext Market of the
Shenzhen Stock Exchange, and save for the H Shares to be issued in connection with the
Global Offering, none of the equity and debt securities of our Company, if any, is listed
or dealt with in any other stock exchange nor is any listing or permission to deal being
or proposed to be sought;
(j) our Company has no outstanding convertible debt securities or debentures;
(k) our Company is a joint stock limited company and is subject to the PRC Company Law;
and
(l) our Company has adopted a code of conduct regarding Directors’ securities transactions
on terms as required under the Model Code for Securities Transactions by Directors of
Listed Issuers as set out in Appendix C3 to the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 410 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this Prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of the material contracts referred to in “Appendix IV — Statutory and General
Information — Further Information about Our Business — Summary of Material
Contracts”; and
(b) the written consents referred to in “Appendix IV — Statutory and General Information
— Other Information — Consents of Experts”.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the Stock Exchange’s website at
www.hkexnews.hk and the Company’s website at www.anker.com for a period of 14 days from the
date of this Prospectus:
(a) the Articles of Association;
(b) the audited consolidated financial statements of our Group for the three years ended
December 31, 2023, 2024 and 2025;
(c) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this
Prospectus;
(d) the report on review of the unaudited interim financial information of our Group for the
three months ended March 31, 2026 from KPMG, the text of which is set out in
Appendix IA to this Prospectus;
(e) the report from KPMG on the unaudited pro forma financial information of our Group,
the text of which is set out in Appendix II to this Prospectus;
(f) the material contracts referred to in “Appendix IV — Statutory and General Information
— Further Information about our Business — Summary of Material Contracts”;
(g) the written consents referred to in “Appendix IV — Statutory and General Information
— Other Information — Consents of Experts”;
(h) the service contracts and letters of appointment referred to in “Appendix IV — Statutory
and General Information — Further Information about our Directors and Substantial
Shareholders — Particulars of Directors’ Service Contracts”;
(i) the legal opinions issued by Haiwen & Partners, our PRC Legal Adviser, in respect of,
among other things, the general corporate matters and property interests of our Group
under the PRC law;
(j) the legal memorandum issued by Haiwen & Partners, our PRC Data Compliance
Adviser;
(k) the legal opinions issued by Winson Partners and Legal Consultants, our UAE legal
adviser, in respect of certain aspects of UAE laws;
(l) the legal opinions issued by Shanze Partners PLLC, our United States legal adviser as
to applicable state and federal laws of the United States in relation to legal due diligence
on two U.S. subsidiaries’ business operations in the United States;
(m) the legal opinions issued by Addleshaw Goddard LLP , our UK legal adviser, in respect
of certain aspects of UK laws;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-1 –


--- page 411 ---
(n) the legal opinions issued by TMI Associates, our Japan legal adviser, in respect of
certain aspects of Japan laws;
(o) the legal opinions issued by Li & Partners, our Hong Kong legal adviser, in respect of
Hong Kong regulatory matters;
(p) the legal memorandum issued by Jacobson Burton Kelley PLLC, our legal adviser as to
U.S. sanctions, U.S. export controls and U.S. customs duties and tariffs;
(q) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
referred to in “Industry Overview”;
(r) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial Measures
and the Shenzhen Stock Exchange Listing Rules, together with unofficial English
translations thereof; and
(s) the terms of the Restricted Share Incentive Plans.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-2 –


--- page 412 ---
安克創新科技股份有限公司
Anker Innovations Technology Co., Ltd.
